DRS/A

As confidentially submitted to the Securities and Exchange Commission on July 17, 2020.

This draft registration statement has not been publicly filed with the

Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Sumo Logic, Inc.

(Exact name of registrant as specified in its charter)

Delaware	7372	27-2234444
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Sumo Logic, Inc.

305 Main Street

Redwood City, California 94063

(650) 810-8700

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

Ramin Sayar

President and Chief Executive Officer

Sumo Logic, Inc.

305 Main Street

Redwood City, California 94063

(650) 810-8700

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

Copies to:

Katharine A. Martin Rezwan D. Pavri Lianna C. Whittleton Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 Katherine Haar Sumo Logic, Inc. 305 Main Street Redwood City, California 94063 (650) 810-8700 Alan F. Denenberg Stephen Salmon Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

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

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

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

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

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

Large accelerated filer	☐	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, par value $0.0001 per share	$	$

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

(2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase solely 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 will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

PROSPECTUS (Subject to Completion)

Issued                     , 2020

                     Shares

Common Stock

Sumo Logic, Inc. is offering                      shares of its common stock. This is an initial public offering and no public market currently exists for our shares. It is currently estimated that the initial public offering price per share will be between $                     and $                    .

We intend to apply to list the common stock on the                      under the symbol “SUMO”.

We are an “emerging growth company” as that term is 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 the section titled “Risk Factors” beginning on page 17 to read about factors you should consider before buying shares of our common stock.

PRICE $                     A SHARE

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to Sumo Logic
Per Share	$	$	$
Total	$	$	$

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

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

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

The underwriters expect to deliver the shares against payment in New York, New York, on or about                     , 2020.

MORGAN STANLEY	J.P. MORGAN	RBC CAPITAL MARKETS	JEFFERIES
WILLIAM BLAIR	COWEN	PIPER SANDLER	BTIG

Prospectus dated                     , 2020

Digital businesses compete in the Intelligence Economy Five requirements of digital business success Modern application Multi-cloud Continuous Continuous Data-driven architectures adoption security collaboration intelligence Digital transformation and data growth increase complexity, driving intelligence gaps Closing the gaps requires a new category of software, Continuous Intelligence Win in the Intelligence Economy with Sumo Logic Continuous Intelligence PlatformTM

Transforming complexity into continuous intelligence. Collect & Centralize Predict & Monitor & Optimize Visualize Search & Alert & Investigate Notify .to deliver real-time analytics and insights for all.

Sumo Logic service usage* 697 Petabytes Average data scanned per day 1.3 Quadrillion Average events scanned per day 20.9 Exabytes Total data scanned in month 38.6 Quadrillion Total events scanned in month 541 Bytes Average event size per day 14.9 Billion Events scanned per second *For the month of April 2020

Real-time analytics Multiple use cases True SaaS Operational Intelligence Security Intelligence Business Intelligence Application Status Dashboard with Logs and Metrics LIVE MODE [From Panel] Find Insights, Signals, Entities and more… Insights Signals Entities Records Investigations Content Business Overview Done Editing [From Panel] Metrics - Application Key Performance Indicators ONLINE 08_05_2020 7 days INSIGHT RADAR INSIGHT ACTIVITY Last 60 Minutes Last 60 Minutes NEW Travel Booking Status Latency by Application Component Customer Logins 05/01 6:00 PM Records Signals Insights app Logins RECORDS Signals INSIGHTS 05/08 6:00 AM INSIGHT-3663 - Insider Threat - Lateral 7.5k 20k Movement with Increased Traffic Visitors Over Time... Last 15 Minutes Visitor Platforms Last 9 Minutes hourly Bookings Last 60 Minutes Bookie... Last 60 Minutes Bookings Last 60 Minutes db Baseline 1 B 33 k 56 web 15k 73% 20% 3% 05/02 6:00 AM Multiple signals related to lateral movement with other and... 4,000 100 (ms) 5k 172.18.20.20 ency Logins 10k 2,000 Mobile flight Lat 2.5k 5k SENSOR STATUS Signal Data bots/unk 8.84k hotel 0 PC car 0 05/02 6:00 PM 10 Mac M 0 AM A AM 08:50 AM 09:00 AM 09:10 AM 09:20 AM 09:30 AM 09:40 AM 08:50 AM 09:00 AM 09:10 AM 09:20 AM 09:30 AM 09:40 AM 14 days 9:20 ONLINE DURATION 08:40 09:00 09:20 08:50 08:50 09:10 08:40 09:00 09:10 0 05/07 6:00 AM 11 26 09 System Performance Logs - Application Error Analysis Bookings by Dollar Last 60 Minutes Bookings Last 15 Minutes Payment Transactions Last 15 Minutes This Sensor appears to be fully functional. 200k 200 65.6K 1,228 150 Top 10 Servers by CPU Usage Last 60 Minutes Errors Last 60 Minutes Log Signatures Last 60 Minutes HIGH 100 server 05/03 6:00 AM SEVERITY 0 # node signature Network 2.2.9 558 M 100k 100 32.8K 614 75 server Type Version Total Records server System Errors 1 server 14 $DATE web app : Successful 3,486 REVIEW CLOSE server Login for user session 0 0 0 0 0 server 05/06 6:00 PM 08:40 AM 08:50 AM 09:00 AM 09:10 AM 09:20 AM 09:20 AM 09:22 AM 09:24 AM 09:26 AM 09:28 AM 09:30 AM 09:32 AM 09:20 AM 09:22 AM 09:24 AM 09:26 AM 09:28 AM 09:30 AM 09:32 AM 50 server 2 server 11 $DATE webapp : 3,317 758.34 GB 0 server 0 : JDBC Total Data Total Errors success_dollars failed_dollars sum_dollars booking_success booking_failed duration_ms transactions server14 Connection timeout to RDS service on server errors rds01.webapp.com TODAY server14 05/03 6:00 PM Insight Dana Torgensen User Anomalies (SUMO) with added Beasoning a comment Behavior to 08:50 AM 09:00 AM 09:10 AM 09:20 AM 09:30 AM 09:40 AM 3 server01 11 $DATE webapp : ERROR - Failed 2,867 Flights Hotels Cars 1 of 3 Looking into this item... 6 hours ago Flight Booking Locations Last 60 Minutes Hotel Booking Locations Last 60 Minutes Car Hiring Locations Last 60 Minutes Top 10 servers by Memory Usage Last 60 Minutes Errors and Exceptions by Log Reduce Signature Last 60 Minutes 05/06 6:00 AM Dana Torgensen (SUMO) added a comment to Insight User Anomalies with Beasoning Behavior 75M server01 Looking into this item... server 01 2,000 6 hours ago server 01 [$ ]”GET / 05/04 6:00 AM 238 73 486 50M server14 HTTP/1. Insight Dana Torgensen User Anomalies (SUMO) with added Beasoning a comment Behavior to 1.4k 48 388 304 9 76 2.4k 93 650 server04 java cluster . node ... 05/05 6:00 PM 64 50 7 server 05 1,000 Looking into this item... 25M server06 1/3 6 hours ago server07 05/04 6:00 PM Dana Torgensen (SUMO) added a comment to 60 9 73 server08 05/05 6:00 AM Insight User Anomalies with Beasoning Behavior 94 29 149 server09 Looking into this item... 90 178 11 24 182 283 08:50 AM 09:00 AM 09:10 AM 09:20 AM 09:30 AM 09:40 AM 0 VIEW SENSORS 6 hours ago 08:45 AM 09:00 AM 09:15 AM Global Intelligence Industry insights Community insights Data science insights Cloud-native Platform All types of Multi-tenant Flexible Actionable Machine learning & Security 1st machine data elastic scale Licensing insights advanced analytics principle

s u See business differently m o

TABLE OF CONTENTS

Prospectus

	Page
Prospectus Summary		1
Risk Factors		17
Special Note Regarding Forward-Looking Statements		55
Industry, Market, and Other Data		57
Use of Proceeds		58
Dividend Policy		59
Capitalization		60
Dilution		63
Selected Consolidated Financial and Other Data		67
Management’s Discussion and Analysis of Financial Condition and Results of Operations		71
Business		102
Management		127
Executive Compensation		138
Certain Relationships and Related Party Transactions		154
Principal Stockholders		159
Description of Capital Stock		161
Shares Eligible for Future Sale		167
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock		170
Underwriters		175
Legal Matters		183
Experts		183
Where You Can Find Additional Information		183
Reconciliation of Non-GAAP Financial Measures to Most Directly Comparable GAAP Financial Measures		184
Index to Consolidated Financial Statements		F-1

Through and including                     , 2020 (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 any of 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 we have prepared. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States.

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Sumo Logic,” “the company,” “we,” “us,” and “our” in this prospectus refer to Sumo Logic, Inc. and its consolidated subsidiaries. Our fiscal year end is January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2018, 2019, and 2020 are referred to herein as fiscal 2018, fiscal 2019, and fiscal 2020, respectively.

SUMO LOGIC, INC.

Overview

Sumo Logic empowers organizations to close the intelligence gap.

Sumo Logic is the pioneer of Continuous Intelligence, a new category of software, which enables organizations of all sizes to address the challenges and opportunities presented by digital transformation, modern applications, and cloud computing. Our Continuous Intelligence Platform enables organizations to automate the collection, ingestion, and analysis of application, infrastructure, security, and IoT data to derive actionable insights within seconds. Continuous intelligence leverages artificial intelligence and machine learning capabilities, and is provided as a multi-tenant cloud service that allows organizations to more rapidly deliver reliable applications and digital services, protect against modern security threats, and consistently optimize their business processes in real time. This empowers employees across all lines of business, development, IT, and security teams with the data and insights needed to address the technology and collaboration challenges required for modern business. With our Continuous Intelligence Platform, executives and employees have the intelligence they require to take prescriptive action in real time—a modern business imperative.

We live in the intelligence economy. Organizations can succeed or fail based on how well they understand and respond to what is happening inside their business. Reports, surveys, or monitoring alerts provided by traditional operational and security technologies and manual processes are no longer effective. Today, businesses generate data from multiple sources—every touchpoint, customer interaction, and digital connection across an entire business and ecosystem. This represents an unprecedented volume of data that is growing at an extraordinary pace, which is, at best, difficult to digest and, at worst, an impediment to driving the speed of decision-making needed to compete in today’s dynamic marketplaces.

The risk of ignorance is monumental to a business. C-suite executives and business leaders are under increasing pressure to know exactly what is happening inside their business the moment it happens. As a result, employees across organizations are increasingly accountable for the overall health and security of their businesses at all times, and can no longer credibly hide behind gaps of intelligence. Intelligence gaps are rampant inside organizations due to multiple disparate systems, departmental silos, and an antiquated set of partial solutions that add more noise, obscuring the signal of truth that organizations seek. Organizations that cannot close the intelligence gap will not only get left behind, they will get lapped. Addressing the intelligence gap by hiring more people or working longer hours is insufficient—organizations must increase their collective intelligence.

Businesses thriving in the intelligence economy are taking a completely different approach to solving the intelligence gap, by seeking out solutions that provide real-time continuous intelligence that improves how they

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collectively and collaboratively build, manage, and secure their digital services. Organizations that will be successful in the digital age must be able to utilize their most important resource: their data.

Our vision is to democratize machine data, making insights from this rich source available to all. Our Continuous Intelligence Platform gives our customers insights across a wide range of use cases. We help our customers: monitor and troubleshoot their applications and their cloud and on-premise infrastructure; manage audit and compliance requirements; rapidly detect and resolve modern security threats; and extract critical key performance indicators, or KPIs, from various types of machine data to gain visibility into customer behavior, engagement, and actions. We enable our customers to derive critical value from their data with advanced analytics based on our proprietary machine learning technology that identifies and predicts anomalies in real time.

Our multi-tenant, cloud-native platform was architected by big data and security experts and has been in operation continuously for nearly a decade. Our platform is built on a modern, microservices-based application and cloud architecture, leverages security-first principles, and incorporates artificial intelligence and machine learning, or AI/ML, algorithms to deliver real-time actionable insights. We started in 2010 with the mission to provide organizations with the ability to ingest and analyze complex unstructured machine data, such as logs, events, and security data for a cloud security information and event management, or SIEM, solution. However, we always had the vision to expand our data analytics capabilities to address less complex structured machine data, such as time-series metrics from applications and infrastructure, to provide a cloud-native operational intelligence solution. In 2012, when we released our service, we discovered that developers, IT operations, and security analysts were leveraging our platform to initially ingest and analyze log and event data in order to monitor and troubleshoot their mission-critical applications, systems, and services.

Our platform scans an average of 697 petabytes of data per day and an average of 14.9 billion events per second.¹ Our platform integrates and analyzes structured, semi-structured, and unstructured machine data, both historically and in real time, to provide actionable intelligence around what happened, why it happened, and how to resolve business, technology, or cybersecurity issues.

We deliberately architected and built our analytics platform to address the technology challenges and gaps in intelligence that arise from siloed development, operations, and security teams in order to enable organizations to adopt a more modern DevSecOps operating model. DevSecOps is the philosophy of integrating security practices within the DevOps process, and involves ongoing, flexible collaboration among developers, release engineers, and security teams. DevOps is a combination of practices that automates the processes between software development and operations teams in order to build, test, and deploy modern applications faster. Ultimately, it enables teams to gain more insights and intelligence in order to release software faster, optimize processes, and better deliver digital solutions to customers. We offer a suite of solutions to address the intelligence gap: Operational Intelligence, Security Intelligence, Business Intelligence, and Global Intelligence.

We address cloud-native businesses as well as traditional on-premise businesses that are seeking to build, manage, and secure modern applications as they undertake their digital transformation and cloud adoption initiatives. We serve organizations of all sizes, from large enterprises to small and mid-market businesses, regardless of their cloud, digital transformation, security analytics, or DevSecOps maturity. Representative customers include 23andMe, Alaska Airlines, Brown University, JetBlue, Land O’Lakes, LendingTree, Major League Baseball, Netflix, PagerDuty, Petco, Pitney Bowes, Qualtrics, Salesforce.com, Twilio, ULTA Beauty, and Xero. Our customer count changed from 1,626 as of January 31, 2018 to 1,900 as of January 31, 2019, to 2,137 as of January 31, 2020, and to 2,131 as of April 30, 2020.² Customers that had annual recurring revenue, or

¹  For the month of April 2020.

²  See the section titled “Business—Our Customers” for a description of how we calculate our number of customers.

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ARR, greater than $100,000 or more grew from 187 as of January 31, 2018 to 234 as of January 31, 2019 to 323 as of January 31, 2020, and to 329 as of April 30, 2020. Customers that had ARR greater than $1 million or more grew from seven as of January 31, 2018 to 16 as of January 31, 2019 to 25 as of January 31, 2020, and to 27 as of April 30, 2020.³

The power of our platform, and the benefits that it delivers to customers, has driven rapid growth in our revenue. For fiscal 2018, 2019, and 2020, our revenue was $67.8 million, $103.6 million, and $155.1 million, respectively, representing a year-over-year growth rate of 53% and 50%, respectively. For the three months ended April 30, 2019 and 2020, our revenue was $32.5 million and $47.2 million, respectively, representing a period-over-period growth rate of 45%. We generated net losses of $32.4 million, $47.8 million, $92.1 million, $15.3 million, and $23.6 million for fiscal 2018, 2019, 2020, and the three months ended April 30, 2019 and 2020, respectively, as we continued to invest in our business.

Industry Background

Nearly every business must transform into a digital business or be disrupted. Customers now expect real-time, instantaneous, always-on experiences. To meet these expectations, successful businesses need to continuously deliver updated information and improved services to their end customers, such as promotional offerings, pricing information, inventory levels, and service availability. Every business must continuously innovate.

Executives are accountable for the overall operational and financial health of the business and can no longer hide behind a gap in intelligence. This is especially true for security, as organizations must protect against breaches and reputational costs as they digitize. This accountability is not only the responsibility of executives. Employees across the organization are now expected to find ways to improve intelligence by integrating silos that exist across systems, applications, services, and processes.

Today, every company is becoming a software company by delivering more business services through modern applications, automating workflows, and leveraging data from digital signals to satisfy increasing customer expectations. To enable differentiated digital services, organizations must take a new approach to software architectures, tools, and development processes that span multiple public cloud providers while simultaneously securing their digital assets.

We believe all businesses require the following five pillars to be successful in the intelligence economy.

Modern application architectures

• Microservices and containers make it easier to release software faster, create greater agility, and better user experience.

• New architectures increase complexity, introduce more systems to manage, and create more signals to capture and analyze.

Multi-cloud adoption

• Running distributed workloads in the cloud provides scalability, flexibility, and cost-efficiency.

• Multi-cloud environments create digital sprawl and challenges in managing and securing multi-cloud environments concurrently.

³  See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of how we calculate ARR.

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Continuous security

• Building security into the fabric of every digital organization can guard against the threat against reputational damage, negative customer impact, and financial loss.

• The perimeter-less digital world has created even more pressure and accountability for the modern security operations center, or SOC, which suffers from a lack of skilled analysts and cloud-native technologies.

Continuous collaboration

• Real-time, consistent information allows individuals across DevSecOps teams and line of business users to communicate and collaborate in the agile digital world.

• Organizations struggle to get a unified view of what is happening in their organizations when they are forced to use antiquated, siloed systems that only present a partial view of data and lack real-time context around what is happening broadly.

Data-driven intelligence

• Massive amounts of data from every touchpoint, customer interaction, and digital connection provide differentiation to companies that can harness its insights.

• Today’s businesses are overwhelmed with information they cannot digest with antiquated technologies not designed or purpose-built for the new requirements of the intelligence economy.

Not only are these five pillars becoming more critical for success, but they also introduce additional challenges for organizations that existing solutions are not equipped to address.

Traditional Solutions Have Challenges Delivering Value

Many solutions today are not equipped to adequately address the evolving complexity of modern business.

• Manual processes. Organizations often attempt to solve the intelligence gap with a “do it yourself” set of open source tools. These tools can require lengthy set-up time, do not deliver intelligence quickly enough, and cannot scale with rapidly evolving complexity of the modern technology ecosystem.

• On-premise solutions. On-premise solutions cannot scale to handle the volume, velocity, and variety of data ingestion required to deliver continuous intelligence. Moreover, single-tenant hosted offerings cannot elastically scale and require additional infrastructure and people to administer and maintain.

• Point solutions. Point solutions used for monitoring, search, and reporting, and domain-specific security only capture partial data sets and do not capture complete information across data types. Further, these tools are not architected for cloud-scale and cannot deliver the capabilities modern businesses require.

• Outdated licensing models. Tools based on traditional enterprise-wide licensing and pricing models are outdated, and often charge an effective “data tax” for increased users, access, or spikes in daily volume. These models have quickly become too expensive, rigid, and unsuitable for customers shifting to digital and cloud initiatives.

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The Need for Continuous Intelligence

Organizational complexity is increasing, while organizational insights are decreasing. The result is the intelligence gap, where organizations can no longer understand what is happening inside their businesses.

The consequences of the intelligence gap include:

• Inability to innovate and compete in today’s dynamic intelligence economy;

• Inability to proactively manage business risk and security threats; and

• Inability to empower talent and maximize workforce productivity.

Continuous intelligence bridges this gap and equips executives and users across development, IT operations, security, and other lines of business with the insights their businesses require.

Our Opportunity

We believe that as companies of all sizes and across all industries increase the amount of business they conduct digitally, they will continue to invest in solutions that help address the intelligence gap. Our platform is employed across a broad range of use cases to address this gap. Based on data from International Data Corporation, or IDC, Sumo Logic estimates its total addressable market opportunity to be approximately $55.1 billion. We calculated this estimate by aggregating 2020 projected revenue by organizations in the following IDC software categories: advanced and predictive analytics software; AI software platforms; content analytics and search software; end-user query, reporting, and analysis software; software change and configuration management; security analytics, intelligence, response, and orchestration; and IT operations management (ITOM) software, across on-premise and cloud environments.⁴ We believe that our platform currently addresses a significant portion of this market, and we intend to further expand our offerings to capture more of this market in the future.

Separately, we have calculated our total addressable market opportunity as approximately $49.3 billion. To arrive at this figure, we conducted a detailed process. First, we identified the total number of global companies broken down by size, which we determined by referencing independent industry data from the S&P Global Capital IQ database.⁵ We then segmented these companies into large enterprise, enterprise, and commercial categories based on revenue, and for commercial, a minimum number of employees. We then leveraged internal company data on current customer type and spend on our products and services to calculate average ARR for each category. Finally, we multiplied the average ARR by the number of companies within each category to determine our total addressable market opportunity.⁶

We define large enterprises as companies with revenue greater or equal to $1.5 billion in the last twelve months, enterprises as companies with revenue between $500 million and $1.5 billion, and commercial customers as companies with revenue between $100 million and $500 million and with greater than 250 employees.

For large enterprise customers, we applied the average ARR of our top 25 customers, which we believe represents the average spend of customers that have achieved widespread adoption of our platform across their

⁴  IDC, Semiannual Software Tracker, 2019 H1 Forecast Release, November 14, 2019; see the section titled “Industry, Market, and Other Data” for additional information.

⁵  S&P Global Capital IQ database; see the section titled “Industry, Market, and Other Data” for additional information.

⁶  See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of how we calculate ARR.

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organizations based on their size and use of cloud-based technology. For enterprise customers, we averaged the ARR across our top 26th to 250th customers, which we believe represents the average spend of substantial customers that have achieved moderate to high adoption of our platform, often across multiple use cases. Finally, for commercial customers, we averaged the ARR across our top 251st to 500th customers, which we believe represents the average spend of customers with more limited adoption of our platform among smaller businesses.

Our Solution

We unlock the power of data with advanced analytics based on our proprietary machine learning technology to identify and predict anomalies in real time, separating the signal from the noise, and allowing users to get continuous insights, even when they do not know what questions to ask.

We deliver analytics and insights across a wide range of use cases for a diverse user base of technical and non-technical individuals, from practitioners to executives. Our Continuous Intelligence Platform features user-friendly out-of-the-box or easily customized and personalized dashboards for a variety of purposes, and allows users to derive further insights and intelligence from integrations with domain-specific data science tools and technologies.

Our customers leverage our Continuous Intelligence Platform for four main solution areas:

• Operational Intelligence. We enable users to rapidly understand the root cause of poor performance in their application stack and quickly troubleshoot, resulting in faster deployment, reduced downtime, and enhanced customer experience.

• Security Intelligence. Our cloud-native analytics capabilities can detect real-time threats and incidents, and provide indicators of compromise that enable analysts to accelerate investigations across their multi-cloud environments.

• Business Intelligence. Our solution extracts valuable business, service, and other critical KPIs from existing data to predict and analyze customer behavior, engagement, and actions.

• Global Intelligence. Given the vast volume of data we ingest and maintain, we provide a unique operational and security benchmarking service that leverages machine learning to uncover global KPIs and key risk indicators, or KRIs, allowing organizations to measure their performance, value, and risks against the broader Sumo Logic global community.

Our Continuous Intelligence Platform is designed to collect and centralize data from a multitude of data sources by integrating seamlessly with other platforms and solutions. Our Continuous Intelligence Platform was architected to support massive scale, optimizing data ingestion, and processing, while providing powerful analytics. Our platform ingests and analyzes the machine data generated by applications, infrastructure, and microservices from cloud and on-premise environments, enabling actionable insights.

Benefits of Our Solution

• Ingest all types of machine data, in real time. Our platform collects data and derives insights about KPIs, KRIs, and service level indicators, or SLIs, from logs, events, metrics, metadata, traces, and other telemetry generated by machines. Customers can easily collect these disparate data sources from various technologies regardless of where they are deployed.

• Predictive and proactive insights. Our proprietary advanced analytics algorithms enable a proactive and predictive approach to deriving intelligence from applications and infrastructure and responding to opportunities, instead of reacting to historical events.

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• Accessible to everyone in an organization. Users can perform analysis and share results across teams, create dashboards to visualize insights, set alerts to notify teams of events, configure access to deliver information to appropriate audiences, and integrate with the full enterprise ecosystem of tools and business applications that need the data and intelligence generated by our platform.

• Multi-tenant cloud architecture. We leverage cloud, multi-tenancy, microservices, autoscaling, and deployment automation to create an efficient and resilient platform. Our platform eliminates the need for costly and slow upgrades, management overhead, and scaling issues, as well as reduces security challenges.

• Security delivered by design. Our architecture employs end-to-end encryption both in transit and at rest, security at every layer of the application, and a zero-trust execution model. Our security policies, procedures, and controls are routinely audited and attested by third parties for compliance, certification, or adherence to industry security standards and regulations, such as CSA-Star, FedRAMP In Process, HIPAA, ISO 27001, PCI/DSS Provider Level 1, and SOC 2 Type 2.

Competitive Strengths

• We efficiently service and support a broad customer base. Our platform serves businesses at any stage of digital transformation through an easy-to-use interface that includes visualizations, dashboards, and alerting capabilities. We have a simple onboarding process, allowing customers to quickly realize the benefits of Sumo Logic without costly and lengthy implementation.

• We address a broad range of use cases. Our Continuous Intelligence Platform can address a broad range of use cases, from operational intelligence to security intelligence to business intelligence.

• Our flexible subscription packages are built for scale and value. We offer flexible, multi-tiered subscription packages for access to our platform, which encourage customers to expand their adoption by providing the flexibility to ingest and analyze large volumes of data and the ability to access a broad suite of platform features without incurring overage fees.

• Powerful network effects drive adoption and platform value. Our business benefits from the investments we have made to drive powerful network effects, which further increase adoption, accelerate the value of our platform to our customers as we grow, and provide a sustainable competitive advantage.

• Customer adoption flywheel. Customers typically adopt Sumo Logic with an initial use case or single project and expand across teams and use cases, creating a powerful flywheel effect.

• Global intelligence flywheel. Our Continuous Intelligence Platform provides unique insights into our customers’ application architectures, processes, and the tools they use to build, run, and secure modern applications and infrastructures. This benchmarking allows us to offer deeper insights to our customers and accelerate the development of our platform, driving increased adoption.

• Effective go-to-market model. Our go-to-market model is designed to effectively land customers, and expand their use of our platform over time.

Our Growth Strategies

• Grow our customer base. We are focused on growing our customer base by expanding our sales and marketing efforts across the markets we serve. We are also increasing our efforts internationally to expand our market presence.

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• Expand within our customer base. We plan to grow our relationships with existing customers by making it easier and more cost-effective to increase the data they ingest, store, and utilize in our platform.

• Continue to enhance and innovate our offerings. We will continue to invest in research and development to enhance our technological innovation and support new service offerings.

• Deepen our sales channels and technology partnerships. We have developed a strong ecosystem of partners, including independent software vendors, distributors, resellers, managed service providers, and managed security service providers, to help us expand in existing markets.

Risk Factors Summary

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

• Our revenue growth rate and financial performance in recent periods may not be indicative of future performance, and we expect our revenue growth rate to fluctuate in the short term and slow in the long term;

• We have a history of net losses and we may not be able to achieve or maintain profitability in the future;

• We face intense competition and could face pricing pressure from, and lose market share to, our competitors, which would adversely affect our business, financial condition, and results of operations;

• The markets for our offerings are evolving, and our future success depends on the growth of these markets and our ability to adapt, keep pace, and respond effectively to evolving markets;

• We may fail to cost-effectively acquire new customers or obtain renewals, upgrades, or expansions from our existing customers, which would adversely affect our business, financial condition, and results of operations;

• Changes to our packaging and licensing models could adversely affect our ability to attract or retain customers;

• Our results of operations vary and are unpredictable from period to period, which could cause the market price of our common stock to decline;

• The recent global COVID-19 pandemic has harmed and could continue to harm our business and results of operations;

• Our sales cycle can be long and unpredictable, and our sales efforts require considerable time and expense;

• The loss of, or a significant reduction in use of our platform by, our largest customers would result in lower revenue and harm our results of operations;

• Any actual or perceived security or privacy breach could interrupt our operations, harm our reputation and brand, result in financial exposure, and lead to loss of user confidence in us or decreased use of our platform, any of which could adversely affect our business, financial condition, and results of operations; and

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• Upon completion of this offering, our executive officers, directors, and holders of 5% or more of our common stock will collectively beneficially own approximately                     % of the outstanding shares of our common stock and continue to have substantial control over us, which will limit your ability to influence the outcome of important transactions, including a change in control.

Channels for Disclosure of Information

Investors, the media, and others should note that, following the completion of this offering, we intend to announce material information to the public through filings with the Securities and Exchange Commission, or the SEC, the investor relations page on our website, press releases, our Twitter account (@SumoLogic), our Facebook page, our LinkedIn page, public conference calls, and webcasts.

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 incorporated in Delaware in 2010. Our principal executive offices are located at 305 Main Street, Redwood City, California 94063, and our telephone number is (650) 810-8700. Our website address is www.sumologic.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus and inclusions of our website address in this prospectus are inactive textual references only. You should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our common stock.

Sumo Logic, our logo, and our other registered or common law trademarks, service marks, or trade names appearing in this prospectus are the property of Sumo Logic, Inc. Other trademarks and trade names referred to in this prospectus are the property of their respective owners.

JOBS Act

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We may take advantage of these exemptions for so long as we are an emerging growth company, which could be as long as five full fiscal years following the completion of this offering. In addition, the JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until those standards apply to private companies. We have elected to use the extended transition period under the JOBS Act. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

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THE OFFERING

Common stock offered by us                      shares

Common stock to be outstanding after this offering                      shares

Underwriters’ over-allotment option                      shares

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 estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock, and enable access to the public equity markets for us and our stockholders. We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. Additionally, we may use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies. However, we do not have agreements or commitments for any material acquisitions or investments at this time.⁷

Concentration of ownership Upon completion of this offering, our executive officers, directors, and holders of 5% or more of our common stock will beneficially own, in the aggregate, approximately                     % of the outstanding shares of our common stock.

Proposed                      trading symbol “SUMO”

The number of shares of our common stock that will be outstanding after this offering is based on 83,041,905 shares of our common stock outstanding as of April 30, 2020, and reflects:

• 63,761,950 shares of redeemable convertible preferred stock that will automatically convert into 63,761,950 shares of common stock in connection with this offering pursuant to the terms of our restated certificate of incorporation, or the Capital Stock Conversion; and

• 19,279,955 shares of common stock outstanding.

The shares of our common stock outstanding as of April 30, 2020 exclude the following:

• 13,708 shares of our Series E redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $7.00485 per share, which would result in the issuance of 13,708 shares of our common stock in connection with the Capital Stock Conversion and this offering;

⁷  See the section titled “Use of Proceeds” for additional information.

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• 8,038 shares of our Series F redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $8.07738 per share, which would result in the issuance of 8,038 shares of our common stock in connection with the Capital Stock Conversion and this offering;

• 10,530 shares of our Series G redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $11.0153 per share, which would result in the issuance of 10,530 shares of our common stock in connection with the Capital Stock Conversion and this offering;

•                      shares of our common stock issued in connection with our acquisitions of privately-held companies;

• 203,985 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of April 30, 2020, which were assumed in connection with our acquisition of Jask Labs Inc., or Jask Labs, with a weighted-average exercise price of $9.90 per share;

• 28,174,550 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of April 30, 2020, with a weighted-average exercise price of $4.10 per share;

• 2,804,800 shares of our common stock subject to restricted stock units, or RSUs, outstanding as of April 30, 2020;

• 221,300 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after April 30, 2020, with a weighted-average exercise price of $12.11683 per share;

• 161,467 shares of our common stock subject to RSUs granted after April 30, 2020; and

•                      shares of our common stock reserved for future issuance under our equity compensation plans, consisting of:

•                      shares of our common stock to be reserved for future issuance under our 2020 Equity Incentive Plan, or our 2020 Plan, which will become effective prior to the completion of this offering;

•                      shares of our common stock reserved for future issuance under our 2010 Stock Plan, or our 2010 Plan, which number of shares will be added to the shares of our common stock to be reserved for future issuance under our 2020 Plan upon its effectiveness, at which time we will cease granting awards under our 2010 Plan; and

•                      shares of our common stock to be reserved for future issuance under our 2020 Employee Stock Purchase Plan, or our ESPP, which will become effective prior to the completion of this offering.

Our 2020 Plan and ESPP each provide for annual automatic increases in the number of shares reserved thereunder and our 2020 Plan also provides for increases to the number of shares that may be granted thereunder based on shares under our 2010 Plan that expire, are forfeited, or otherwise repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

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

• the Capital Stock Conversion will occur in connection with this offering;

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

• no exercise of outstanding stock options and warrants or settlement of outstanding RSUs subsequent to April 30, 2020; and

• no exercise by the underwriters of their over-allotment option.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our historical consolidated financial and other data. We have derived the summary consolidated statements of operations data for the years ended January 31, 2018, 2019, and 2020 from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the three months ended April 30, 2019 and 2020 and the consolidated balance sheet data as of April 30, 2020 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited interim consolidated financial statements on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to state fairly the financial information set forth in those statements. The summary consolidated financial data in this section are not intended to replace our consolidated financial statements and related notes. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for the three months ended April 30, 2020 are not necessarily indicative of results to be expected for the full year or any other period. The following summary consolidated financial and other data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31, and January 31.

Consolidated Statements of Operations Data

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands, except for per share data)
Revenue	$	67,828		$	103,642		$	155,056		$	32,456		$	47,202
Cost of revenue(1)		22,438			29,010			44,498			8,829			14,426
Gross profit		45,390			74,632			110,558			23,627			32,776
Operating expenses:
Research and development(1)		25,261			36,240			52,462			10,161			17,699
Sales and marketing(1)(2)		43,082			72,218			107,239			22,416			29,456
General and administrative(1)		9,606			14,347			37,263			6,362			9,077
Impairment of capitalized internal-use software		—			—			6,689			—			—
Total operating expenses		77,949			122,805			203,653			38,939			56,232
Loss from operations		(32,559	)		(48,173	)		(93,095	)		(15,312	)		(23,456	)
Interest and other income, net		568			1,096			1,982			271			228
Interest expense		(19	)		(105	)		(123	)		(24	)		(159	)
Loss before provision for income taxes		(32,010	)		(47,182	)		(91,236	)		(15,065	)		(23,387	)
Provision for income taxes		425			607			901			189			178
Net loss	$	(32,435	)	$	(47,789	)	$	(92,137	)	$	(15,254	)	$	(23,565	)
Net loss per share attributable to common stockholders, basic and diluted(3)	$	(2.92	)	$	(3.88	)	$	(6.18	)	$	(1.14	)	$	(1.28	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(3)		11,092			12,314			14,907			13,373			18,392
Pro forma net loss per share, basic and diluted (unaudited)(3)							$	(1.21	)				$	(0.29	)
Weighted-average shares used in computing pro forma net loss per share, basic and diluted (unaudited)(3)								76,234						82,154

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

	Year Ended January 31,						Three Months Ended April 30,
	2018		2019		2020		2019		2020
	(in thousands)
Cost of revenue(b)	$	76	$	52	$	179	$	21	$	62
Research and development(a)(b)		933		1,609		5,940		683		2,029
Sales and marketing(b)		970		1,856		5,791		823		1,527
General and administrative(b)		851		3,060		10,124		1,904		1,449
Total stock-based compensation	$	2,830	$	6,577	$	22,034	$	3,431	$	5,067

(a) See Note 11 to our consolidated financial statements included elsewhere in this prospectus for the capitalized stock-based compensation expense related to internal-use software development costs.

(b) See Note 11 to our consolidated financial statements included elsewhere in this prospectus for the incremental stock-based compensation expense related to transfers of our common stock by our current and former employees to existing investors for amounts over the estimated fair value at the date of the transaction.

(2) During the year ended January 31, 2020 and the three months ended April 30, 2020, we recorded sales and marketing expenses of $4.5 million and $1.5 million, respectively, for additional compensation and other costs related to the employment status of certain current and former employees. Of the aggregate $6.0 million, approximately $4.5 million is expected to be paid as part of an agreement that has been reached in principle. For more information, see the section titled “Business—Legal Proceedings.”

(3) See Note 14 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to compute the historical and pro forma net loss per share and the number of shares used in the computation of the per share amounts.

Consolidated Balance Sheet Data

	As of April 30, 2020
	Actual			Pro Forma(1)			Pro Forma as Adjusted(2)(3)
	(in thousands)
Cash and cash equivalents	$	114,440		$	114,440		$
Working capital(4)		39,437			39,437
Total assets		243,989			243,989
Deferred revenue		88,787			88,787
Long-term debt		24,250			24,250
Redeemable convertible preferred stock		340,167			—
Additional paid-in capital		103,195			445,927
Accumulated deficit		(341,059	)		(343,374	)
Total stockholders’ (deficit) equity		(238,203	)		102,220

(1) The pro forma column in the consolidated balance sheet data table above reflects (a) the Capital Stock Conversion, as if such conversion had occurred on April 30, 2020, (b) the automatic conversion of outstanding warrants to purchase up to 32,276 shares of our redeemable convertible preferred stock into warrants to purchase up to 32,276 shares of our common stock and the resulting reclassification of the redeemable convertible preferred stock warrant liability to additional paid-in capital, (c) stock-based compensation expense of $2.3 million associated with RSUs subject to service-based and performance-based vesting conditions, which we will recognize upon the completion of this offering, reflected as an increase in additional paid-in-capital and accumulated deficit, as further described in Note 2 to our consolidated financial statements included elsewhere in this prospectus, and (d) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering.

(2) The pro forma as adjusted column in the balance sheet data table above gives effect to (a) the pro forma adjustments set forth above and (b) 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 estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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

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adjusted cash and cash equivalents, working capital, total assets, and total stockholders’ equity by $                     million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions payable by us. 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, and total stockholders’ equity by $                     million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions payable by us.

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

Non-GAAP Financial Measures⁸

In addition to our financial information presented in accordance with GAAP, we believe the following non-GAAP financial measures are useful to investors in evaluating our operating performance. We use the following non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, may be helpful to investors because they provide consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. The non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as analytical tools, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies. 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. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, excluding stock-based compensation expense recorded to cost of revenue and amortization of acquired intangible assets. We use non-GAAP gross profit and non-GAAP gross margin in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Gross profit	$	45,390		$	74,632		$	110,558		$	23,627		$	32,776
Non-GAAP gross profit		45,558			75,001			113,306			23,727			34,543
Gross margin		67	%		72	%		71	%		73	%		69	%
Non-GAAP gross margin		67	%		72	%		73	%		73	%		73	%

Non-GAAP Operating Loss and Non-GAAP Operating Margin

We define non-GAAP operating loss and non-GAAP operating margin as loss from operations and operating margin, respectively, excluding stock-based compensation expense, amortization of acquired intangible

⁸  See the section titled “Reconciliation of Non-GAAP Financial Measures to Most Directly Comparable GAAP Financial Measures” for a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP.

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assets, acquisition-related expenses, and impairment of capitalized internal-use software. We use non-GAAP operating loss and non-GAAP operating margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Loss from operations	$	(32,559	)	$	(48,173	)	$	(93,095	)	$	(15,312	)	$	(23,456	)
Non-GAAP operating loss		(29,637	)		(41,279	)		(58,798	)		(11,802	)		(16,684	)
Operating margin		(48	)%		(46	)%		(60	)%		(47	)%		(50	)%
Non-GAAP operating margin		(44	)%		(40	)%		(38	)%		(36	)%		(35	)%

Free Cash Flow

We define free cash flow as cash used in operating activities less purchases of property and equipment and capitalized internal-use software. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors, and investors with information about our future ability to generate or use cash to enhance the strength of our balance sheet and further invest in our business and pursue potential strategic initiatives.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands)
Cash used in operating activities	$	(6,528	)	$	(22,127	)	$	(48,569	)	$	(5,487	)	$	(11,123	)
Cash used in investing activities	$	(2,959	)	$	(1,544	)	$	(23,385	)	$	(2,493	)	$	(486	)
Cash provided by financing activities	$	74,986		$	1,654		$	108,135		$	1,885		$	24,827
Free cash flow	$	(8,137	)	$	(23,671	)	$	(56,225	)	$	(7,980	)	$	(11,609	)

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our common stock. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be 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

Our revenue growth rate and financial performance in recent periods may not be indicative of future performance, and we expect our revenue growth rate to fluctuate in the short term and slow in the long term.

We have experienced rapid revenue growth in recent periods, with revenue of $67.8 million, $103.6 million, $155.1 million, $32.5 million, and $47.2 million for fiscal 2018, 2019, 2020, and the three months ended April 30, 2019 and 2020, respectively. You should not rely on our revenue for any previous quarterly or annual period as any indication of our revenue or revenue growth in future periods. As we grow our business, we expect our revenue growth rates to fluctuate in the short term and slow in future periods due to a number of reasons, which may include slowing demand for our platform, increasing competition, a decrease in the growth of our overall market or market saturation, and our failure to capitalize on growth opportunities. In addition, our growth rates are likely to experience increased volatility, and are likely to decline, due to global societal and economic disruption as a result of the COVID-19 pandemic.

We have a history of net losses and we may not be able to achieve or maintain profitability in the future.

We have incurred net losses since our inception, and we expect to continue to incur net losses in the near future. We incurred net losses of $32.4 million, $47.8 million, $92.1 million, $15.3 million, and $23.6 million for fiscal 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020, respectively. As of April 30, 2020, we had an accumulated deficit of $341.1 million. Because the market for our platform is rapidly evolving, it is difficult for us to predict our future results of operations. We expect our operating expenses to increase significantly over the next several years, as we continue to hire additional personnel, particularly in sales and marketing and research and development, expand our operations and infrastructure, both domestically and internationally, and continue to develop our platform features. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. In addition to the expected costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. If we fail to increase our revenue to sufficiently offset the increases in our operating expenses, we will not be able to achieve or maintain profitability in the future.

We face intense competition and could face pricing pressure from, and lose market share to, our competitors, which would adversely affect our business, financial condition, and results of operations.

The markets in which we operate are competitive and characterized by rapid changes in technology, customer requirements, and industry standards, and frequent introductions of improvements to existing offerings. Our business model of delivering continuous intelligence through the cloud is still relatively new and has only recently gained market traction. Moreover, many established businesses are aggressively competing against us and have offerings that have functionalities similar to those of our platform. We expect competition to increase as other established and emerging companies enter this market, as customer requirements evolve, and as new offerings and technologies are introduced. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position would weaken, and our business, financial condition, and results of operations would be adversely affected.

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Our competitors and potential competitors include providers of tools such as analytics, enterprise and open source search, SIEM, monitoring, and other software offerings that customers may perceive as substitutes for our platform. Our primary competitors include Splunk and Elastic. Other competitors include Datadog, cloud infrastructure providers such as Amazon Web Services, Microsoft Azure, or Azure, Google Cloud Platform, or GCP, and various private companies.

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages, such as:

• greater name recognition, longer operating histories, and larger customer bases;

• larger sales and marketing budgets and resources;

• broader distribution and established relationships with channel partners and customers;

• greater customer support resources;

• greater resources to make acquisitions and enter into strategic partnerships;

• lower labor and research and development costs;

• larger and more mature intellectual property rights portfolios; and

• substantially greater financial, technical, and other resources.

Conditions in our market could change rapidly and significantly as a result of technological advancements, the emergence of new entrants into the market, partnering or acquisitions by our competitors, or continuing market consolidation. New start-up companies that innovate and competitors that are making significant investments in research and development may invent similar or superior offerings and technologies that compete with our offerings. Potential customers may also believe that substitute technologies which have similar functionality or features as our platform are sufficient, or they may believe that point solutions that address narrower segments overall are nonetheless adequate for their needs. Some of our current or potential competitors have made or could make acquisitions of businesses or establish cooperative relationships that may allow them to offer more directly competitive and comprehensive offerings than were previously offered and adapt more quickly to new technologies and customer needs.

Additionally, competition continues to increase in the markets in which we operate, and we expect competition to further increase in the future, including from new and emerging companies, which could lead to increased pricing pressures. Our competitors vary in size, and some may have substantially broader and more diverse offerings, which may allow them to leverage their relationships based on other offerings or incorporate functionality into existing offerings to gain business in a manner that discourages users from purchasing access to our platform, including through selling at zero or negative margins, offering concessions, bundling offerings, or maintaining closed technology platforms. In addition, certain customer segments and industries have been more severely impacted by the ongoing effects of the COVID-19 pandemic, such as small- and mid-market businesses and certain industries including manufacturing, transportation, travel, and retail, which may lead to increased pricing pressure, increased customer churn, or a reduced ability or willingness to replace a competitor’s offering with our platform. Any decrease in the subscriptions prices for our platform, without a corresponding decrease in costs or increase in volume, would adversely impact our gross profit. Gross profit could also be adversely affected by a shift towards lower-tiered subscription packages. If we are unable to maintain our pricing or market share due to competitive pressures or other factors, our business, financial condition, and results of operations would be adversely affected.

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The markets for our offerings are evolving, and our future success depends on the growth of these markets and our ability to adapt, keep pace, and respond effectively to evolving markets.

The markets for our offerings are in a relatively early stage of development, and it is uncertain whether these markets will grow, and even if they do grow, how rapidly they will grow, how much they will grow, or whether our platform will be widely adopted. As such, any predictions or forecasts about our future growth, revenue, and expenses may not be as accurate as they would be if we had a longer operating history or operated in more predictable markets. Any expansion in our markets depends on a number of factors, including the cost, performance, and perceived value associated with our platform and the offerings of our competitors.

Our success will depend, in part, on market acceptance and the widespread adoption of our cloud-native platform as an alternative to on-premise offerings, and selection of our platform over competing cloud offerings that may have similar functionality. Cloud technologies are still evolving and we cannot predict marketplace acceptance of our platform or the development of offerings based on entirely new technologies. Many organizations have invested substantial resources into on-premise systems and may be reluctant or unwilling to migrate to our cloud-native platform. Our market is subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing customer needs, requirements, and preferences. Demand for our offering is affected by a number of factors beyond our control, including the timing of development and release of new offerings by our competitors, technological change, and growth or contraction in our market generally.

We expect the proliferation of data to lead to an increase in the data analysis demands of our customers, and our platform may not be able to meet those demands or may not be chosen by users for those needs. We have in the past experienced delays in launching additional platform features or enhanced functionality because of the swiftly changing technological landscape and evolving customer demands. Particularly as a result of the broadly applicable nature of our platform, innovation across the IT infrastructure, architecture, stack components, or IT environment can all impact the adoption rates for our platform. Our success will depend, in part, on our ability to enhance our platform, including timely developing and introducing new platform features that keep pace with technological and competitive developments, expand the use cases for our platform, and respond to changing customer needs, requirements, and preferences. It is difficult to predict customer demand for our platform or for Continuous Intelligence offerings generally, the size and growth rate of this market, the success of competitive offerings, or shifts in customer preferences. If the market for Continuous Intelligence does not grow, or if we are unable to adapt, keep pace, and respond effectively to the evolution of this market, our business, financial condition, and results of operations would be adversely affected.

We may fail to cost-effectively acquire new customers or obtain renewals, upgrades, or expansions from our existing customers, which would adversely affect our business, financial condition, and results of operations.

Our continued growth depends, in part, on our ability to cost-effectively acquire new customers. Numerous factors, however, may impede our ability to add new customers, including our inability to convert new organizations into paying customers, our failure to attract, effectively train, retain, and motivate sales and marketing personnel, our failure to develop or expand relationships with channel or technology partners, our inability to convert initial adoption into ongoing utilization of our platform, and our failure to successfully deliver our platform and provide quality customer support once delivered.

Our success also depends, in part, on our customers renewing their subscriptions when existing contract terms expire, and our ability to expand our relationships with our existing customers. Our customers have no obligation to renew or upgrade their subscriptions, and in the normal course of business, some customers have elected not to renew. In addition, our customers may decide not to renew their subscriptions with a similar contract period or at the same prices or terms, or may decide to downgrade their subscriptions. For example, the impact of the COVID-19 pandemic on the current economic environment has caused, and may in the future cause, such customers to request concessions including extended payments terms or better pricing. We believe

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that the COVID-19 pandemic has also caused delays in renewal decisions for some of our existing customers, has reduced effectiveness of our sales and marketing efforts, and has reduced the duration of subscriptions. In addition, the COVID-19 pandemic could result in increased customer churn, a lengthening of our sales cycle with some of our potential customers, or reduced contract value with prospective or existing customers. Our customer retention or our customers’ use of our platform may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our platform and our customer support, our packaging and licensing models, the prices, features, or perceived value of competing offerings, changes to our offerings, or general economic conditions. We will need to continue to maintain or improve our dollar-based net retention rate to support our growth, and our ability to expand our relationships with customers may require more sophisticated and costly sales efforts. If our customers’ renewals or expansions fall below expectations, and as a result our dollar-based net retention rate decreases, our business, financial condition, and results of operations would be adversely affected.

In addition, our ability to expand our relationship with our customers depends in large part on our ability to enhance and improve our platform, introduce compelling new features, and address additional use cases. The success of any new or enhanced platform features depends on several factors, including market demand for the enhanced features, timely completion and delivery, adequate quality testing, integration of our platform with existing technologies and applications, and competitive pricing. If we are unable to successfully develop new platform features, enhance our existing platform features to meet customer requirements, or otherwise gain market acceptance, our business, financial condition, and results of operations would be adversely affected. If our customers do not renew, upgrade, or expand their subscriptions, renew their subscriptions on less favorable terms, or fail to increase adoption of our platform, including tiered or premium features, our business, financial condition, and results of operations would be adversely affected.

Changes to our packaging and licensing models could adversely affect our ability to attract or retain customers.

We offer flexible, multi-tiered packaging and licensing models for our platform, including subscriptions and premium add-ons. We are continuing to iterate and optimize our packaging and licensing models as we evaluate customer preferences, needs, and use of our platform, and expect that our packaging and licensing models will continue to evolve. Many factors could significantly affect our pricing strategies, including operating costs, our competitors’ pricing and marketing strategies, customer use patterns, and general economic conditions. We may face downward pressure from our customers regarding our pricing and competitors with different pricing models may attract customers that are uncomfortable with our multi-tiered packaging and licensing models, which would cause us to lose business or modify our packaging and licensing models, both of which could adversely affect our business, financial condition, and results of operations. Changes to our packaging and licensing models may also affect our revenue recognition and other accounting policies, which may adversely affect our results of operations in any given fiscal period.

Certain of our competitors or potential competitors offer, or may in the future offer, lower-priced point solutions or a broader range of platform features. Similarly, certain competitors may use marketing strategies that enable them to attract or retain new customers at a lower cost than us. Moreover, our customers may demand substantial price discounts as part of the negotiation of subscription contracts. There can be no assurance that we will not be forced to reduce the pricing for our platform or to increase our sales and marketing and other expenses to attract and retain customers in response to competitive pressures. We have launched, and may in the future launch, new pricing strategies and initiatives, or modify existing packaging and licensing models, any of which may not ultimately be successful in attracting and retaining customers. In addition, if the features on our platform change, then we may need to revise our packaging and licensing methodologies. Any such changes to our packaging and licensing models or our ability to efficiently price our platform could adversely affect our business, financial condition, and results of operations.

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Our results of operations vary and are unpredictable from period to period, which could cause the market price of our common stock to decline.

Our results of operations may fluctuate from period to period as a result of a number of factors, many of which are outside of our control and may be difficult to predict. Some of the factors that may cause our results of operations to fluctuate from period to period include:

• market acceptance and the level of demand for our platform;

• the quality and level of our execution of our business strategy and operating plan;

• the effectiveness of our sales and marketing programs;

• the length of our sales cycle, including the timing of renewals;

• our ability to attract new customers and convert our pipeline into paying customers, particularly large enterprises;

• our ability to retain customers and expand their adoption of our platform, particularly our largest customers;

• our ability to successfully expand internationally and penetrate key markets;

• technological changes and the timing and success of new or enhanced platform features by us or our competitors or any other change in the competitive landscape of our market;

• changes in deferred revenue and remaining performance obligations due to seasonality, the timing of renewals, average contract term, or the timing of software revenue recognition, all of which may impact implied growth rates;

• changes to our packaging and licensing models, which may impact the timing and amount of revenue recognized;

• increases in and the timing of operating expenses that we may incur to grow our operations and to remain competitive;

• pricing pressure as a result of competition or otherwise;

• seasonal buying patterns;

• delays in our sales cycle, decreases in sales to new customers, and reductions in upselling and cross-selling to existing customers due to the impact on global business and IT spending as a result of the COVID-19 pandemic;

• the implementation of cost-saving activities as a result of the COVID-19 pandemic, including the effect of a hiring pause or headcount reductions;

• the impact and costs, including those with respect to integration, related to the acquisition of businesses, talent, technologies, or intellectual property rights;

• changes in the legislative or regulatory environment;

• adverse litigation judgments, settlements, or other litigation-related costs; and

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• general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability.

Any one or more of the factors above may result in significant fluctuations in our results of operations. We also intend to continue to invest significantly to grow our business in the near future rather than optimizing for profitability or cash flows. In addition, we generally experience seasonality in terms of when we enter into agreements with customers, and our quarterly results of operations generally fluctuate from quarter to quarter depending on customer buying habits. This seasonality is reflected to a much lesser extent, and sometimes is not immediately apparent, in revenue, due to the fact that we recognize subscription revenue ratably over the term of the subscription, which is generally one year, but can be three years or longer. We expect that seasonality will continue to affect our results of operations in the future and may reduce our ability to predict cash flow and optimize the timing of our operating expenses.

The variability of our results of operations or other operating estimates could result in our failure to meet our expectations or those of securities analysts or investors. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our common stock could decline, and we could face costly lawsuits, including securities class action suits.

The recent global COVID-19 pandemic has harmed and could continue to harm our business and results of operations.

The COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide, including in the geographic areas in which we conduct our business operations and from which we generate our revenue. It has also caused extreme societal, economic, and financial market volatility, resulting in business shutdowns and potentially leading to a global economic downturn. The magnitude and duration of the resulting decline in business activity cannot currently be estimated with any degree of certainty and has had several effects on our business and results of operations, including, among other things:

• negatively impacting IT spending, which has caused potential customers to delay or forgo purchases of subscriptions to our platform, and which has caused some existing customers to fail to renew subscriptions, reduce their usage, or fail to expand their usage of our platform within their organizations; and

• restricting our sales operations and marketing efforts, and reducing the effectiveness of such efforts in some cases.

The COVID-19 pandemic may cause us to continue to experience the foregoing challenges in our business in the future and could have other effects on our business, including delaying or lengthening our sales cycle, increasing customer churn, delaying collections or resulting in an inability to collect accounts receivable, and disrupting our ability to develop new offerings and enhance existing offerings, market and sell our platform, and conduct business activities generally.

In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, we have taken precautionary measures intended to reduce the risk of the virus spreading to our employees, our customers, and the communities in which we operate, and we may take further actions as required by government entities or that we determine are in the best interests of our employees, customers, partners, and suppliers. In particular, governmental authorities have instituted shelter-in-place policies or other restrictions in many jurisdictions in which we operate, including in the San Francisco Bay Area where our headquarters are located, which policies require most of our employees to work remotely. Even once shelter-in-place policies or other governmental restrictions are lifted, we expect to take a measured and careful approach to have employees returning to offices and travel for business. These precautionary measures and policies could negatively impact employee

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productivity, training, and collaboration or otherwise disrupt our business operations. The extent and duration of working remotely may expose us to increased risks of security breaches or incidents. We may need to enhance the security of our platform, our data, and our internal IT infrastructure, which may require additional resources and may not be successful. Furthermore, we have taken, and expect to continue to take, a number of proactive actions to manage our operating expenses in light of the uncertainty caused by the COVID-19 pandemic, including effecting a hiring pause, implementing a reduction in executive salaries, and implementing headcount reductions across our company.

In addition, COVID-19 has disrupted and may continue to disrupt the operations of our customers and channel partners. Other disruptions or potential disruptions include restrictions on our personnel and the personnel of our partners to travel and access customers for training, delays in product development efforts, and additional government requirements or other incremental mitigation efforts that may further impact our business and results of operations. The extent to which the COVID-19 pandemic continues to impact our business and results of operations will also depend on future developments that are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the disease, the duration and spread of the outbreak, the scope of travel restrictions imposed in geographic areas in which we operate, mandatory or voluntary business closures, the impact on businesses and financial and capital markets, and the extent and effectiveness of actions taken throughout the world to contain the virus or treat its impact. An extended period of global supply chain and economic disruption as a result of the COVID-19 pandemic could have a material negative impact on our business, results of operations, and financial condition, though the full extent and duration is uncertain. To the extent the COVID-19 pandemic continues to adversely affect our business and financial results, it is likely to also have the effect of heightening many of the other risks described in this “Risk Factors” section.

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

Our quarterly results of operations fluctuate, in part, because of the resource intensive nature of our sales efforts and the length and variability of our sales cycle. The length of our sales cycle, from initial contact with our sales team to a contractual commitment from a customer, can vary substantially from customer to customer based on customer size, deal complexity, as well as whether a sale is made directly by us or through a channel partner. We recently expanded our packaging and licensing model. Our limited experience marketing and selling under this packaging and licensing model may affect the length of our sales cycle and our ability to predict the length of our sales cycle or the anticipated size of potential subscriptions. Our sales cycle can vary considerably, and may be lengthened and made more uncertain by regional or global events, such as the COVID-19 pandemic. Such events have resulted in and may continue to cause a general reduction in IT spending by our customers, which will further affect our ability to estimate not only the length of the sales cycle, but also the anticipated size of potential subscriptions. Further, our sales cycle may lengthen as we continue to focus our sales efforts on large enterprises. Further, our results of operations depend, in part, on subscription renewals from customers and increasing sales to our existing customers, which may also be reduced as a result of regional or global events. If a customer does not renew on time or as expected, it can negatively affect our revenue for a given period. It is difficult to predict exactly whether or when we will make a sale to a potential customer or if we can increase sales to our existing customers. As a result, initial sales or renewals have, in some cases, occurred in quarters subsequent to what we anticipated, or have not occurred at all. The loss or delay of one or more transactions in a quarter could impact our results of operations for that quarter and any future quarters for which revenue from that transaction is delayed.

The loss of, or a significant reduction in use of our platform by, our largest customers would result in lower revenue and harm our results of operations.

Our future success depends, in part, on establishing and maintaining successful relationships with a diverse set of customers. Our largest customers come from a variety of industries, including industries that are subject to significant fluctuations in their business, which may result in fluctuations in their use of our platform and the revenue we generate from them. Certain larger customers can also have greater variability in the revenue we generate from them because of the nature of their specific contractual arrangements or use cases with us, which

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could impact our results of operations, as well as ARR, dollar-based net retention rate, and other business metrics. Certain customer industries have been more severely impacted by the ongoing effects of the COVID-19 pandemic, such as manufacturing, transportation, travel, and retail, leading to increased fluctuations in their business and their adoption of our platform. The loss of one or more large customers or a reduction in usage by any such customers would reduce our revenue and negatively impact forecasts of future growth, ARR, dollar-based net retention rate, and other business metrics. The portion of our revenue attributable to individual customers may increase in the future, which would increase our dependency on a limited number of customers for a larger portion of our revenue. If we fail to maintain relationships with existing large customers or develop relationships with new customers that generate significant revenue for us, our business, financial condition, and results of operations would be harmed.

Any actual or perceived security or privacy breach could interrupt our operations, harm our reputation and brand, result in financial exposure, and lead to loss of user confidence in us or decreased use of our platform, any of which could adversely affect our business, financial condition, and results of operations.

The use of our platform involves the collection, storage, processing, and transmission of customers’ data. In addition, we collect, process, store, and transmit our own data as part of our business operations. Our data or our customers’ data may include personal data, or confidential or proprietary information. Increasingly, threats from computer malware, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, employee theft or misuse, and general hacking have become more prevalent in our industry, particularly against cloud-native services and vendors of security solutions. Any of these security incidents could result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of, or loss of our data or our customers’ data, or disrupt our ability to provide our platform. Any actual or perceived security incident could interrupt our operations, harm our reputation and brand, result in remediation and cybersecurity protection costs, result in lost revenue, lead to litigation and legal risks, increase our insurance premiums, result in any other financial exposure, lead to loss of user confidence in us or decreased use of our platform, and otherwise damage our competitiveness, business, financial condition, and results of operations.

We have taken steps to protect the data that we have access to, but our security measures or those of our third-party service providers could be insufficient and breached as a result of third-party action, employee errors, technological limitations, defects or vulnerabilities in our offerings or those of our third-party service providers, malfeasance, or otherwise. Additionally, with our employees currently working remotely due to the COVID-19 pandemic, we may be exposed to increased risks of security breaches or incidents. We may need to enhance the security of our platform, our data, and our internal IT infrastructure, which may require additional resources and may not be successful. Furthermore, because we do not control our third-party service providers and our ability to monitor their data security is limited, we cannot ensure the security measures they take will be sufficient to protect our and our customers’ data. There can be no assurance that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats. We have developed systems and processes to protect the integrity, confidentiality, and security of our data and our customers’ data, but our security measures or those of our third-party service providers could fail and result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of, or loss of such data. Further, because there are many different security breach techniques and such techniques continue to evolve and are generally not detected until after an incident has occurred, we may be unable to implement adequate preventative measures, anticipate attempted security breaches or other security incidents, or react in a timely manner. In addition, we have recently seen an increase in phishing attempts and spam emails in connection with the COVID-19 pandemic.

Any security breach or other security incident that we or our third-party service providers experience, or the perception that one has occurred, could result in a loss of customer confidence in the security of our platform, harm our reputation and brand, reduce the demand for our platform, disrupt normal business operations, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to legal liabilities, including litigation, regulatory enforcement and orders, disputes,

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investigations, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, and significant costs for remediation, any of which could adversely affect our results of operations. In addition, our remediation efforts may not be successful. We cannot ensure that any limitation of liability provisions in our customer and user agreements, contracts with third-party vendors and service providers, and other contracts for a security lapse or breach or other security incident would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim. These risks may increase as we continue to grow and collect, process, store, and transmit increasingly large amounts of data.

Many governments have enacted laws requiring companies to notify individuals of data security incidents or unauthorized transfers involving certain types of personal data. Accordingly, security incidents experienced by our competitors, by our customers or by us may lead to negative publicity. Further, if a security breach occurs with respect to another SaaS provider, our customers and potential customers may lose trust in the security of software delivered through the cloud generally, which could adversely impact our ability to retain existing customers or attract new ones, which could adversely affect our business, financial condition, and results of operations.

Moreover, our insurance coverage may not be adequate for liabilities incurred or cover any indemnification claims against us relating to any security incident or breach or an insurer may deny coverage of claims. In the future, we may not be able to secure insurance for such matters on commercially reasonable terms, or at all. 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 adversely affect our business, financial condition, and results of operations.

Real or perceived defects, errors, or vulnerabilities in our platform could harm our reputation and adversely affect our business, financial condition, and results of operations.

Our platform is complex and, despite extensive testing and quality control, has in the past and may in the future contain defects, errors, or vulnerabilities, or may not perform as contemplated. These defects, errors, or vulnerabilities could result in exposure of data, data loss, data leakage, unanticipated downtime, or other events that would result in harm to our reputation, loss of customers or revenue, refunds, order cancellations, service terminations, or lack of market acceptance of our platform. Cloud-based services often contain undetected defects, errors, or vulnerabilities when first introduced or when new versions or enhancements are released. As the use of our platform, including features that were recently developed, expands to more sensitive, secure, or mission critical uses by our customers, we may be subject to increased scrutiny, reputational risk, or liability should our platform fail to perform as contemplated in such deployments. In addition, the wide availability of open source software used in our solutions could expose us to security vulnerabilities. We have in the past and may in the future identify defects, errors, or vulnerabilities, which could inadvertently permit access to or exposure of customer data. Any such defects, errors, or vulnerabilities would require us to make corrections to our platform, which could require us to allocate significant research and development and customer support resources to address any such problems. Further, as we make acquisitions, we may encounter difficulties in integrating acquired technologies into our services and in augmenting those technologies to meet the quality standards that are consistent with our brand and reputation.

Our agreements with customers, channel partners, and other third parties may include indemnification provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred in connection with any such defects or errors on our platform, or other liabilities relating to or arising from our platform. Some of these indemnity agreements provide for uncapped liability for which we would be responsible, and some indemnity provisions survive termination or expiration of the applicable agreement. Large indemnity payments could harm our business, financial condition, and results of operations. Although we attempt to contractually limit our liability with respect to such indemnity obligations, we are not always successful and may still incur substantial liability related to such claims. In addition, although we carry general liability insurance, our insurance against this liability may not be adequate to cover a potential claim, and such coverage may not be available to us on acceptable terms, or at all. Any dispute with a customer or other third party with respect to

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such obligations could have adverse effects on our relationship with such customer or other third party, our reputation, or demand for our platform. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

We rely on Amazon Web Services to deliver our platform to our customers, and any disruption of, or interference with, our use of Amazon Web Services could adversely affect our business, financial condition, and results of operations.

Amazon Web Services, or AWS, is a third-party provider of cloud infrastructure services. We outsource substantially all of the infrastructure relating to our cloud-native platform to AWS. Our customers need to be able to access our platform at any time, without interruption or degradation of performance. Our platform depends, in part, on the virtual cloud infrastructure hosted in AWS. Although we have disaster recovery plans that utilize multiple AWS locations, any incident affecting their infrastructure that may be caused by fire, flood, severe storm, earthquake or other natural disasters, power loss, telecommunications failures, cyber-attacks, terrorist or other attacks, and other similar events beyond our control, could adversely affect our cloud-native platform. Additionally, AWS may experience threats or attacks from computer malware, ransomware, viruses, social engineering (including phishing attacks), denial of service or other attacks, employee theft or misuse and general hacking have become more prevalent in our industry, particularly against cloud-native services and vendors of security solutions. Any of these security incidents could result in unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, destruction of, or loss of our data or our customers’ data or disrupt our ability to provide our platform or service. A prolonged AWS service disruption affecting our cloud-native platform for any of the foregoing reasons would adversely impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, result in substantial costs for remediation, cause us to lose customers, or otherwise harm our business, financial condition, or results of operations. We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use.

Our commercial agreement with AWS will remain in effect until the completion of its term or if terminated by AWS or us for cause upon a breach of the agreement. Termination upon a material breach is subject to providing the breaching party prior notice and a 30-day cure period. In the event that our AWS service agreements are terminated, or there is a lapse of service, elimination of AWS services or features that we utilize, or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging for or creating new facilities or re-architecting our platform for deployment on a different cloud infrastructure service provider, which would adversely affect our business, financial condition, and results of operations.

We depend on our sales force, and we may fail to attract, retain, motivate, or train our sales force, which could adversely affect our business, financial condition, and results of operations.

We depend on our sales force to obtain new customers and to drive additional sales to existing customers by selling them new subscriptions and expanding the value of their existing subscriptions. We believe that there is significant competition for sales personnel, including sales representatives, sales managers, and sales engineers, with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in part, on our decision to hire and success in recruiting, training, and retaining sufficient numbers of sales personnel to support our growth. Our hiring, training, and retention efforts have been, and may further be, hindered by the constraints placed on our business as a result of the COVID-19 pandemic, including measures that we take proactively and those that are imposed upon us by government authorities. New hires require significant training and may take significant time before they achieve full productivity, and our remote and online onboarding and training processes may be less effective and take longer. Further, hiring sales personnel in new countries requires additional set up and upfront costs that we may not recover if the sales personnel fail to achieve full productivity. If we are unable to attract, retain, motivate, and train sufficient numbers of effective sales personnel, our sales personnel do not reach significant levels of productivity in a timely manner, or our

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sales personnel are not successful in bringing potential customers into the pipeline, converting them into new customers, or increasing sales to our existing customer base, our business, financial condition, and results of operations would be adversely affected.

We utilize free trials and other go-to-market strategies, and we may not be able to realize the benefits of these strategies.

We utilize lead generation and other go-to-market strategies, including offering free trials of our platform, to encourage awareness, usage, familiarity with, and adoption of our platform. We spend a substantial amount of time and resources on our sales efforts without any assurance that our efforts will produce a sale. We also rely on our sales and marketing teams to promote and market our platform. These strategies may not be successful in continuing to generate sufficient sales opportunities necessary to increase our revenue. Many users of free trials of our platform never become paying customers. To the extent that users do not become, or we are unable to successfully attract, paying customers, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.

If our website fails to rank prominently in unpaid search results, traffic to our website could decline and our business, financial condition, and results of operations could be adversely affected.

Our success depends, in part, on our ability to attract users through unpaid Internet search results. The number of potential customers that we attract to our website from search engines is due in large part to how and where our website ranks in unpaid search results. These rankings can be affected by a number of factors, many of which are not in our direct control, and they may change frequently. For example, a search engine may change its ranking algorithms, methodologies, or design layouts. As a result, links to our website may not be prominent enough to drive traffic to our website, and we may not know how or otherwise be in a position to influence the results. Any reduction in the number of users directed to our website could negatively impact our ability to attract new customers or require us to increase our customer acquisition expenditures, which could adversely affect our business, financial condition, and results of operations.

We may be unable to build and maintain successful relationships with our channel partners or such channel partners may fail to perform, which could adversely affect our business, financial condition, results of operations, and growth prospects.

We employ a go-to-market business model whereby a portion of our revenue is generated by sales through our channel partners, such as independent software vendors, resellers, managed service providers, and managed security service providers, that further expand the reach of our direct sales force into additional geographies, sectors, and industries. In particular, we have entered, and intend to continue to enter, into strategic sales distributor and reseller relationships in certain international markets where we do not have a local presence. We provide certain of our channel partners with specific training and programs to assist them in selling access to our platform, but there can be no assurance that these steps will be effective, and restrictions on travel and other limitations as a result of the COVID-19 pandemic undermine our efforts to provide training and build relationships. In addition, if our channel partners are unsuccessful in marketing and selling access to our platform, it would limit our expansion into certain geographies, sectors, and industries. If we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell access to our platform to customers.

Some of these partners may also market, sell, and support offerings that are competitive with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own, or may cease selling access to our platform altogether. Our channel partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our platform to customers or violates laws or our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our channel partners, identifying additional channel

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partners, and training our channel partners to independently sell access to our platform. If our channel partners are unsuccessful in selling access to our platform, or if we are unable to enter into arrangements with or retain a sufficient number of high quality channel partners in each of the regions in which we sell access to our platform and keep them motivated to sell access to our platform, our business, financial condition, results of operations, and growth prospects could be adversely affected.

Our ability to increase sales depends, in part, on the quality of our customer support, and our failure to offer high quality support would harm our reputation and adversely affect our business and results of operations.

Our customers sometimes depend on our technical support services to resolve issues relating to our platform. If we do not succeed in helping our customers quickly resolve issues or provide effective ongoing education related to our platform, our reputation could be harmed and our existing customers may not renew or upgrade their subscriptions. To the extent that we are unsuccessful in hiring, training, and retaining adequate customer support resources, our ability to provide adequate and timely support to our customers, and our customers’ satisfaction with our platform, will be adversely affected. Our failure to provide and maintain high quality customer support would harm our reputation and brand and adversely affect our business, financial condition, and results of operations.

Our international operations and continued international expansion subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations.

We have a limited history of marketing, selling, and supporting our platform internationally. We generated 16% of our revenue outside the United States in each of fiscal 2018, 2019, and 2020 and the three months ended April 30, 2019, and 17% for the three months ended April 30, 2020. Our growth strategy depends, in part, on our continued international expansion. We are continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will be successful.

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

• greater difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer collection periods;

• higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for our international operations;

• differing labor regulations, especially in the European Union, or EU, where labor laws may be more favorable to employees;

• challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture and employee programs across all of our offices;

• fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;

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

• costs associated with language localization of our platform;

• risks associated with trade restrictions and foreign legal requirements, including any importation, certification, and localization of our platform that may be required in foreign countries;

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• greater risk of unexpected changes in regulatory requirements, tariffs and tax laws, trade laws, export quotas, customs duties, treaties, and other trade restrictions;

• costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to data privacy, data protection, and data security regulations, particularly in the EU;

• compliance with anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. Travel Act, and the UK Bribery Act 2010, violations of which could lead to significant fines, penalties, and collateral consequences for our company;

• risks relating to the implementation of exchange controls, including restrictions promulgated by the OFAC, and other similar trade protection regulations and measures;

• heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact our financial condition and result in restatements of, or irregularities in, financial statements;

• the uncertainty of protection for intellectual property rights in some countries;

• exposure to regional or global public health issues, such as the recent outbreak of the COVID-19 pandemic, and to travel restrictions and other measures undertaken by governments in response to such issues;

• general economic and political conditions in these foreign markets, including political and economic instability in some countries;

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

• double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate.

These and other factors could harm our ability to generate revenue outside of the United States and, consequently, adversely affect our business, financial condition, and results of operations.

We may fail to effectively manage our growth, which would adversely affect our business, financial condition, and results of operations.

We are a rapidly growing company, and our future growth depends, in part, on our ability to continue to meet the expanding needs of our customers and to attract new customers. Our customer count changed from 1,626 as of January 31, 2018 to 1,900 as of January 31, 2019, to 2,137 as of January 31, 2020, and to 2,131 as of April 30, 2020.⁹ As existing customers gain more experience with our platform, they may broaden their reliance on our platform, which may require that we expand our operations infrastructure as well as our dependence on third parties to support that infrastructure. To manage this growth effectively, we will need to continue to improve and expand our internal IT systems, technological operations infrastructure, financial infrastructure, and operating and administrative systems and controls, which we may not be able to do efficiently in a timely manner, or at all. To do so, we may seek to deploy offerings from third-party providers, which may not be available on commercially reasonable terms, or at all, and may not perform to our expectations. Any future growth would add complexity to our organization and require effective coordination across our organization, and failure to manage such future growth effectively could result in increased costs. If we do not accurately predict

⁹  See the section titled “Business—Our Customers” for a description of how we calculate our number of customers.

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our architecture requirements, our existing customers may experience delays, interruptions, or service outages that may subject us to financial liabilities or customer losses. If we are unable to effectively manage our growth, our business, financial condition, and results of operations would be adversely affected.

Remaining performance obligations and calculated billings may not be accurate indicators of business activity within a period.

Investors or analysts may look to both remaining performance obligations and the sum of revenue and changes in deferred revenue, sometimes referred to as “calculated billings,” as indicators of business activity in a period for businesses such as ours. However, these measures may significantly differ from underlying business activity for a number of reasons including:

• a relatively large number of transactions occur at the end of the quarter. Invoicing of those transactions may or may not occur before the end of the quarter based on various factors including receipt of information from the customer and volume of transactions. A shift of a few days has little economic impact on our business, but will shift deferred revenue from one period into the next;

• multi-year contracts and multi-year upfront billings may distort trends;

• some subscriptions may have deferred start dates; and

• some services may only be invoiced upon delivery.

Accordingly, we do not believe that remaining performance obligations or calculated billings are necessarily accurate indicators of future performance for any given period. Analysts or investors may view these measures as important as many subscription-based companies report these as key metrics. Thus, any changes in our remaining performance obligations or calculated billings could be different from the expectations of investors or analysts, and thus may adversely affect the market price of our common stock.

We depend on our management team and other highly skilled personnel, and we may fail to attract, retain, motivate, or integrate highly skilled personnel, which could adversely affect our business, financial condition, and results of operations.

We depend on the continued contributions of our management team, key employees, and other highly skilled personnel. Our management team and key employees are at-will employees, which means they may terminate their relationship with us at any time. The loss of the services of any of our key personnel or delays in hiring required personnel, particularly within our research and development and engineering teams, could adversely affect our business, financial condition, and results of operations.

Our future success also depends, in part, on our ability to continue to attract and retain highly skilled personnel. Competition for these personnel in the San Francisco Bay Area, where our headquarters is located, and in other locations where we maintain offices, is intense, and the industry in which we operate is generally characterized by significant competition for skilled personnel as well as high employee attrition. We may not be successful in attracting, retaining, training, or motivating qualified personnel to fulfill our current or future needs. Additionally, the former employers of our new employees may attempt to assert that our new employees or we have breached their legal obligations, which may be time-consuming, distracting to management, and may divert our resources. Current and potential personnel also often consider the value of equity awards they receive in connection with their employment, and to the extent the perceived value of our equity awards declines relative to our competitors, our ability to attract and retain highly skilled personnel may be harmed. If we fail to attract and integrate new personnel or retain and motivate our current personnel, our business, financial condition, and results of operations could be adversely affected.

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We recognize a substantial portion of our revenue ratably over the term of the relevant subscription period, and as a result, downturns or upturns in sales may not be immediately reflected in our results of operations.

We recognize a substantial portion of our revenue ratably over the term of our subscription agreements with our customers, which is generally one year, but can be three years or longer. As a result, a substantial portion of the revenue that we report in each period will be derived from the recognition of deferred revenue relating to agreements entered into in prior periods. Consequently, a decline in new sales or renewals in any one period may not be immediately reflected in our results of operations for such period. Any such decline, however, would be reflected in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of and demand for our platform and changes in our rate of renewals, or customer churn, which have occurred due to the COVID-19 pandemic, may not be fully reflected in our results of operations until future periods. Our subscription-based model also makes it difficult to rapidly increase our revenue through additional sales in any period, as revenue from new customers generally will be recognized over the term of the applicable agreement.

We also intend to increase our investment in research and development, sales and marketing and general and administrative functions, and other areas to grow our business. These costs are generally expensed as incurred (with the exception of sales commissions), as compared to our revenue, substantially all of which is recognized ratably in future periods. We may recognize the costs associated with such increased investments earlier than some of the anticipated benefits and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely affect our financial condition and results of operations.

We may be unable to make acquisitions and investments, successfully integrate acquired companies into our business, or our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition, and results of operations.

We have in the past acquired, and we may in the future acquire or invest in, businesses, offerings, technologies, or talent that we believe could complement or expand our platform, enhance our technical capabilities, or otherwise offer growth opportunities. We may not be able to fully realize the anticipated benefits of such acquisitions or investments. For example, we acquired Jask Labs in the third quarter of fiscal 2020. We may not successfully integrate Jask Labs’ people or solutions with ours, or achieve market acceptance of our combined solutions. The pursuit of potential acquisitions may divert the attention of management and cause us to incur significant expenses related to identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

There are inherent risks in integrating and managing acquisitions. If we acquire additional businesses, we may not be able to assimilate or integrate the acquired personnel, operations, solutions, and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits or synergies from the acquired business due to a number of factors, including, without limitation:

• unanticipated costs or liabilities associated with the acquisition, including claims related to the acquired company, its offerings, or technology;

• incurrence of acquisition-related expenses, which would be recognized as a current period expense;

• inability to generate sufficient revenue to offset acquisition or investment costs;

• inability to maintain relationships with customers and partners of the acquired business;

• challenges with incorporating acquired technology and rights into our platform and maintaining quality and security standards consistent with our brand;

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• inability to identify security vulnerabilities in acquired technology prior to integration with our technology and platform;

• inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture;

• delays in customer purchases due to uncertainty related to any acquisition;

• the need to integrate or implement additional controls, procedures, and policies;

• challenges caused by distance, language, and cultural differences;

• harm to our existing business relationships with business partners and customers as a result of the acquisition;

• potential loss of key employees;

• use of resources that are needed in other parts of our business and diversion of management and employee resources;

• inability to recognize acquired deferred revenue in accordance with our revenue recognition policies; and

• use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.

Acquisitions also increase the risk of unforeseen legal liability, including for potential violations of applicable law or industry rules and regulations, arising from prior or ongoing acts or omissions by the acquired businesses that are not discovered by due diligence during the acquisition process. We may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any future acquisitions, each of which could adversely affect our financial condition or the market price of our common stock. The sale of equity or issuance of equity-linked debt to finance any future acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

Our reputation and brand are important to our success, and we may not be able to maintain and enhance our reputation and brand, which would adversely affect our business, financial condition, and results of operations.

We believe that maintaining and enhancing our reputation as a leader in Continuous Intelligence is critical to our relationship with our existing customers, users, and channel partners and our ability to attract new customers and channel partners. The successful promotion of our brand will depend on a number of factors, including our marketing efforts, our ability to continue to develop high-quality features for our platform, our ability to successfully differentiate our platform from those of our competitors, our ability to maintain the reputation of our platform for data security, and our ability to obtain, maintain, protect and enforce our intellectual property and proprietary rights. Our brand promotion activities may not be successful or yield increased revenue. In addition, independent industry analysts often provide reports of our platform, as well as the offerings of our competitors, and perception of our platform in the marketplace may be significantly influenced by these reports. If these reports are negative, or less positive as compared to those of our competitors, our reputation and brand may be adversely affected. Additionally, the performance of our channel partners may affect our reputation and brand if customers do not have a positive experience with our platform as implemented by our channel partners or with the implementation generally. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. Additionally, our registered or unregistered trademarks or trade names may be challenged, infringed,

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circumvented or declared generic or determined to be infringing on other marks, or if we are otherwise unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. 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 geographies and markets and as more sales are generated through our channel partners. Any increase in revenue from such brand promotion initiatives may not offset the increased expenses we incur. If we do not successfully maintain and enhance our reputation and brand, our business, financial condition, and results of operations would be adversely affected.

Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could harm our business, financial condition, and results of operations.

Our success depends, in part, upon our ability to obtain, maintain, protect, and enforce our intellectual property rights, including our proprietary technology, know-how, and our brand. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws, and contractual provisions in an effort to establish and protect our proprietary rights. However, the steps we take to obtain, maintain, protect, and enforce our intellectual property rights may be inadequate, and if we fail to protect or enforce our intellectual property rights adequately, our competitors might gain access to our proprietary technology and develop and commercialize similar services or technologies, and our business, financial condition, results of operations, or prospects could be adversely affected. While we have been issued patents in the United States and have additional patent applications pending, there can be no assurance that our patent applications will result in issued patents. Even if we continue to seek patent protection in the future, we may be unable to obtain or maintain patent protection for our technology. In addition, any patents issued from pending or future patent applications or licensed to us in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. Any of our patents, trademarks, or other intellectual property rights may be challenged or circumvented by others or invalidated or held unenforceable through administrative process or litigation in the U.S, or in foreign jurisdictions. There can be no guarantee that others will not infringe on our trademarks or patents, independently develop similar offerings, duplicate any of our offerings, or design around our patents or other intellectual property rights. Further, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Moreover, policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our intellectual property rights.

We rely, in part, on trade secrets, proprietary know-how, and other confidential information to maintain our competitive position. While we generally enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances and other third parties, we cannot assure you that these agreements will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering, or disclosure of our proprietary information, know-how, and trade secrets. Further, these agreements do not prevent our competitors or partners from independently developing offerings that are substantially equivalent or superior to ours. These agreements may be breached, and we may not have adequate remedies for any such breach. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how.

We may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect. Litigation may be necessary in the future to enforce our intellectual property rights, and such litigation could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Our efforts to

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enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights, and, if such defenses, counterclaims, and countersuits are successful, we could lose valuable intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform, or harm our reputation and brand. In addition, we may be required to license additional technology from third parties to develop and market new platform features, which may not be on commercially reasonable terms, or at all, and would adversely affect our ability to compete.

Claims by others that we infringed their proprietary technology or other intellectual property rights would harm our business.

We may become subject to intellectual property disputes. Our success depends, in part, on our ability to develop and commercialize our platform and services without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, we may not be aware if our platform is infringing, misappropriating, or otherwise violating third-party intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation, or violation. Companies in the software and technology industries, including some of our current and potential competitors, are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased, or otherwise obtained. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights and to defend claims that may be brought against them.

Any claim of infringement by a third party, even those without merit, against us or for which we are required to provide indemnification could cause us to incur substantial costs defending against the claim, could distract our management from our business, and could require us to cease use of such intellectual property. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to make substantial payments for legal fees, settlement fees, damages, royalties, or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that cause us to cease selling subscriptions to our platform, we may be required to redesign any allegedly infringing portion of our platform or we may agree to a settlement that prevents us from distributing our platform or a portion thereof, any of which could adversely affect our business, financial condition, and results of operations.

With respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its intellectual property on commercially reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected platform features), effort, and expense, and may ultimately not be successful. Any of these events would adversely affect our business, financial condition, and results of operations.

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 harm our business and results of operations. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it would have a substantial adverse effect on our business, results of operations, or the market price of our common stock.

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Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to deliver our platform or subject us to litigation or other actions.

Our platform contains software modules licensed to us by third-party authors under “open source” licenses, and we expect to continue to incorporate such open source software in our platform in the future. We also contribute to the open source developer community and encourage integration and development around our platform. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. We make the source code of some of our proprietary platform features available as open source to facilitate collaboration, but this may also enable others to compete more effectively. In addition, the public availability of such software may make it easier for others to compromise our platform.

Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. We seek to ensure that our proprietary software is not combined with, and does not incorporate, open source software in ways that would require the release of the source code of our proprietary software to the public. However, if we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software. Our platform incorporates software that is licensed under an open source license which would require release of proprietary code if such platform was released or distributed to third parties. We take steps to ensure that our platform is not released or distributed. Additionally, some open source projects have known vulnerabilities and architectural instabilities and are provided on an “as-is” basis, which, if not properly addressed, could negatively affect the performance of our platform.

Although we monitor our use of open source software to avoid subjecting our platform to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their platform, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. As a result, we and our customers could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for controlling our use of open source software in our platform will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, or if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations, could be subject to significant damages, enjoined from the sale of subscriptions to our platform or other liability, or be required to seek costly licenses from third parties to continue providing our platform on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our platform if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which would adversely affect our business, financial condition, and results of operations.

The rapidly evolving framework of privacy, data protection, data transfers, or other laws or regulations worldwide may limit the use and adoption of our services and adversely affect our business.

We are subject to a variety of federal, state, local, and international laws, directives, and regulations, as well as contractual obligations, relating to the collection, use, retention, security, disclosure, transfer, and other

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processing of personal information and other data. The regulatory framework for privacy, data protection, and data transfers worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. For example, the European Court of Justice recently struck down the EU-US Privacy Shield framework, which provided companies with a mechanism to comply with data protection requirements when transferring personal data from the EU to the United States. In some cases, data privacy laws and regulations, such as the EU’s General Data Protection Regulation, or GDPR, which took effect in May 2018, impose new obligations directly on us as both a data controller and a data processor, as well as on many of our customers. In addition, domestic data privacy laws, such as the California Consumer Privacy Act, or CCPA, which took effect in January 2020, continue to evolve and could expose us to further regulatory or operational burdens. Some countries also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our platform. Complying with GDPR, CCPA, or other laws, regulations, amendments to or re-interpretations of existing laws and regulations, and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies, and restrict our business operations. Any actual or perceived failure by us to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, significant costs for remediation, damage to our reputation, or other liabilities.

In addition to government activity, privacy advocacy and other industry groups have established or may establish new self-regulatory standards that may place additional burdens on our ability to provide our services globally. Our customers expect us to meet certain voluntary certification and other standards established by third parties. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our services to certain customers and could harm our business. Furthermore, the uncertain and shifting regulatory environment may cause concerns regarding data privacy and may cause our customers or our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our services and limit adoption of our platform. Additionally, some statutory requirements, both in the United States and abroad, such as the Health Insurance Portability and Accountability Act of 1996, or HIPAA, include obligations for companies to notify individuals of security breaches involving particular personal information, which could result from breaches experienced by us or our service providers. Although we may have contractual protections with our service providers, any actual or perceived security breach could harm our reputation and brand, expose us to potential liability, or require us to expend significant resources on data security and in responding to any such actual or perceived breach.

These laws, regulations, standards, or other obligations relating to privacy, data protection, data transfers, data localization, or information security could require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer, and process data or, in some cases, impact our ability to offer our services in certain locations, to deploy our solutions, to reach current and prospective customers, or to derive insights from customer data globally. If we are obligated to fundamentally change our business activities and practices or modify our platform, we may be unable to make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new platform features could be limited. The costs of compliance with, and other burdens imposed by, these laws, regulations, standards, and obligations, or any inability to adequately address privacy, data protection, or information security-related concerns, even if unfounded, may limit the use and adoption of our services, reduce overall demand for our services, make it more difficult to meet expectations from or commitments to customers, impact our reputation, or slow the pace at which we close sales transactions, any of which could harm our business, financial condition, and results of operations.

We incorporate technology from third parties into our platform, and our inability to maintain rights to such technology would harm our business and results of operations.

We license software and other technology from third parties that we incorporate into or integrate with our platform. We cannot be certain that our licensors are not infringing the intellectual property rights of third parties

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or that our licensors have sufficient rights to the licensed intellectual property in all jurisdictions in which we may sell access to our platform. In addition, many licenses are non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Some of our agreements with our licensors may be terminated for convenience by them, or otherwise provide for a limited term. If we are unable to continue to license any of this technology for any reason, our ability to develop and sell access to our platform containing such technology could be harmed. Similarly, if we are unable to license necessary technology from third parties now, or in the future, on commercially reasonable terms or at all, we may be forced to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner, or at all, and we may be required to use alternative technology of lower quality or performance standards, which would adversely affect our business, financial condition, and results of operations.

Our platform may not interoperate with our customers’ infrastructure or with third-party offerings, which would adversely affect our business and results of operations.

Our platform is often operated in large scale, complex technology environments. Our platform must interoperate with our customers’ existing network and security infrastructure. These complex systems are developed, delivered, and maintained by our customers, myriad vendors, and service providers. As a result, the components of our customers’ infrastructure have different specifications, rapidly evolve, utilize multiple protocol standards, include multiple versions and generations of offerings, and may be highly customized. We must be able to interoperate and provide our platform to customers with highly complex and customized networks, which requires careful planning and execution. Our customers and some channel partners require training and experience in the proper use of and the benefits that can be derived from our platform to maximize their potential. Further, when new or updated elements of our customers’ infrastructure or new industry standards or protocols are introduced, we may have to update or enhance our platform to continue to effectively serve our customers. We offer prebuilt integrations with a variety of third-party cloud and software providers to allow customers to consolidate data across their infrastructure onto our platform, and we will need to continue to maintain existing integrations as other providers upgrade their offerings and develop new integrations with emerging technologies. Our competitors or other vendors may refuse to work with us to allow their offerings to interoperate with our platform, which could make it difficult for our platform to function properly in customer networks that include these third-party offerings.

We may not deliver or maintain interoperability quickly or cost-effectively, or at all. These efforts require capital investment and engineering resources. If we fail to maintain the compatibility of our platform with our customers’ network and security infrastructures, our customers may not be able to fully adopt our platform, and we may, among other consequences, experience reduced demand for our platform, which could adversely affect our business, financial condition, and results of operations. Further, the incorrect or improper implementation or use of our software, our failure to train customers on how to benefit from full utilization of our platform, or our failure to provide support services to our customers may result in errors or loss of data and as a result, dissatisfied customers, negative publicity, and harm to our reputation and brand, or legal claims against us. All of the foregoing would result in lost opportunities for additional sales to these customers, any of which would adversely affect our business, financial condition, results of operations, and growth prospects.

We provide service level commitments under our customer contracts. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service, or face contract termination with refunds of prepaid amounts related to unused subscriptions, which could harm our business, financial condition, and results of operations.

Our customer contracts contain service level commitments, which contain specifications regarding the availability and performance of our platform. Any failure of or disruption to our infrastructure could impact the performance of our platform and the availability of services to customers. If we are unable to meet our stated service level commitments or if we suffer extended periods of poor performance or unavailability of our platform, we may be contractually obligated to provide affected customers with service credits for future subscriptions, and, in certain cases, face contract termination with refunds of prepaid amounts related to unused subscriptions. If we suffer

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performance issues or downtime that exceeds the service level commitments under our contracts with our customers, our business, financial condition, and results of operations would be adversely affected.

Our metrics and estimates used to evaluate our performance are subject to inherent challenges in measurement, and real or perceived inaccuracies in those estimates may harm our reputation and negatively affect our business.

We regularly review and may adjust our processes for calculating our metrics used to evaluate our growth, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been evaluated by a third party. Our metrics and estimates may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely. Additionally, the metrics and forecasts in this prospectus relating to the size and expected growth of our addressable 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. If securities analysts or investors do not consider our metrics to be accurate representations of our business, or if we discover material inaccuracies in our estimates, then the market price of our common stock could decline, our reputation and brand could be harmed, and our business, financial condition, and results of operations could be adversely affected.

We may be subject to claims that we have wrongfully hired an employee from a competitor, or that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Many of our employees, consultants, and advisors, or individuals that may in the future serve as our employees, consultants, and advisors, are currently or were previously employed at companies including our competitors or potential competitors. Although we try to ensure that our employees, consultants, independent contractors, and advisors do not use the confidential or proprietary information, trade secrets, or know-how of others in their work for us, we have in the past received notices from former employers and we may be subject to claims that we or have inadvertently or otherwise used or disclosed confidential or proprietary information, trade secrets, or know-how of these third parties, or that our employees, consultants, independent contractors, or advisors have inadvertently or otherwise used or disclosed confidential information, trade secrets, or know-how of such individual’s current or former employer. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial cost and be a distraction to our management and employees. Claims that we, our employees, consultants, or advisors have misappropriated the confidential or proprietary information, trade secrets, or know-how of third parties could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition, and results of operations.

Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing privacy and data protection laws and regulations, employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import and export controls, federal securities laws, and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in the United States. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:

• investigations, enforcement actions, orders, and sanctions;

• mandatory changes to our Continuous Intelligence Platform;

• disgorgement of profits, fines, and damages;

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• civil and criminal penalties or injunctions;

• claims for damages by our customers or channel partners;

• termination of contracts;

• loss of intellectual property rights; and

• temporary or permanent debarment from sales to government organizations.

If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition, and results of operations could be adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, financial condition, and results of operations.

We endeavor to comply with all applicable employment laws. However, the scope and interpretation of these laws are often uncertain and may be conflicting, including varying standards and interpretations between state and federal law, between individual states, and even at the city and municipality level. As a result, their 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, state, and local administrative agencies. From time to time, we may be subject to litigation or threats of litigation regarding such varying rules and standards. For example, in September 2019, attorneys representing a purported class of current and former employees in various sales roles alleged potential claims of employee misclassification and related federal and state law claims, which we disputed. In response, we mediated the dispute, and in June 2020, we reached an agreement in principle with the purported class counsel, which will result in us paying approximately $4.5 million to resolve the class-wide claims, including claims for employee misclassification and related federal and state claims, civil penalties under California’s Private Attorneys General Act of 2004, as well as claims for failure to pay overtime, provide meal and rest breaks, pay timely wages, and provide accurate wage statements, and claims for alleged unlawful business practices.

In addition, we must comply with laws and regulations relating to the formation, administration, and performance of contracts with the public sector, including U.S. federal, state, and local governmental organizations, which affect how we and our channel partners do business with governmental agencies. Selling access to our platform to the U.S. government, whether directly or through channel partners, also subjects us to certain regulatory and contractual requirements. Failure to comply with these requirements by either us or our channel partners could subject us to investigations, fines, and other penalties, which would have an adverse effect on our business, financial condition, results of operations, and prospects. Violations of certain regulatory and contractual requirements, or failure to maintain required certifications, could also result in us being suspended or debarred from future government contracting. Any of these outcomes would adversely affect our business, financial condition, results of operations, and growth prospects.

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

Our software may be subject to U.S. export control laws and regulations including the Export Administration Regulations and trade and economic sanctions maintained by the Office of Foreign Assets Control, or the OFAC. As such, an export license may be required to export or re-export our platform to certain countries, end-users, and end-uses. Because we incorporate encryption functionality into our platform, we also are subject to certain U.S. export control laws that apply to encryption items. If we were to fail to comply with such U.S. export controls laws and regulations, U.S. economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and

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managers for willful violations, and the possible loss of our export or import privileges. Obtaining the necessary export license for a particular sale or offering may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities. Further, U.S. export control laws and economic sanctions prohibit the export of offerings to certain U.S. embargoed or sanctioned countries, governments, and persons, as well as for prohibited end-uses. Even though we take precautions to ensure that we and our channel partners comply with all relevant export control laws and regulations, any failure by us or our channel partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations, and penalties.

In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our platform or could limit our customers’ ability to implement our platform in those countries. Changes in our platform or changes in export and import regulations in such countries may create delays in the introduction of our platform into international markets, prevent our customers with international operations from deploying our platform globally or, in some cases, prevent or delay 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 export, import, or sanctions laws or regulations, or change in the countries, governments, persons, or technologies targeted by such export, import, or sanctions laws or regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell access to our platform to, existing or potential end-customers with international operations. Any decreased use of our platform or limitation on our ability to export to or sell access to our platform in international markets would adversely affect our business, financial condition, and results of operations.

A portion of our revenue is generated by sales to government entities, which subject us to a number of challenges and risks.

We have historically derived a small portion of our revenue from contracts with federal, state, local, and foreign governments, and we believe that the future success and growth of our business will depend in part on our ability to continue to procure government contracts. Sales to public sector customers include additional challenges that affect our ability to enter into agreements, including:

• changes in fiscal or contracting policies;

• decreases in available government funding;

• changes in government programs or applicable requirements;

• changes in government sanctions programs and related policies;

• the adoption of new laws or regulations or changes to existing laws or regulations;

• noncompliance with contract provisions or government procurement or other applicable regulations;

• an extended government shutdown or other potential delays or changes in the government appropriations or other funding authorization processes; and

• delays in the payment of our invoices by government payment offices.

Additionally, although we have achieved the FedRAMP In Process designation, any delay in our completion of the FedRAMP certification process would impede our ability to enter into contracts with government entities. If we do not successfully manage the foregoing, our sales to governments and governmental agencies could be delayed or limited, and as a result, our business, financial condition, and results of operations would be adversely affected.

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We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines, harm our reputation, and adversely affect our business, financial condition, results of operations, and growth prospects.

We are subject to the FCPA, the U.K. Bribery Act 2010, and other anti-corruption, anti-bribery, and anti-money laundering laws in various jurisdictions both domestic and abroad. We leverage third parties, including channel partners, to sell access to our platform and conduct our business abroad. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, any of which could harm our reputation and adversely affect our business, financial condition, results of operations, and growth prospects.

Our loan and security agreement provides our lender with a first-priority lien against substantially all of our assets and contains restrictive covenants which could limit our operational flexibility and otherwise adversely affect our financial condition.

Our loan and security agreement contains a number of covenants that limit our ability to, among other things, transfer or dispose of assets, pay dividends or make distributions, incur additional indebtedness, create liens, make investments, loans and acquisitions, engage in transactions with affiliates, merge or consolidate with other companies, and sell substantially all of our assets. Our loan and security agreement is secured by substantially all of our assets. The terms of our loan and security agreement may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions. Additionally, our obligations to repay principal and interest on our indebtedness make us vulnerable to economic or market downturns. As of April 30, 2020, we had an outstanding loan balance under this facility of $24.3 million, which represents substantially all of the available funds to borrow under the facility.

Our failure to comply with the covenants or payment requirements, or other events specified in our loan and security agreement, could result in an event of default and our lender may accelerate our obligations under our loan and security agreement and foreclose upon the collateral, or we may be forced to sell assets, restructure our indebtedness, or seek additional equity capital, which would dilute our stockholders’ interests. Our failure to comply with any covenant could result in an event of default under the agreement and the lender could make the entire debt immediately due and payable. If this occurs, we might not be able to repay our debt or borrow sufficient funds to refinance it. Even if new financing is available, it may not be on terms that are acceptable to us. Any of the foregoing could adversely affect our business, financial condition, or results of operations.

We may require additional capital, which may not be available on terms acceptable to us, or at all.

Historically, we have funded our operations and capital expenditures primarily through equity issuances and cash generated from our operations. To support our growing business, we must have sufficient capital to continue to make significant investments in our platform. If we raise additional funds through the issuance of equity, equity-linked, or debt securities, those securities may have rights, preferences, or privileges senior to those of common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

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We evaluate financing opportunities from time to time, and our ability to obtain financing will depend on, among other things, our development efforts, business plans, and operating performance, and the condition of the capital markets at the time we seek financing. We cannot be certain that additional financing will be available to us on favorable terms, or at all. 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 limited, and our business, financial condition, and results of operations would be adversely affected.

Our business could be adversely affected by economic downturns.

Prolonged economic uncertainties or downturns could adversely affect our business, financial condition, and results of operations. Negative conditions in the general economy in either the United States or abroad, including conditions resulting from financial and credit market fluctuations, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, the occurrence of a natural disaster or global public health crisis, such as the COVID-19 pandemic, or armed conflicts, could continue to cause a decrease in corporate spending on IT offerings in general and negatively affect the growth of our business.

These conditions could make it extremely difficult for our customers and us to forecast and plan future business activities accurately and could cause our customers to reevaluate their decision to purchase access to our platform, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. For example, the impact of the COVID-19 pandemic on the current economic environment has caused and may in the future cause our customers to reduce their spending on, or duration of, their contracts with us, or request concessions including extended payment terms or better pricing. Further, during challenging economic times our customers may face issues in gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us, if at all. If that were to occur, we may be required to increase our allowance for doubtful accounts, which would adversely affect our results of operations.

A substantial downturn in any of the industries in which our customers operate may cause firms to react to worsening conditions by reducing their capital expenditures in general or by specifically reducing their spending on IT offerings. Customers in these industries may delay or cancel projects or seek to lower their costs by renegotiating vendor contracts. To the extent purchases of access to our platform are perceived by customers and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending.

We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry or geography. Any economic downtowns of the general economy or industries in which we operate would adversely affect our business, financial condition, and results of operations. For example, the full impact of the COVID-19 pandemic is unknown at this time, but could result in adverse changes in our results of operations for an unknown period of time as the virus and its related social and economic impacts spread.

Changes in U.S. tax laws and regulations and those which we are subject to in various tax jurisdictions could adversely affect our business, financial condition, and results of operations.

In December 2017, the legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act, was enacted, which contains significant changes to U.S. tax law, including a reduction in the corporate tax rate and a transition to a new territorial system of taxation. The primary impact of the new legislation on our provision for income taxes was a reduction of the future tax benefits of our deferred tax assets as a result of the reduction in the corporate tax rate. However, since we have recorded a full valuation allowance against our deferred tax assets, these changes did not have a material impact on our consolidated financial statements. The impact of the Tax Act will likely be subject to ongoing technical guidance and accounting interpretation, which we will continue to

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monitor and assess. As we expand the scale of our international business activities, any changes in the U.S. or foreign taxation of such activities may increase our worldwide effective tax rate and harm our business, financial condition, and results of operations.

Our international operations subject us to potentially adverse tax consequences.

We generally conduct our international operations through subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the value of assets sold or acquired or income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.

We are subject to tax examinations by the Internal Revenue Service, or the IRS, and other domestic and foreign tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on our financial condition and results of operations.

We are, and expect to continue to be, subject to review and audit by the IRS and other tax authorities in various domestic and foreign jurisdictions. As a result, we may receive assessments in multiple jurisdictions on various tax-related assertions. Taxing authorities may challenge our tax positions and methodologies on various matters, including our positions regarding the collection of sales and use taxes and the jurisdictions in which we are subject to taxes, which could expose us to additional taxes. We assess the likelihood of adverse outcomes resulting from any ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can require considerable judgments and estimates. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a variety of jurisdictions. There can be no assurance that our tax positions and methodologies or calculation of our tax liabilities are accurate or that the outcomes from tax examinations will not have an adverse effect on our financial condition and results of operations. A difference in the ultimate resolution of tax uncertainties from what is currently estimated could have an adverse effect on our financial condition and results of operations.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of January 31, 2020, we had $321.0 million of federal and $176.0 million of state net operating loss carryforwards, or NOLs, available to reduce future taxable income, which will begin to expire in 2030. It is possible that we will not generate taxable income in time to use NOLs before their expiration, or at all. Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use net operating loss to reduce future taxable income and liabilities may be subject to annual limitations as a result of ownership changes that may occur in the future, including as a result of this offering.

The Tax Act, as amended by the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, among other things, includes changes to U.S. federal tax rates and the rules governing NOLs. For NOLs arising in tax years beginning after December 31, 2017, the Tax Act, as modified by the CARES Act, limits a taxpayer’s ability to utilize NOLs to 80% of taxable income (as calculated before taking the NOLs, and certain other tax attributes, into account) for taxable years beginning after December 31, 2020. In addition, NOLs arising in tax years ending after December 31, 2017 and before January 1, 2021 may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. NOLs arising in tax years beginning after December 31, 2017 can be carried forward indefinitely. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable

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income limitation and will continue to have a two-year carryback and twenty-year carryforward period. As we maintain a full valuation allowance against our U.S. NOLs, these changes did not impact our consolidated balance sheet as of January 31, 2020 or April 30, 2020. However, in future years, if and when a net deferred tax asset is recognized related to our NOLs, the changes in the carryforward/carryback periods as well as the new limitation on the use of NOLs may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2017.

There is also a risk that due to federal or state regulatory changes, such as suspensions on the use of NOLs, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added, or similar taxes, and any such assessments could adversely affect our business, financial condition, and results of operations.

We do not collect sales and use, value added, and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, interest, or future requirements would adversely affect our financial condition and results of operations. Further, in June 2018, the Supreme Court held in South Dakota v. Wayfair, Inc. that states could impose sales tax collection obligations on out-of-state sellers even if those sellers lack any physical presence within the states imposing the sales taxes. Under Wayfair, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. An increasing number of states (both before and after the publication of Wayfair) have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. The Supreme Court’s Wayfair decision has removed a significant impediment to the enactment and enforcement of these laws, and it is possible that states may seek to tax out-of-state sellers on sales that occurred in prior tax years, which could create additional administrative burdens for us, put us at a competitive disadvantage if such states do not impose similar obligations on our competitors, and decrease our future sales, which would adversely impact our business, financial condition, and results of operations.

Our business could be adversely affected by pandemics, natural disasters, political crises, or other unexpected events.

A significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood, or significant power outage, could disrupt our operations, mobile networks, the Internet, or the operations of our third-party technology providers. In particular, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. In addition, any unforeseen public health crises, such as the ongoing COVID-19 pandemic, political crises, such as terrorist attacks, war, and other political instability, or other catastrophic events, whether in the United States or abroad, can continue to adversely affect our operations or the economy as a whole. The impact of any natural disaster, act of terrorism, or other disruption to us or our third-party providers’ abilities could result in decreased demand for our platform or a delay in the provision of our platform, which would adversely affect our business, financial condition, and results of operations. All of the aforementioned risks would be further increased if our disaster recovery plans prove to be inadequate.

We may become involved in claims, lawsuits, government investigations, and other proceedings that could adversely affect our business, financial condition, and results of operations.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower, and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to

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incur significant expenses or liability, or require us to change our business practices. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect our financial condition and results of operations. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

Our results of operations may be adversely affected by changes in accounting principles applicable to us.

Generally accepted accounting principles in the United States, or GAAP, are subject to interpretation by the Financial Accounting Standards Board, or the FASB, the SEC, and other various bodies formed to promulgate and interpret appropriate accounting principles. Changes in accounting principles applicable to us, or varying interpretations of current accounting principles, in particular, with respect to revenue recognition of our packaging and licensing model, could have a significant effect on our reported results of operations. Further, any difficulties in the implementation of changes in accounting principles, including the ability to modify our accounting systems, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

Our estimates or judgments relating to our critical accounting policies may be based on assumptions that change or prove to be incorrect, which could cause our results of operations to fall below expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the recognition and measurement of certain assets and liabilities and revenue and expenses that is not readily apparent from other sources. Our accounting policies that involve judgment include those related to revenue recognition, the period of benefit for deferred sales commissions, assumptions used for estimating the fair value of common stock to calculate stock-based compensation, capitalization of internal-use software costs, valuation of goodwill and intangible assets, certain accrued liabilities, and valuation allowances associated with income taxes. If our assumptions change or if actual circumstances differ from those in our assumptions, our results of operations could be adversely affected, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

In connection with the audit of our consolidated financial statements as of and for the fiscal year ended January 31, 2020, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness that we identified occurred because we have not designed and maintained effective controls over certain aspects of our information technology systems. More specifically, we did not design and maintain effective user access controls to adequately restrict user and privileged access to financial enterprise resource planning applications, including ensuring appropriate segregation of duties as it relates to the preparation and review of journal entries and the monitoring of system changes. This material weakness did not

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result in any errors to the consolidated financial statements as of and for the fiscal year ended January 31, 2020 or the three months ended April 30, 2020, nor did we find any evidence of management override of entries in our financial reporting process.

To address this material weakness, we continue to take actions to improve our IT general controls. In particular, we are implementing comprehensive access control protocols for our enterprise resource planning environment to implement restrictions on user and privileged access to certain applications, establishing additional controls over the preparation and review of journal entries and implementing controls to review the activities for those users who have privileged access. While we are undertaking efforts to remediate this material weakness, the material weakness will not be considered remediated until our remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively. At this time, we cannot predict the success of such efforts or the outcome of our assessment of the remediation efforts. We can give no assurance that our efforts will remediate this material weakness in our internal control over financial reporting, or that additional material weaknesses will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

We may fail to maintain an effective system of disclosure controls and internal control over financial reporting, which could impair our ability to produce timely and accurate financial statements or comply with applicable regulations.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the listing standards of the                     . The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

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

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the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

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

We use certain third-party services to manage and operate our business, and any failure or interruption in the services provided by these third parties could adversely affect our business, financial condition, and results of operations.

We use a number of third-party services to manage and operate our business, including pricing software to assist our sales and marketing teams and our finance and accounting teams. These services are critical to our ability to increase our sales to customers, operate, and maintain our platform, and accurately maintain books and records. Any disruption in these services could impair our ability to execute on our operating plan and disrupt our business. Further, if these services cease to be available to us on commercially reasonable terms, or at all, we may be required to use additional or alternative services, or to develop additional capabilities within our business, any of which could require significant resources and adversely affect our business, financial condition, and results of operations.

We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our results of operations in the near term.

We believe our long-term value as a company will be greater if we focus on growth over short-term results. As a result, our results of operations may be negatively impacted in the near term compared to if our strategy were to maximize short-term profitability. Significant expenditures on sales and marketing efforts, developing and enhancing our platform, and expanding our research and development efforts may not ultimately grow our business or lead to expected long-term results. If our strategy does not lead to expected growth or if we are ultimately unable to achieve results of operations at the levels expected by securities analysts and investors, the market price of our common stock could decline.

We may face fluctuations in currency exchange rates, which could adversely affect our financial condition and results of operations.

As we continue to expand internationally, we will become more exposed to fluctuations in currency exchange rates. A portion of our operating expenses are incurred outside of the United States and denominated in foreign currencies. The strengthening of the U.S. dollar relative to foreign currencies increases the real cost of our platform for our customers outside of the United States, which could lead to the lengthening of our sales cycle or reduced demand for our platform. As we continue our international expansion, increased international sales may result in foreign currency denominated sales, increasing our foreign currency risk. Moreover, this continued expansion will increase operating expenses incurred outside the United States and denominated in foreign currencies. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations would be adversely affected. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which would adversely affect our financial condition and results of operations.

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Operating as a public company will require us to incur substantial costs and will require substantial management attention.

As a public company, we will incur substantial legal, accounting, and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC, and the listing standards of the                     . The Exchange Act requires, among other things, we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly after we are no longer an “emerging growth company.” In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. 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 may result in threatened or actual litigation, including by competitors.

Certain members of our management team have limited experience managing a publicly traded company, and certain members joined us more recently. As such, 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 affect our business, financial condition, and results of operations.

We are an “emerging growth company” and the reduced disclosure 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, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, and stockholder approval of any golden parachute payments not previously approved. As an “emerging growth company,” we are also allowed to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We have elected to take advantage of this extended transition period under the JOBS Act with respect to ASU 2016-02, Leases (Topic 842), which establishes a principle for recognition of assets and liabilities from leasing arrangements. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us. We may take advantage of these exemptions for so long as we are an “emerging growth company,” which could be for as long as five full fiscal years following the completion of this offering. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile.

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Risks Related to Ownership of Our Common Stock

Upon completion of this offering, our executive officers, directors, and holders of 5% or more of our common stock will collectively beneficially own approximately                     % of the outstanding shares of our common stock and continue to have substantial control over us, which will limit your ability to influence the outcome of important transactions, including a change in control.

Upon completion of this offering, our executive officers, directors, and our stockholders who own 5% or more of our outstanding common stock and their affiliates, in the aggregate, will beneficially own approximately                     % of the outstanding shares of our common stock, based on the number of shares outstanding as of                                  and assuming no exercise of the underwriters’ over-allotment option. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions, or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company, and might ultimately affect the market price of our common stock.

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

We intend to apply for the listing of our common stock on the                      under the symbol “SUMO”. However, we cannot assure you that an active trading market for our common stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the likelihood that an active trading market for our common stock will develop or be maintained, the liquidity of any trading market, your ability to sell your shares of our common stock when desired, or the prices that you may obtain for your shares.

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

Prior to this offering, there has been no public market for shares of our common stock. The initial public offering price of our common stock will be determined through negotiation among us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our common stock following this offering. In addition, the market price of our common stock following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the market price of our common stock include the following:

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

• volatility in the market prices and trading volumes of technology stocks;

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

• sales of shares of our common stock by us or our stockholders, as well as the anticipation of lock-up releases;

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

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

• announcements by us or our competitors of new offerings or platform features;

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

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

• short selling of our common stock or related derivative securities;

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

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

• announced or completed acquisitions of businesses, offerings, or technologies by us or our competitors;

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

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

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

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

• any significant change in our management; and

• general economic conditions and slow or negative growth of our markets.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, would result in substantial costs and a diversion of our management’s attention and resources.

A substantial portion of the outstanding shares of our common stock after this offering will be restricted from immediate resale but may be sold on a stock exchange in the near future. The large number of shares eligible for public sale or subject to rights requiring us to register them for public sale could depress the market price of our common stock.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after this offering, and the perception that these sales could occur may also depress the market price of our common stock. Based on 83,041,905 shares of our common stock (including the Capital Stock Conversion) outstanding as of April 30, 2020, we will have                      shares of our common stock outstanding after this offering, assuming no exercise of the underwriters’ over-allotment option. Our executive officers, directors, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered or will enter into lock-up agreements with the underwriters under which they have agreed or will agree, subject to specific exceptions, not to, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, on behalf of the underwriters, dispose of or hedge any of our stock for 180 days following the date of this prospectus. We refer to such period as the restricted period. Pursuant to the lock-up agreements, if (i) at least 120 days have elapsed since the date of this prospectus,

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(ii) we have publicly released our earnings results for the quarterly period during which this offering occurred, and (iii) such restricted period is scheduled to end during or within five trading days prior to a broadly applicable period during which trading in our securities would not be permitted under our insider trading policy, or a blackout period, such restricted period will end 10 trading days prior to the commencement of such blackout period. The underwriters may release certain stockholders from the lock-up agreements prior to the end of the restricted period. When the restricted period in the lock-up agreements expires, our locked-up security holders will be able to sell their shares of common stock in the public market.¹⁰

As a result of these agreements and the provisions of our Amended and Restated Investors’ Rights Agreement dated May 1, 2019, or our IRA, described further in the section titled “Description of Capital

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:

• beginning on the date of this prospectus, all shares of our common stock sold in this offering will be immediately available for sale in the public market; and

• beginning 181 days after the date of this prospectus (subject to the terms of the lock-up agreements described above), the remainder of the shares of our common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Upon completion of this offering, stockholders owning an aggregate of up to 63,761,950 shares of our common stock will be entitled, under our IRA, to require us to register shares owned by them for public sale in the United States. In addition, we intend to file a registration statement to register shares reserved for future issuance under our equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods and the expiration or waiver of the lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options or upon settlement of outstanding RSU awards will be available for immediate resale in the United States in the open market.

Sales of our common stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the market price of our common stock to fall and make it more difficult for you to sell shares of our common stock.

Sales, directly or indirectly, of shares of our common stock by existing equityholders could cause our stock price to decline.

Sales, directly or indirectly, of a substantial number of shares of our common stock, or the public 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. Many of our existing equityholders have substantial unrecognized gains on the value of the equity they hold, and may take, or attempt to take, steps to sell, directly or indirectly, their shares or otherwise secure, or limit the risk to, the value of their unrecognized gains on those shares.

While our executive officers, directors, and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into or will enter into lock-up agreements with the underwriters, sales, short sales, or hedging transactions involving our equity securities, whether before or after this offering and whether or not we believe them to be prohibited, could adversely affect the price of our common stock. Further, record holders of our securities are typically the parties to the lock-up agreements, while holders of beneficial interests in our shares who are not also record holders in respect of such shares are not

¹⁰  See the section titled “Shares Eligible for Future Sale” for additional information.

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typically subject to any such agreements or other similar restrictions. Accordingly, we believe that holders of beneficial interests who are not record holders and are not bound by lock-up agreements could enter into transactions with respect to those beneficial interests that negatively impact our stock price. In addition, to the extent an equityholder does not comply with or the underwriters are unable to enforce the terms of a lock-up agreement, such equityholder may be able to sell, short sell, transfer, hedge, pledge, or otherwise dispose of or attempt to sell, short sell, transfer, hedge, pledge, or otherwise dispose of, their equity interests at any time after the closing of this offering, which could negatively impact the price of our common stock.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution.

The assumed initial public offering price of $                     per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, is substantially higher than the pro forma as adjusted net tangible book value per share of our outstanding common stock of $                     per share as of                                 . Investors purchasing shares of our common stock in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. Therefore, if you purchase common stock in this offering, you will incur immediate dilution of $                     per share in the net tangible book value per share from the price you paid.

This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased shares prior to this offering. In addition, as of April 30, 2020, options to purchase 28,174,550 shares of our common stock with a weighted-average exercise price of $4.10 per share and 2,804,800 RSUs were outstanding under our equity plans. The exercise of any of these options and settlement of any of these RSUs would result in additional dilution. As a result of the dilution to investors purchasing shares in this offering, investors may receive less than the purchase price paid in this offering, if anything, in the event of our liquidation.¹¹

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

Our amended and restated certificate of incorporation that will be in effect upon completion of this offering authorizes us to issue up to                      shares of common stock and up to                      shares of preferred stock with such rights and preferences as may be determined by our board of directors. Subject to compliance with applicable rules and regulations, we may issue shares of common stock or securities convertible into shares of our common stock from time to time in connection with a financing, acquisition, investment, our equity incentive plans, or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline.

We have broad discretion over the use of the net proceeds from this offering and we may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “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. The failure by our management to apply these proceeds effectively could adversely affect our business, financial condition, and results of operations. Pending their use, we may invest our proceeds in a manner that does not produce income or that loses value. Our investments may not yield a favorable return to our investors and may negatively impact the price of our common stock.

¹¹  See the section titled “Dilution” for additional information.

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Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make the acquisition of our company more difficult, including the following:

• our board of directors will be classified into three classes of directors with staggered three-year terms, and directors will only be able to be removed from office for cause;

• certain amendments to our amended and restated certificate of incorporation will require the approval of at least                     % of our then-outstanding common stock;

• our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

• our amended and restated certificate of incorporation will not provide for cumulative voting;

• vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;

• a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors;

• certain litigation against us can only be brought in Delaware;

• our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

• advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could discourage, delay, or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our amended and restated bylaws will designate a state or federal court located within the State of Delaware and the federal district courts of the United States as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our

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behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws, or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be 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), in all cases subject to the court having jurisdiction over indispensable parties named as defendants. Our amended and restated bylaws further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaints asserting a cause of action arising under the Securities Act of 1933, as amended, or the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this provision. This exclusive-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its 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. This exclusive forum provision will not apply to any causes of action arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Further, the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. For example, the Court of Chancery of the State of Delaware recently determined that a provision stating that U.S. federal district courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. However, this decision may be reviewed and ultimately overturned by the Delaware Supreme Court. If a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the market price and trading volume of our common stock could decline.

The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish about us, our business, our market, or our competitors. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If any of the analysts who cover us change their recommendation regarding our common stock adversely, provide more favorable relative recommendations about our competitors, or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which could cause the price and trading volume of our common stock to decline.

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

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Additionally, our ability to pay cash dividends on our common stock is limited by restrictions under the terms of our credit facility with Silicon Valley Bank. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this prospectus include statements about:

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

• the impact of the COVID-19 pandemic and any associated economic downturn on our business and results of operations;

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

• our beliefs about and objectives for future operations, including our estimated total addressable market;

• market acceptance of our platform;

• our ability to maintain and expand our customer base, including by attracting new customers;

• our ability to retain customers and expand their adoption of our platform, particularly our largest customers;

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

• our ability to maintain the security and availability of our platform;

• our ability to develop new platform features and functionality, or enhancements to our existing platform features and functionality, and bring them to market in a timely manner;

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

• our relationships with third parties, including channel and technology partners;

• our ability to successfully expand in our existing markets and into new markets, including internationally;

• our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally, including with respect to privacy and data protection;

• our expectations regarding our ability to obtain, maintain, enforce, defend, and enhance our intellectual property rights;

• our ability to successfully defend litigation brought against us;

• the sufficiency of our cash and cash equivalents to meet our liquidity needs;

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• our ability to attract and retain employees and key personnel;

• future acquisitions or investments;

• economic and industry trends or trend analysis; and

• our anticipated uses of the net proceeds from this offering.

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

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

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

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

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INDUSTRY, MARKET, AND OTHER DATA

Unless otherwise indicated, estimates and information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations, market position, market opportunity, and market size, are based on industry publications and reports generated by third-party providers, other publicly available studies, and our internal sources and estimates. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we are responsible for all of the disclosure contained in this prospectus and we believe the information from the industry publications and other third-party sources included in this prospectus is reliable, we have not independently verified the accuracy or completeness of the data contained in such sources. The content of, or accessibility through, the below sources and websites, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein and any websites are an inactive textual reference only.

The source of certain statistical data, estimates, and forecasts contained in this prospectus are the following independent industry publications or reports:

• International Data Corporation, Inc., or IDC, Semiannual Public Cloud Services Tracker, November 2019;

• IDC, Semiannual Software Tracker, 2019 H1 Forecast Release, November 14, 2019;

• IDC, Worldwide Global DataSphere Forecast, 2020–2024: The COVID-19 Data Bump and the Future of Data Growth, April 2020;

• IDC, Worldwide Global DataSphere IoT Device and Data Forecast, 2019–2023, May 2019; and

• S&P Global Capital IQ database, ©2020: S&P Global Market Intelligence, accessed on January 6, 2020.

The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” 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.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $                    , based upon the assumed initial public offering price of $                     per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option is exercised in full, we estimate that the net proceeds to us would be approximately $                    , after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock, and enable access to the public equity markets for us and our stockholders.

We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. Additionally, we may use a portion of the net proceeds we receive from this offering to acquire or invest in businesses, technologies, assets, or talent. However, we do not have agreements or commitments for any material acquisitions or investments at this time. We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in using these proceeds. Pending the use of proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in short-term, investment grade, interest-bearing instruments.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. Additionally, our ability to pay cash dividends on our common stock is limited by restrictions under the terms of our credit facility with Silicon Valley Bank.

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CAPITALIZATION

The following table sets forth cash and cash equivalents, as well as our capitalization, as of April 30, 2020 as follows:

• on an actual basis;

• on a pro forma basis, giving effect to (i) the Capital Stock Conversion, as if such conversion had occurred on April 30, 2020, (ii) the automatic conversion of warrants to purchase up to 32,276 shares of our redeemable convertible preferred stock into warrants to purchase up to 32,276 shares of our common stock, and the resulting reclassification of the redeemable convertible preferred stock warrant liability to additional paid-in capital, (iii) stock-based compensation expense of $2.3 million associated with RSUs subject to service-based and performance-based vesting conditions, which we will recognize upon the completion of this offering, reflected as an increase in additional paid-in capital and accumulated deficit, as further described in Note 2 to our consolidated financial statements included elsewhere in this prospectus, and (iv) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering; and

• on a pro forma as adjusted basis, giving effect to the pro forma adjustments set forth above and 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 estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and related 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 April 30, 2020
	Actual		Pro Forma		Pro Forma as Adjusted(1)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	114,440	$	114,440	$
Long-term debt	$	24,250	$	24,250	$	—
Redeemable convertible preferred stock warrant liability		256		—		—
Redeemable convertible preferred stock, par value $0.0001 per share: 65,900,943 shares authorized, 63,761,950 issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		340,167		—		—
Stockholders’ (deficit) equity:
Preferred stock, par value $0.0001 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, par value $0.0001 per share: 122,000,000 shares authorized, 19,279,955 shares issued and outstanding, actual;                      shares authorized, 83,041,905 shares issued and outstanding, pro forma; and                      shares authorized,                      shares issued and outstanding, pro forma as adjusted		2		8
Additional paid-in capital		103,195		445,927

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	As of April 30, 2020
	Actual			Pro Forma			Pro Forma as Adjusted(1)
	(in thousands, except share and per share data)
Accumulated other comprehensive loss		(341	)		(341	)
Accumulated deficit		(341,059	)		(343,374	)
Total stockholders’ (deficit) equity		(238,203	)		102,220
Total capitalization	$	126,470		$	126,470		$

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

If the underwriters’ over-allotment option is exercised in full, pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, total capitalization, and shares outstanding as of April 30, 2020 would be $                      million, $                      million, $                      million, $                      million, and                     , respectively.

The pro forma and pro forma as adjusted columns in the table above are based on 3,041,905 shares of our common stock (including 63,761,950 shares of preferred stock on an as-converted basis) outstanding as of April 30, 2020, and exclude the following:

• 13,708 shares of our Series E redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $7.00485 per share, which would result in the issuance of 13,708 shares of our common stock in connection with the Capital Stock Conversion and this offering;

• 8,038 shares of our Series F redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $8.07738 per share, which would result in the issuance of 8,038 shares of our common stock in connection with the Capital Stock Conversion and this offering;

• 10,530 shares of our Series G redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $11.0153 per share, which would result in the issuance of 10,530 shares of our common stock in connection with the Capital Stock Conversion and this offering;

•                      shares of our common stock issued in connection with our acquisitions of privately-held companies;

• 203,985 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of April 30, 2020, which were assumed in connection with our acquisition of Jask Labs, with a weighted-average exercise price of $9.90 per share;

• 28,174,550 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of April 30, 2020, with a weighted-average exercise price of $4.10 per share;

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• 2,804,800 shares of our common stock subject to RSUs outstanding as of April 30, 2020;

• 221,300 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after April 30, 2020, with a weighted-average exercise price of $12.11683 per share;

• 161,467 shares of our common stock subject to RSUs granted after April 30, 2020; and

•                      shares of our common stock reserved for future issuance under our equity compensation plans, consisting of:

•                      shares of our common stock to be reserved for future issuance under our 2020 Plan, which will become effective prior to the completion of this offering;

•                      shares of our common stock reserved for future issuance under our 2010 Plan, which number of shares will be added to the shares of our common stock to be reserved for future issuance under our 2020 Plan upon its effectiveness, at which time we will cease granting awards under our 2010 Plan; and

•                      shares of our common stock to be reserved for future issuance under our ESPP, which will become effective prior to the completion of this offering.

Our 2020 Plan and ESPP each provide for annual automatic increases in the number of shares reserved thereunder and our 2020 Plan also provides for increases to the number of shares that may be granted thereunder based on shares under our 2010 Plan that expire, are forfeited, or otherwise repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

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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. Dilution in pro forma net tangible book value per share to new investors represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after completion of this offering.

Our historical net tangible book value (deficit) as of April 30, 2020 was $(309.4) million, or $(16.05) per share of common stock. Our historical net tangible book value (deficit) per share represents our total tangible assets, including deferred sales commissions, less our total liabilities and redeemable convertible preferred stock (which is not included in stockholders’ deficit), divided by the number of shares of common stock outstanding as of April 30, 2020.

Our pro forma net tangible book value as of April 30, 2020 was $31.1 million, or $0.37 per share of common stock. Pro forma net tangible book value per share represents our total tangible assets, including deferred sales commissions, less our total liabilities, divided by the number of shares of common stock outstanding as of April 30, 2020 after giving effect to the (i) the Capital Stock Conversion, as if such conversion had occurred on April 30, 2020, (ii) the automatic conversion of warrants to purchase up to 32,276 shares of our redeemable convertible preferred stock into warrants to purchase up to 32,276 shares of our common stock and the resulting reclassification of the redeemable convertible preferred stock warrant liability to additional paid-in capital, (iii) stock-based compensation expense of $2.3 million associated with RSUs subject to service-based and performance-based vesting conditions, which we will recognize upon the completion of this offering, reflected as an increase in additional paid-in capital and accumulated deficit, as further described in Note 2 to our consolidated financial statements included elsewhere in this prospectus, and (iv) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will become effective immediately prior to the completion of this offering.

Our pro forma as adjusted net tangible book value represents our pro forma net tangible book value, plus the sale by us of                      shares of our common stock in this offering at the assumed initial public offering price of $                      per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus. After deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of April 30, 2020 was $                     , or $                      per share of common stock. 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 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:

Assumed initial public offering price per share				$
Historical net tangible book value (deficit) per share as of April 30, 2020	$	(16.05	)
Increase per share attributable to pro forma adjustments described above		16.42
Pro forma net tangible book value per share as of April 30, 2020	$	0.37
Increase in pro forma net tangible book value per share attributed to new investors purchasing shares from us in this offering
Pro forma as adjusted net tangible book value per share after this offering
Dilution in pro forma net tangible book value per share to new investors in this offering				$

Each $1.00 increase or decrease in the assumed initial public offering price of $                      per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would

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increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $                     , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of common stock in this offering by $                     , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by $                      per share and increase or decrease, as applicable, the dilution to new investors purchasing shares of common stock in this offering by $                      per share, assuming the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ over-allotment option is exercised in full, the pro forma as adjusted net tangible book value per share of our common stock, as adjusted to give effect to this offering, would be $                      per share, and the dilution in pro forma net tangible book value per share to new investors purchasing shares of common stock in this offering would be $                      per share.

The following table presents, as of April 30, 2020, after giving effect to the Capital Stock Conversion, the differences between the existing stockholders and the new investors purchasing shares of our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of our common stock, and the average price per share paid or to be paid to us at the assumed initial public offering price of $                      per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percentage
Existing stockholders		83,041,905			%	$	402,924,283				$	4.85
New investors											$
Totals				100	%	$			100	%

Each $1.00 increase or decrease in the assumed initial public offering price of $                      per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by $                      million, assuming that the number of shares of our common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our common stock offered by us would increase or decrease the total consideration paid by new investors and total consideration paid by all stockholders by $                      million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

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.

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The number of shares of our common stock that will be outstanding after this offering is based on 83,041,905 shares of our common stock (including 63,761,950 shares of preferred stock on an as-converted basis) outstanding as of April 30, 2020, and excludes:

• 13,708 shares of our Series E redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $7.00485 per share, which would result in the issuance of 13,708 shares of our common stock in connection with this offering;

• 8,038 shares of our Series F redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $8.07738 per share, which would result in the issuance of 8,038 shares of our common stock in connection with this offering;

• 10,530 shares of our Series G redeemable convertible preferred stock issuable upon the exercise of a warrant outstanding as of April 30, 2020, with an exercise price of $11.0153 per share, which would result in the issuance of 10,530 shares of our common stock in connection with this offering;

•                      shares of our common stock issued in connection with our acquisitions of privately-held companies;

• 203,985 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of April 30, 2020, which were assumed in connection with our acquisition of Jask Labs, with a weighted-average exercise price of $9.90 per share;

• 28,174,550 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of April 30, 2020, with a weighted-average exercise price of $4.10 per share;

• 2,804,800 shares of our common stock subject to RSUs outstanding as of April 30, 2020;

• 221,300 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after April 30, 2020, with a weighted-average exercise price of $12.11683 per share;

• 161,467 shares of our common stock subject to RSUs granted after April 30, 2020; and

•                      shares of our common stock reserved for future issuance under our equity compensation plans, consisting of:

•                      shares of our common stock to be reserved for future issuance under our 2020 Plan, which will become effective prior to the completion of this offering;

•                      shares of our common stock reserved for future issuance under our 2010 Plan, which number of shares will be added to the shares of our common stock to be reserved for future issuance under our 2020 Plan upon its effectiveness, at which time we will cease granting awards under our 2010 Plan; and

•                      shares of our common stock to be reserved for future issuance under our ESPP, which will become effective prior to the completion of this offering.

Our 2020 Plan and ESPP each provide for annual automatic increases in the number of shares reserved thereunder, and our 2020 Plan also provides for increases to the number of shares that may be granted thereunder

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based on shares under our 2010 Plan that expire, are forfeited, or otherwise repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

To the extent that any outstanding warrants or options to purchase our common stock are exercised, RSUs are settled, or new awards are granted under our equity compensation plans, there will be further dilution to investors participating in this offering.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated statements of operations data for the years ended January 31, 2018, 2019, and 2020 and the selected consolidated balance sheet data as of January 31, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statements of operations data for the three months ended April 30, 2019 and 2020 and the consolidated balance sheet data as of April 30, 2020 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited interim consolidated financial statements on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to state fairly the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for the three months ended April 30, 2020 are not necessarily indicative of results to be expected for the full year or any other period. The selected consolidated financial and other data in this section are not intended to replace our consolidated financial statements and related notes and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus. You should read the following selected consolidated financial and other data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31, and January 31.

Consolidated Statements of Operations Data

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands, except for per share data)
Revenue	$	67,828		$	103,642		$	155,056		$	32,456		$	47,202
Cost of revenue(1)		22,438			29,010			44,498			8,829			14,426
Gross profit		45,390			74,632			110,558			23,627			32,776
Operating expenses:
Research and development(1)		25,261			36,240			52,462			10,161			17,699
Sales and marketing(1)(2)		43,082			72,218			107,239			22,416			29,456
General and administrative(1)		9,606			14,347			37,263			6,362			9,077
Impairment of capitalized internal-use software		—			—			6,689			—			—
Total operating expenses		77,949			122,805			203,653			38,939			56,232
Loss from operations		(32,559	)		(48,173	)		(93,095	)		(15,312	)		(23,456	)
Interest and other income, net		568			1,096			1,982			271			228
Interest expense		(19	)		(105	)		(123	)		(24	)		(159	)
Loss before provision for income taxes		(32,010	)		(47,182	)		(91,236	)		(15,065	)		(23,387	)
Provision for income taxes		425			607			901			189			178
Net loss	$	(32,435	)	$	(47,789	)	$	(92,137	)	$	(15,254	)	$	(23,565	)
Net loss per share attributable to common stockholders, basic and diluted(3)	$	(2.92	)	$	(3.88	)	$	(6.18	)	$	(1.14	)	$	(1.28	)

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	Year Ended January 31,							Three Months Ended April 30,
	2018		2019		2020			2019		2020
	(in thousands, except for per share data)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(3)		11,092		12,314		14,907			13,373		18,392
Pro forma net loss per share, basic and diluted (unaudited)(3)					$	(1.21	)			$	(0.29	)
Weighted-average shares used in computing pro forma net loss per share, basic and diluted (unaudited)(3)						76,234					82,154

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

	Year Ended January 31,						Three Months Ended April 30,
	2018		2019		2020		2019		2020
	(in thousands)
Cost of revenue(b)	$	76	$	52	$	179	$	21	$	62
Research and development(a)(b)		933		1,609		5,940		683		2,029
Sales and marketing(b)		970		1,856		5,791		823		1,527
General and administrative(b)		851		3,060		10,124		1,904		1,449
Total stock-based compensation	$	2,830	$	6,577	$	22,034	$	3,431	$	5,067

(a) See Note 11 to our consolidated financial statements included elsewhere in this prospectus for the capitalized stock-based compensation expense related to internal-use software development costs.

(b) See Note 11 to our consolidated financial statements included elsewhere in this prospectus for the incremental stock-based compensation expense related to transfers of our common stock by our current and former employees to existing investors for amounts over the estimated fair value at the date of the transaction.

(2) During the year ended January 31, 2020 and the three months ended April 30, 2020, we recorded sales and marketing expenses of $4.5 million and $1.5 million, respectively, for additional compensation and other costs related to the employment status of certain current and former employees. Of the aggregate $6.0 million, approximately $4.5 million is expected to be paid as part of an agreement that has been reached in principle. For more information, see the section titled “Business—Legal Proceedings.”

(3) See Note 14 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to compute the historical and pro forma net loss per share and the number of shares used in the computation of the per share amounts.

Consolidated Balance Sheet Data

	As of January 31,						As of April 30,
	2019			2020			2020
	(in thousands)
Cash and cash equivalents	$	65,631		$	101,513		$	114,440
Working capital(1)		21,174			33,080			39,437
Total assets		113,565			237,761			243,989
Deferred revenue		66,067			88,685			88,787
Long-term debt		—			—			24,250
Redeemable convertible preferred stock		234,095			340,167			340,167
Total stockholders’ deficit		(202,464	)		(220,574	)		(238,203	)

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

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Non-GAAP Financial Measures¹²

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, excluding stock-based compensation expense recorded to cost of revenue and amortization of acquired intangible assets. We use non-GAAP gross profit and non-GAAP gross margin in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Gross profit	$	45,390		$	74,632		$	110,558		$	23,627		$	32,776
Non-GAAP gross profit		45,558			75,001			113,306			23,727			34,543
Gross margin		67	%		72	%		71	%		73	%		69	%
Non-GAAP gross margin		67	%		72	%		73	%		73	%		73	%

Non-GAAP Operating Loss and Non-GAAP Operating Margin

We define non-GAAP operating loss and non-GAAP operating margin as loss from operations and operating margin, respectively, excluding stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, and impairment of capitalized internal-use software. We use non-GAAP operating loss and non-GAAP operating margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Loss from operations	$	(32,559	)	$	(48,173	)	$	(93,095	)	$	(15,312	)	$	(23,456	)
Non-GAAP operating loss		(29,637	)		(41,279	)		(58,798	)		(11,802	)		(16,684	)
Operating margin		(48	)%		(46	)%		(60	)%		(47	)%		(50	)%
Non-GAAP operating margin		(44	)%		(40	)%		(38	)%		(36	)%		(35	)%

¹²  See the section titled “Reconciliation of Non-GAAP Financial Measures to Most Directly Comparable GAAP Financial Measures” for a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP.

Free Cash Flow

We define free cash flow as cash used in operating activities, less purchases of property and equipment and capitalized internal-use software. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors, and investors with information about our future ability to generate or use cash to enhance the strength of our balance sheet and further invest in our business and pursue potential strategic initiatives.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019		2020
	(in thousands)
Cash used in operating activities	$	(6,528	)	$	(22,127	)	$	(48,569	)	$	(5,487)	$	(11,123)
Cash used in investing activities	$	(2,959	)	$	(1,544	)	$	(23,385	)	$	(2,493)	$	(486)
Cash provided by financing activities	$	74,986		$	1,654		$	108,135		$	1,885	$	24,827
Free cash flow	$	(8,137	)	$	(23,671	)	$	(56,225	)	$	(7,980)	$	(11,609)

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

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2018, 2019, and 2020 are referred to herein as fiscal 2018, fiscal 2019, and fiscal 2020, respectively.

Overview

Sumo Logic is the pioneer of Continuous Intelligence, a new category of software, which enables organizations of all sizes to address the challenges and opportunities presented by digital transformation, modern applications, and cloud computing. Our Continuous Intelligence Platform enables organizations to automate the collection, ingestion, and analysis of application, infrastructure, security, and IoT data to derive actionable insights within seconds. Continuous Intelligence leverages AI/ML capabilities, and is provided as a multi-tenant cloud service that allows organizations to more rapidly deliver reliable applications and digital services, protect against modern security threats, and consistently optimize their business processes in real time. This empowers employees across all lines of business, development, IT, and security teams with the data and insights needed to address the technology and collaboration challenges required for modern business. With our Continuous Intelligence Platform, executives and employees have the intelligence they require to take prescriptive action in real time—a modern business imperative.

We were founded in 2010 by big data and security experts who set out to empower businesses to extract real-time insights from their enterprise data through a cloud-native platform. Since our founding, we have continued to evolve our platform by expanding its use cases and improving its functionality, scalability, and the overall value it delivers for our customers.

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We generate revenue through the sale of subscriptions to customers that enable them to access our cloud-native platform. We recognize subscription revenue ratably over the term of the subscription, which is generally one year, but can be three years or longer. We offer multi-tiered paid subscription packages for access to our platform, the pricing for which differs based on a variety of factors, including volume of data to be ingested, duration of data retention, and breadth of access to platform features and functionalities. Our subscription packages encourage customers to expand their adoption of our platform by providing them with the flexibility to ingest and analyze large volumes of data and the ability to access a broad suite of platform features and functionalities without incurring overage fees, as well as insights into their usage patterns. We also deliver basic customer support with each of our paid subscription packages, and customers have the ability to purchase subscriptions to our premium support service.

Our go-to-market strategy consists of self-service adoption through our website, an inside sales team, a field sales team, and a partner channel. We offer free trials that enable potential customers to experience the benefits of our platform, and we see significant conversion from our trial users to paid customers, with approximately one-third of our new customers in fiscal 2020 having been free trial users who converted into paying customers. We leverage our user community to proactively identify trends, gather global insights, and create new use cases, thereby empowering us to deliver out-of-the-box value to our customers. We employ a land-and-expand business model centered around our platform offerings, which have a rapid time to value for our customers and are easily extensible to multiple use cases across a business. We utilize the analytical capabilities of our platform and our customer success team to understand how our customers use, and how they would benefit from expanding their use of, our platform. This understanding helps us successfully upsell and cross sell to our existing customers.

Our efficient land-and-expand model has helped us accelerate adoption within our largest customers, as evidenced by our customers with over $100,000 of ARR, which was 187 at the end of fiscal 2018, 234 at the end of fiscal 2019, 323 at the end of fiscal 2020, and 329 as of April 30, 2020¹³. We have also been successful in retaining our customers and increasing their spend with us over time. Our dollar-based net retention rate has fluctuated between approximately 120% and 135% for each of the past nine quarters.¹⁴

Our marketing organization is focused on building our brand reputation and awareness, which drive customer demand for our platform. As part of these efforts, our marketing team engages with prospective customers through thought leadership initiatives, email and event marketing, digital advertising, social media, and other public relations activities. We also host an annual customer conference, Illuminate, which brings together our customers with thought leaders in IT operations, development and operations, and security.

As of April 30, 2020, we had over 2,100 customers worldwide, spanning organizations of a broad range of sizes and industries. Our customers include organizations in healthcare, financial and professional services,

¹³  We define ARR as the annualized recurring revenue run-rate from all customers that are under contract with us at the end of the period or with which we are negotiating a renewal contract. Given our historical experience of customer renewals, if we are in active discussions for a renewal, we continue to include customers with expired contracts in our ARR until the customer either renews its contract or negotiations terminate without renewal. For certain customers whose revenue may fluctuate from month to month based upon their specific contractual arrangements, we calculate ARR using the annualized monthly recurring revenue, or MRR, run-rate (MRR multiplied by 12). This enables us to calculate our anticipated recurring revenue for all customers based on our packaging and licensing models, which we believe provides a more accurate view of our anticipated recurring revenue.

¹⁴  We calculate our dollar-based net retention rate by first identifying customers, or the Base Customers, in a particular quarter, or the Base Quarter. We then divide the ARR in the same quarter of the subsequent year attributable to the Base Customers, or the Comparison Quarter, by the ARR attributable to those Base Customers in the Base Quarter. Our dollar-based net retention rate in a particular quarter is obtained by averaging the result from that particular quarter with the corresponding results from each of the prior three quarters.

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media and entertainment, government and education, retail, industrials and manufacturing, travel, technology and communications. Our customer count changed from 1,626 as of January 31, 2018 to 1,900 as of January 31, 2019, to 2,137 as of January 31, 2020, and to 2,131 as of April 30, 2020.¹⁵

The power of our platform, and the benefits that it delivers to customers, has driven rapid growth in our revenue. For fiscal 2018, 2019, and 2020, our revenue was $67.8 million, $103.6 million, and $155.1 million, respectively, representing year-over-year growth rates of 53% and 50%, respectively. For the three months ended April 30, 2019 and 2020, our revenue was $32.5 million and $47.2 million, respectively, representing a period-over-period growth rate of 45%. We generated net losses of $32.4 million, $47.8 million, $92.1 million, $15.3 million, and $23.6 million for fiscal 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020, respectively, as we continue to invest in our business. We had cash and cash equivalents of $101.5 million and $114.4 million as of January 31, 2020 and April 30, 2020, respectively, and cash used in operating activities was $6.5 million, $22.1 million, $48.6 million, $5.5 million, and $11.1 million for fiscal 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020, respectively. As of April 30, 2020, we had $24.3 million in long-term debt.

Impact of COVID-19

As a result of the COVID-19 pandemic, we have temporarily closed our headquarters and other offices, required our employees and contractors to work remotely, and implemented travel restrictions, all of which represent a significant disruption in how we operate our business. The operations of our partners and customers have likewise been disrupted. While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the duration and spread of the outbreak and the extent and effectiveness of containment actions, it has already had an adverse effect on the global economy and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the conditions caused by this pandemic have affected the rate of global IT spending and have adversely affected demand and may continue to adversely affect demand for our platform, lengthen our sales cycles, reduce the value or duration of subscriptions, negatively impact collections of accounts receivable as a result of extended payment terms or customer inability to pay, reduce expected spending from new customers, cause some of our customers to go out of business, limit the ability of our sales force to travel to existing customers and potential customers, and affect contraction or churn rates of our paying customers, all of which could further adversely affect our business, results of operations, and financial condition during fiscal 2021 and potentially future periods. We believe that the COVID-19 pandemic could also accelerate customer transformation into digital businesses, which we expect will generate additional opportunities for us in the future. Due to our subscription-based business model, the effect of the COVID-19 pandemic may not be fully reflected in our revenue until future periods. See the section titled “Risk Factors” for further discussion of the challenges and risks we have encountered and could encounter related to the COVID-19 pandemic.

Key Factors Affecting Our Performance

New Customer Acquisition

Our business depends, in part, on our ability to add new customers. According to IDC, by 2024, there will be over 140 ZB of data generated, of which nearly 25% will be real time.¹⁶ As businesses transition to the public

¹⁵  We define a customer as a separate legal entity, such as a company or an educational or government institution, that is under a paid contract with us or with which we are negotiating a renewal contract at the end of a given period. To the extent we are negotiating a renewal with a customer after the expiration of the contract, we continue to include that customer in our customer count if we are in active discussions for a renewal or upgrade. Given our historical experience of customer renewals, if we are in active discussions for a renewal or upgrade, we continue to include customers with expired contracts in our customer count until the customer either renews its contract or negotiations terminate without renewal. In situations where an organization has multiple subsidiaries or divisions that separately contract with us, we typically treat only the parent entity as the customer instead of treating each subsidiary or division as a separate customer. However, we count each purchaser of our self-service offering as a unique customer, regardless of other subscriptions such organization may have.

¹⁶  IDC, Worldwide Global DataSphere Forecast, 2020-2024: The COVID-19 Data Bump and the Future of Data Growth, April 2020; see the section titled “Industry, Market, and Other Data” for additional information.

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cloud and with the increasing number of cloud-native businesses, continuous intelligence will become even more of a strategic imperative. We believe this growing adoption of cloud infrastructure across all organizations will continue to drive demand for our platform and broaden our customer base. Since our platform has offerings for organizations of all sizes and across industries, including organizations of all stages of cloud maturity, we believe these market changes present a significant opportunity for growth. Our customer count changed from 1,626 as of January 31, 2018, to 1,900 as of January 31, 2019, to 2,137 as of January 31, 2020, and to 2,131 as of April 30, 2020. We expect that our ability to add new customers may be negatively impacted by current economic uncertainty in light of the COVID-19 pandemic. We will continue to focus on new customer acquisition by investing in sales and marketing to build brand awareness, expanding our community, and driving adoption of our platform as we further capture the opportunity in our addressable market.

Expanding within our Existing Customer Base

Our business depends, in part, on the degree to which our land-and-expand strategy is successful. Our customers often initially adopt our platform for a specific use case and subsequently increase their adoption as they realize the benefits and flexibility of our platform. We have been successful in expanding our existing customers’ adoption of our platform as demonstrated by our dollar-based net retention rate, which we consider an indicator of our ability to retain and expand revenue from existing customers over time. Our dollar-based net retention rate has fluctuated between approximately 120% and 135% for each of the past nine quarters, though our dollar-based net retention rate could decline in the short term because of the impact of the COVID-19 pandemic on our business and results of operations.¹⁷

We continuously focus on increasing the value our customers derive from our platform. The chart below illustrates the strong relationship with our existing customers by showing the initial ARR of a cohort of new customers in a given year and the increase in ARR over time for that same cohort of customers. By increasing ARR with existing customers over time, we can significantly increase the return on our upfront sales and marketing investments.¹⁸

Customer Cohort Analysis

($M, ARR)

¹⁷  See the section titled “—Overview” for a description of how we calculate dollar-based net retention rate.

¹⁸  See the section titled “—Overview” for a description of how we calculate ARR.

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Continued Investment in Technology Leadership and Innovation

We intend to extend our leadership position by continuing to innovate, bringing new technologies to market, honing best practices, and driving thought leadership. Our success depends, in part, on our ability to sustain innovation and technology leadership in order to maintain a competitive advantage. We expect to continue to invest in research and development to increase our revenue and achieve long-term profitability, and we intend to continue extending the applicability of our platform as well as improving the value of our offerings for our customers. We believe that our platform is highly differentiated and has broad applicability to a wide variety of use cases, and we will continue to invest in developing and enhancing platform features and functionality to further extend the adoption of our platform. Additionally, we will continue to evaluate opportunities to acquire or invest in businesses, offerings, technologies, or talent that we believe could complement or expand our platform, enhance our technical capabilities, or otherwise offer growth opportunities. Once we complete acquisitions, we must successfully integrate and manage these acquisitions to realize their benefits.

International Expansion

We intend to continue to invest in our international operations to grow our business outside of the United States. We generated 16% of our revenue outside the United States in each of fiscal 2018, 2019, and 2020 and the three months ended April 30, 2019, and 17% for the three months ended April 30, 2020. We believe that global demand for Continuous Intelligence and for the functionality of our platform will continue to increase as international businesses undergo digital transformations and adopt cloud-based technologies. We currently have a sales presence throughout Asia-Pacific-Japan, or APJ, and Europe, with sales offices in Sydney, Australia, Tokyo, Japan, and London, United Kingdom, and we further increase our global reach with our over 150 international channel partners. International expansion over the long term represents a significant opportunity and we plan to continue to invest in growing our presence internationally, both through expanding our sales and marketing efforts and leveraging channel and other ecosystem partners.

Cohort Contribution Analysis

To give more visibility into the economics of our customer relationships, we are providing a contribution analysis of the customers we acquired during the year ended January 31, 2018, or the 2018 Cohort. We believe the 2018 Cohort is a fair representation of our overall customer base because it includes customers across industries and geographies and includes customers who have expanded their subscriptions as well as those who have reduced or not renewed their subscriptions.

We define contribution as the aggregate ARR from the 2018 Cohort at the end of a given fiscal year, less the estimated associated cost of revenue and estimated allocated sales and marketing expense, which we collectively refer to as associated costs. We define contribution margin as contribution divided by the aggregate ARR from the 2018 Cohort in a given fiscal year. Contribution is not prepared in accordance with GAAP, as it utilizes ARR, which is an operational measure.

The estimated associated cost of revenue consists of direct costs to deliver and support our platform, including personnel and related costs, third-party hosting fees related to our cloud platform, amortization of internal-use software and acquired developed technology, as well as allocated facilities and IT costs. For each fiscal year, we estimated the cost of revenue for the 2018 Cohort by multiplying (i) an amount equal to one minus the non-GAAP gross margin for all customers in that year by (ii) the ARR for the 2018 Cohort.

Estimated associated sales and marketing expenses consist primarily of personnel and related expenses, including allocated overhead costs and commissions, costs of general marketing and promotional activities, including free trials of our platform, fees for professional services related to marketing, and software and hardware to support growth in our employee base. A significant portion of our sales and marketing expenses are dedicated to acquiring new customers, and, accordingly, these costs are mainly associated with the newest cohort of customers in a given fiscal year. We exclude from

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this analysis stock-based compensation, as it is a non-cash expense, and all research and development and general and administrative expenses because these expenses support the growth of our business broadly and benefit all customers.

At the end of fiscal 2018, the 2018 Cohort accounted for $10.1 million in ARR and $19.8 million in associated costs, representing a contribution of $(9.7) million, or a contribution margin of (97)%. At the end of fiscal 2019, the 2018 Cohort accounted for $14.6 million in ARR and $7.6 million in associated costs, representing a contribution of $7.0 million, or a contribution margin of 48%. At the end of fiscal 2020, the 2018 Cohort accounted for $18.3 million in ARR and $8.2 million in associated costs, representing a contribution of $10.1 million, or a contribution margin of 55%. These metrics are illustrated in the chart below.

The 2018 Cohort may not be representative of any other group of customers in any fiscal years, and is not a predictor of future financial performance of the 2018 Cohort or other cohorts. We cannot predict whether the contribution margin for the 2018 Cohort or other cohorts in the future will be similar to the results for the 2018 Cohort in fiscal 2019 or fiscal 2020. The contribution margin of our 2018 Cohort may fluctuate materially from one fiscal year to another depending on, among other things, the number of customers remaining in a cohort, our ability to expand adoption of our platform, the timing of when we are able to generate these sales, changes in our packaging and licensing models, and changes in our associated costs. We do not have consistent corresponding information for prior historical periods that would allow us to present additional historical cohorts, and the ARR, associated costs, contribution, and contribution margin from such cohorts could vary. The calculation of contribution margin involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding associated costs. Other companies may calculate contribution and contribution margin differently, and, therefore, the cohort analyses of other companies may not be directly comparable to ours. Contribution and contribution margin are operational measures; they are not financial measures of profitability and are not intended to be used as proxies for the potential future profitability of our business. Additionally, contribution and contribution margin are not measures that our management utilizes to manage or evaluate the business. We are not profitable, and even if our ARR exceeds our associated costs over time, we may continue to incur net losses and may not be able to achieve or maintain profitability.

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Non-GAAP Financial Measures¹⁹

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, excluding stock-based compensation expense recorded to cost of revenue and amortization of acquired intangible assets. We use non-GAAP gross profit and non-GAAP gross margin in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Gross profit	$	45,390		$	74,632		$	110,558		$	23,627		$	32,776
Non-GAAP gross profit		45,558			75,001			113,306			23,727			34,543
Gross margin		67	%		72	%		71	%		73	%		69	%
Non-GAAP gross margin		67	%		72	%		73	%		73	%		73	%

Non-GAAP Operating Loss and Non-GAAP Operating Margin

We define non-GAAP operating loss and non-GAAP operating margin as loss from operations and operating margin, respectively, excluding stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, and impairment of capitalized internal-use software. We use non-GAAP operating loss and non-GAAP operating margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Loss from operations	$	(32,559	)	$	(48,173	)	$	(93,095	)	$	(15,312	)	$	(23,456	)
Non-GAAP operating loss		(29,637	)		(41,279	)		(58,798	)		(11,802	)		(16,684	)
Operating margin		(48	)%		(46	)%		(60	)%		(47	)%		(50	)%
Non-GAAP operating margin		(44	)%		(40	)%		(38	)%		(36	)%		(35	)%

¹⁹  See the section titled “Reconciliation of Non-GAAP Financial Measures to Most Directly Comparable GAAP Financial Measures” for a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP.

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Free Cash Flow

We define free cash flow as cash used in operating activities less purchase of property and equipment and capitalized internal-use software. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors, and investors with information about our future ability to generate or use cash to enhance the strength of our balance sheet and further invest in our business and pursue potential strategic initiatives.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands)
Cash used in operating activities	$	(6,528	)	$	(22,127	)	$	(48,569	)	$	(5,487	)	$	(11,123	)
Cash used in investing activities	$	(2,959	)	$	(1,544	)	$	(23,385	)	$	(2,493	)	$	(486	)
Cash provided by financing activities	$	74,986		$	1,654		$	108,135		$	1,885		$	24,827
Free cash flow	$	(8,137	)	$	(23,671	)	$	(56,225	)	$	(7,980	)	$	(11,609	)

Acquisition of Jask Labs

On October 25, 2019, we completed the acquisition of Jask Labs, a privately-held software company that offers a cloud-native analytics solution. The acquisition brings together our platform, including our cloud SIEM and security compliance solutions, with Jask Labs’ security analytics solution to deliver an integrated, cloud-native security intelligence solution. The aggregate purchase consideration was $55.1 million, of which $11.2 million was paid in cash, $43.3 million was comprised of 3,573,659 shares of common stock, and $0.6 million was comprised of assumed options to purchase 265,075 shares of common stock.

Components of Results of Operations

Revenue

We generate subscription revenue through the sale of subscriptions to customers that enable them to access our cloud-native platform. Subscription terms are generally one year, but can be three years or longer, and a substantial majority of our contracts are non-cancelable. Subscription revenue is driven by sales of our multi-tiered paid subscriptions, the pricing for which differs based on a variety of factors, including volume of data expected to be ingested, duration of data retention, and breadth of access to our platform features and functionalities. Due to the ease of using our platform, professional services revenue from configuration, implementation, and training services constituted less than 1% of our total revenue for fiscal 2018, 2019, and 2020, and for the three months ended April 30, 2019 and 2020.

Cost of Revenue

Cost of revenue includes all direct costs to deliver and support our platform, including personnel and related costs, third-party hosting fees related to our cloud platform, amortization of internal-use software and acquired developed technology, as well as allocated facilities and IT costs.

As new customers purchase access to our platform and our existing customer base expands their utilization of our platform, we will incur greater cloud hosting costs related to the increased volume of data being hosted. We will continue to invest additional resources in our platform infrastructure and customer support organizations to expand the capabilities of our platform features and ensure that our customers are realizing the full benefit of our platform. The level and timing of investment in these areas could affect our cost of revenue in the future.

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Gross Profit and Gross Margin

Gross profit represents revenue less cost of revenue, and gross margin is gross profit expressed as a percentage of revenue. Our gross margin may fluctuate from period to period as our revenue fluctuates, and has been and will continue to be affected by various factors, including the timing and amount of investments to maintain or expand our cloud hosting capability, the continued growth of our platform and customer support teams, increased compensation expenses, as well as amortization of costs associated with capitalized internal-use software and acquired intangible assets. We expect our gross profit to increase and our gross margin to increase modestly over the long term due to the continued growth in the use of our platform and cost efficiencies related to our cloud hosting services, although our gross margins could fluctuate from period to period depending on the interplay between the factors described above.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel and related expenses are the most significant component of operating expenses and consist of salaries, employee benefit costs, payroll taxes, bonuses, sales commissions, travel-related expenses, and stock-based compensation expense, as well as the allocated portion of overhead costs for facilities and IT. Operating expenses also include cloud infrastructure fees and other services related to staging and development efforts for our platform.

Research and Development

Research and development expenses consist primarily of costs related to research, design, maintenance, and minor enhancements of our platform that are expensed as incurred. These costs consist primarily of personnel and related expenses, including allocated overhead costs, contractor and consulting fees related to the design, development, testing, and enhancement of our platform, and software, hardware, and cloud infrastructure fees for staging and development related to research and development activities necessary to support growth in our employee base and in the adoption of our platform. We expect that our research and development expenses will increase in dollar value as we continue to increase our investments in our platform. However, we anticipate research and development expenses will decrease as a percentage of our revenue over the long term, although they may fluctuate as a percentage of our revenue from period to period depending on the timing of expenses.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel and related expenses including allocated overhead costs and commissions, costs of general marketing and promotional activities, including free trials of our platform, fees for professional services related to marketing, and software and hardware to support growth in our employee base. Sales commissions earned by our sales force that are considered incremental costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit, which we have determined to be five years. We expect that our sales and marketing expenses will increase in dollar value over the long term, though the dollar value of such expenses may fluctuate in the near term. We believe that sales and marketing expenses will continue to be our largest operating expense for the foreseeable future as we expand our sales and marketing efforts. However, we expect that our sales and marketing expenses will decrease as a percentage of our revenue over the long term, although they may fluctuate as a percentage of revenue from period to period depending on the timing of expenses.

General and Administrative

General and administrative expenses consist primarily of personnel and related expenses associated with our executive, finance, legal, human resources, information technology and security, and other administrative personnel. In addition, general and administrative expenses include non-personnel costs, such as fees for professional services such as external legal, accounting, and other consulting services, hardware and software costs, certain taxes other than income taxes, and overhead costs not allocated to other departments.

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We expect to incur additional expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and the listing standards of                     , and increased expenses for insurance, investor relations, and fees for professional services. We expect that our general and administrative expenses will increase in dollar value as our business grows. However, we expect that our general and administrative expenses will decrease as a percentage of our revenue as our revenue grows over the long term, although they may fluctuate as a percentage of revenue from period to period depending on the timing of expenses.

Interest and Other Income, Net

Interest and other income, net primarily consists of interest income and foreign currency transaction gains (losses).

Interest Expense

Interest expense primarily consists of interest incurred in connection with borrowings under our revolving line of credit facility.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance on our federal and state net deferred tax assets as we have concluded that it is not more likely than not that the deferred tax assets will be realized.

Results of Operations

The following table sets forth our consolidated statements of operations data for the periods indicated:

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands)
Revenue	$	67,828		$	103,642		$	155,056		$	32,456		$	47,202
Cost of revenue(1)(2)		22,438			29,010			44,498			8,829			14,426
Gross profit		45,390			74,632			110,558			23,627			32,776
Operating expenses:
Research and development(1)		25,261			36,240			52,462			10,161			17,699
Sales and marketing(1)(3)		43,082			72,218			107,239			22,416			29,456
General and administrative(1)		9,606			14,347			37,263			6,362			9,077
Impairment of capitalized internal-use software		—			—			6,689			—			—
Total operating expenses		77,949			122,805			203,653			38,939			56,232
Loss from operations		(32,559	)		(48,173	)		(93,095	)		(15,312	)		(23,456	)
Interest and other income, net		568			1,096			1,982			271			228
Interest expense		(19	)		(105	)		(123	)		(24	)		(159	)
Loss before provision for income taxes		(32,010	)		(47,182	)		(91,236	)		(15,065	)		(23,387	)
Provision for income taxes		425			607			901			189			178
Net loss	$	(32,435	)	$	(47,789	)	$	(92,137	)	$	(15,254	)	$	(23,565	)

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

	Year Ended January 31,						Three Months Ended April 30,
	2018		2019		2020		2019		2020
	(in thousands)
Cost of revenue(b)	$	76	$	52	$	179	$	21	$	62
Research and development(a)(b)		933		1,609		5,940		683		2,029
Sales and marketing(b)		970		1,856		5,791		823		1,527
General and administrative(b)		851		3,060		10,124		1,904		1,449
Total	$	2,830	$	6,577	$	22,034	$	3,431	$	5,067

(a) See Note 11 to our consolidated financial statements included elsewhere in this prospectus for the capitalized stock-based compensation expense related to internal-use software development costs.

(b) See Note 11 to our consolidated financial statements included elsewhere in this prospectus for the incremental stock-based compensation expense related to transfers of our common stock by our current and former employees to existing investors for amounts over the estimated fair value at the date of the transaction.

(2) Includes amortization of acquired intangible assets as follows:

	Year Ended January 31,						Three Months Ended April 30,
	2018		2019		2020		2019		2020
	(in thousands)
Cost of revenue	$	92	$	317	$	2,569	$	79	$	1,705
Total	$	92	$	317	$	2,569	$	79	$	1,705

(3) During the year ended January 31, 2020 and the three months ended April 30, 2020, we recorded sales and marketing expenses of $4.5 million and $1.5 million, respectively, for additional compensation and other costs related to the employment status of certain current and former employees. Of the aggregate $6.0 million, approximately $4.5 million is expected to be paid as part of an agreement that has been reached in principle. For more information, see the section titled “Business—Legal Proceedings.”

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The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue:

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
Revenue		100	%		100	%		100	%		100	%		100	%
Cost of revenue		33			28			29			27			31
Gross margin		67	%		72	%		71	%		73	%		69	%
Operating expenses:
Research and development		37			35			34			31			37
Sales and marketing		64			70			69			69			62
General and administrative		14			14			24			20			20
Impairment of capitalized internal-use software		—			—			4			—			—
Total operating expenses		115	%		118	%		131	%		120	%		119	%
Loss from operations		(48	)		(46	)		(60	)		(47	)		(50	)
Interest and other income, net		1			1			—			1			—
Interest expense		—			—			—			—			—
Loss before provision for income taxes		(47	)		(46	)		(59	)		(46	)		(50	)
Provision for income taxes		1			1			1			1			—
Net loss		(48	)%		(46	)%		(59	)%		(47	)%		(50	)%

Note: Certain figures may not sum due to rounding.

Comparison of Three Months Ended April 30, 2020 and 2019

Revenue

	Three Months Ended April 30,
	2019		2020		Change		% Change
	(dollars in thousands)
Revenue	$	32,456	$	47,202	$	14,746		45	%

Revenue increased by $14.8 million, or 45%, during the three months ended April 30, 2020 compared to the three months ended April 30, 2019. This increase included revenue from our current largest revenue customer that has variable revenue period to period and has increased its usage of our platform due to its business and the timing of its feature releases, which represented $3.9 million in revenue for the three months ended April 30, 2020 compared to $1.5 million for the three months ended April 30, 2019. Excluding the revenue from this customer, the increase in revenue for the three months ended April 30, 2020 compared to the three months ended April 30, 2019 would have been 40%. We estimate that over 95% of the increase in revenue was attributable to growth from existing customers, and the remaining less than 5% was attributable to new customers, relating to a 9% increase in total customers. In particular, the number of customers with greater than $100,000 of ARR increased from 246 as of April 30, 2019 to 329 as of April 30, 2020.

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Cost of Revenue, Gross Profit, and Gross Margin

	Three Months Ended April 30,
	2019			2020			Change		% Change
	(dollars in thousands)
Cost of revenue	$	8,829		$	14,426		$	5,597		63	%
Gross profit		23,627			32,776			9,149		39	%
Gross margin		73	%		69	%				(4	)%

Cost of revenue increased by $5.6 million, or 63%, during the three months ended April 30, 2020 compared to the three months ended April 30, 2019. The increase in cost of revenue was primarily due to a $3.7 million increase in third-party hosting fees and other services related to providing access to and supporting our platform and an increase in amortization of acquired intangible assets of $1.6 million primarily as a result of our acquisition of Jask Labs in the third quarter of fiscal 2020. Our gross profit increased $9.1 million while gross margin decreased 4% primarily as a result of increases in costs including third-party hosting fees and amortization of acquired intangible assets.

Research and Development

	Three Months Ended April 30,
	2019			2020			Change		% Change
	(dollars in thousands)
Research and development	$	10,161		$	17,699		$	7,538		74	%
Percentage of revenue		31	%		37	%

Research and development expenses increased by $7.5 million, or 74%, during the three months ended April 30, 2020 compared to the three months ended April 30, 2019. The increase in research and development expenses was primarily driven by a $6.8 million increase in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, net of a $0.7 million decrease in capitalized internal-use software. In addition, we had a $0.9 million increase in software, hardware, and cloud infrastructure fees for staging and development to support the growth of our business and related infrastructure.

Sales and Marketing

	Three Months Ended April 30,
	2019			2020			Change		% Change
	(dollars in thousands)
Sales and marketing	$	22,416		$	29,456		$	7,040		31	%
Percentage of revenue		69	%		62	%

Sales and marketing expenses increased by $7.0 million, or 31%, during the three months ended April 30, 2020 compared to the three months ended April 30, 2019. The increase in sales and marketing expenses was primarily driven by a $5.8 million increase in personnel and related expenses, including an additional $1.5 million of compensation and other costs related to the employment status of certain current and former employees, and the remainder directly associated with an increase in headcount, including an increase in allocated overhead costs. In addition, we had a $1.2 million increase in software and cloud hosting fees for our customer free trials and customer proofs of value.

General and Administrative

	Three Months Ended April 30,
	2019			2020			Change		% Change
	(dollars in thousands)
General and administrative	$	6,362		$	9,077		$	2,715		43	%
Percentage of revenue		20	%		20	%

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General and administrative expenses increased by $2.7 million, or 43%, during the three months ended April 30, 2020 compared to the three months ended April 30, 2019. The increase in general and administrative expenses was primarily driven by a $1.5 million increase in personnel and related expenses that were associated with an increase in headcount, net of a decrease of $0.7 million in stock-based compensation related to transfers of our common stock by current and former employees to existing investors for amounts over the estimated fair value at the date of the transaction. In addition, fees for professional services increased by $1.0 million as we leveraged external legal, accounting, and other consulting services to support our growth and public company readiness initiatives.

Interest and Other Income, Net

	Three Months Ended April 30,
	2019		2020		Change		% Change
	(dollars in thousands)
Interest and other income, net	$	271	$	228	$	(43)		(16)%

Interest and other income, net decreased by less than $0.1 million, or 16%, during the three months ended April 30, 2020 compared to the three months ended April 30, 2019. The decrease in interest and other income, net was primarily driven by a decrease in interest income from our cash and cash equivalents balance due to lower interest rates compared to the prior period.

Interest Expense

	Three Months Ended April 30,
	2019		2020		Change		% Change
	(dollars in thousands)
Interest expense	$	(24)	$	(159)	$	(135)		563	%

Interest expense increased by $0.1 million, or 563%, during the three months ended April 30, 2020 compared to the three months ended April 30, 2019. The increase in interest expense was primarily driven by interest incurred on borrowings under our revolving line of credit facility.

Comparison of Fiscal 2019 and Fiscal 2020

Revenue

	Year Ended January 31,
	2019		2020		Change		% Change
	(dollars in thousands)
Revenue	$	103,642	$	155,056	$	51,414		50	%

Revenue increased by $51.4 million, or 50%, for fiscal 2020 compared to fiscal 2019. This increase included revenue from our current largest revenue customer that has variable revenue period to period and has increased its usage of our platform due to its business and the timing of its feature releases, which represented $10.9 million in revenue for fiscal 2020 compared to $2.1 million in fiscal 2019. Excluding the revenue from this customer, the increase in revenue for fiscal 2020 compared to fiscal 2019 would have been 42%. We estimate that approximately 90% of the increase in revenue was attributable to growth from existing customers, and the remaining approximately 10% was attributable to new customers, relating to a 12% increase in total customers. In particular, the number of customers with greater than $100,000 of ARR increased from 234 as of January 31, 2019 to 323 as of January 31, 2020.

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Cost of Revenue, Gross Profit, and Gross Margin

	Year Ended January 31,
	2019			2020			Change		% Change
	(dollars in thousands)
Cost of revenue	$	29,010		$	44,498		$	15,488		53	%
Gross profit		74,632			110,558			35,926		48	%
Gross margin		72	%		71	%

Cost of revenue increased by $15.5 million, or 53%, for fiscal 2020 compared to fiscal 2019. The increase in cost of revenue was primarily due to an increase of $12.7 million in third-party hosting fees and other services related to providing access to and supporting our platform and an increase in amortization of acquired intangible assets of $2.3 million primarily as a result of our acquisition of Jask Labs. Our gross profit increased $35.9 million while gross margin decreased 1% primarily as a result of the increase in amortization of acquired intangible assets.

Research and Development

	Year Ended January 31,
	2019			2020			Change		% Change
	(dollars in thousands)
Research and development	$	36,240		$	52,462		$	16,222		45	%
Percentage of revenue		35	%		34	%

Research and development expenses increased by $16.2 million, or 45%, for fiscal 2020 compared to fiscal 2019. The increase in research and development expenses was primarily driven by a $13.5 million increase in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, net of an increase in capitalized internal-use software of $4.2 million, and an increase of $1.5 million in stock-based compensation related to transfers of our common stock by current employees to existing investors for amounts over the estimated fair value at the date of the transaction. In addition, we had a $2.1 million increase in software, hardware, and cloud infrastructure fees for staging and development to support the growth of the business and related infrastructure.

Sales and Marketing

	Year Ended January 31,
	2019			2020			Change		% Change
	(dollars in thousands)
Sales and marketing	$	72,218		$	107,239		$	35,021		48	%
Percentage of revenue		70	%		69	%

Sales and marketing expenses increased by $35.0 million, or 48%, for fiscal 2020 compared to fiscal 2019. The increase in sales and marketing expenses was primarily driven by a $28.7 million increase in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, $0.7 million in stock-based compensation related to transfers of our common stock by current employees to existing investors for amounts over the estimated fair value at the date of the transaction, and $4.5 million of compensation and other costs related to the employment status of certain current and former employees. In addition, we had an increase of $4.1 million related to advertising, marketing, and promotional activities.

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General and Administrative

	Year Ended January 31,
	2019			2020			Change		% Change
	(dollars in thousands)
General and administrative	$	14,347		$	37,263		$	22,916		160	%
Percentage of revenue		14	%		24	%

General and administrative expenses increased by $22.9 million, or 160%, for fiscal 2020 compared to fiscal 2019. The increase in general and administrative expenses was primarily driven by a $13.6 million increase in personnel and related expenses directly associated with an increase in headcount, including an increase of $2.3 million in stock-based compensation related to transfers of our common stock by current and former employees to existing investors for amounts over the estimated fair value at the date of the transaction. In addition, fees for professional services increased by $8.3 million as we leveraged external legal, accounting, and other consulting services to support our growth and public company readiness initiatives, $3.0 million of which was attributed to acquisition-related expenses.

Impairment of Capitalized Internal-Use Software

Impairment of capitalized-internal use software was $6.7 million for fiscal 2020 compared to $0 for fiscal 2019. The impairment expense resulted from a determination during the fourth quarter of fiscal 2020 that certain previously developed internal-use software would no longer be integrated with the Company’s platform due to a change in product strategy after the acquisition of Jask Labs and would no longer be placed into service.

Interest and Other Income, Net

	Year Ended January 31,
	2019		2020		Change		% Change
	(dollars in thousands)
Interest and other income, net	$	1,096	$	1,982	$	886		81	%

Interest and other income, net increased by $0.9 million, or 81%, for fiscal 2020 compared to fiscal 2019. The increase in interest and other income, net was primarily driven by an increase in interest income of $1.3 million from our cash and cash equivalents balance.

Comparison of Fiscal 2018 and Fiscal 2019

Revenue

	Year Ended January 31,
	2018		2019		Change		% Change
	(dollars in thousands)
Revenue	$	67,828	$	103,642	$	35,814		53	%

Revenue increased by $35.8 million, or 53%, for fiscal 2019 compared to fiscal 2018. This increase included revenue from our current largest revenue customer that has variable revenue period to period and has increased its usage of our platform due to its business and the timing of its feature releases, which represented $2.1 million in revenue in fiscal 2019 compared to $0.8 million in fiscal 2018. Excluding the revenue from this customer, the increase in revenue for fiscal 2019 compared to fiscal 2018 would have been 51%. We estimate that over 95% of the increase in revenue was attributable to growth from existing customers, and the remaining less than 5% was attributable to new customers, relating to a 17% increase in total customers. In particular, the number of customers with greater than $100,000 of ARR increased from 187 as of January 31, 2018 to 234 as of January 31, 2019.

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Cost of Revenue, Gross Profit, and Gross Margin

	Year Ended January 31,
	2018			2019			Change		% Change
	(dollars in thousands)
Cost of revenue	$	22,438		$	29,010		$	6,572		29	%
Gross profit		45,390			74,632			29,242		64	%
Gross margin		67	%		72	%

Cost of revenue increased by $6.6 million, or 29%, for fiscal 2019 compared to fiscal 2018. The increase in cost of revenue was primarily due to an increase of $6.1 million in third-party hosting fees and other services related to providing access to and supporting our platform. Our gross profit increased $29.2 million while gross margin increased 5% primarily as a result of cost efficiencies, including from third-party hosting fees.

Research and Development

	Year Ended January 31,
	2018			2019			Change		% Change
	(dollars in thousands)
Research and development	$	25,261		$	36,240		$	10,979		43	%
Percentage of revenue		37	%		35	%

Research and development expenses increased by $11.0 million, or 43%, for fiscal 2019 compared to fiscal 2018. The increase in research and development expenses was primarily driven by an $8.6 million increase in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, and a $2.2 million increase in software, hardware, and cloud infrastructure fees for staging and development to support the growth of the business and related infrastructure.

Sales and Marketing

	Year Ended January 31,
	2018			2019			Change		% Change
	(dollars in thousands)
Sales and marketing	$	43,082		$	72,218		$	29,136		68	%
Percentage of revenue		64	%		70	%

Sales and marketing expenses increased by $29.1 million, or 68%, for fiscal 2019 compared to fiscal 2018. The increase in sales and marketing expenses was primarily driven by a $21.5 million increase in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, and a $1.1 million increase in software and hardware costs to support growth in our employee base. In addition, we experienced an increase of $3.3 million related to fees for professional services related to marketing, including public relations and marketing service firms, and an increase of $2.5 million in general marketing and promotional activities for costs associated with trade shows and other conferences.

General and Administrative

	Year Ended January 31,
	2018			2019			Change		% Change
	(dollars in thousands)
General and administrative	$	9,606		$	14,347		$	4,741		49	%
Percentage of revenue		14	%		14	%

General and administrative expenses increased by $4.7 million, or 49%, for fiscal 2019 compared to fiscal 2018. The increase in general and administrative expenses was primarily driven by a $3.8 million increase in

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personnel and related expenses directly associated with an increase in headcount, including $1.7 million in stock-based compensation related to transfers of our common stock by former employees to existing investors for amounts over the estimated fair value at the date of the transaction. In addition, fees for professional services increased by $1.0 million as we leveraged external legal, accounting, and other consulting services to support our growth and public company readiness initiatives.

Interest and Other Income, Net

	Year Ended January 31,
	2018		2019		Change		% Change
	(dollars in thousands)
Interest and other income, net	$	568	$	1,096	$	528		93	%

Interest and other income, net increased by $0.5 million, or 93%, for fiscal 2019 compared to fiscal 2018. The increase in interest and other income, net was primarily driven by an increase in interest income of $0.7 million from our cash and cash equivalents balance.

Quarterly Results of Operations Data

The following tables set forth selected unaudited quarterly statements of operations data for each of the eight quarters in the period ended April 30, 2020, as well as the percentage of revenue that each line item represents for each quarter. The information for each of these quarters has been prepared in accordance with GAAP on the same basis as our audited annual consolidated financial statements and includes, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly results are not necessarily indicative of our results of operations to be expected for any future period.

	Three Months Ended
	Jul. 31, 2018			Oct. 31, 2018			Jan. 31, 2019			Apr. 30, 2019			Jul. 31, 2019			Oct. 31, 2019			Jan. 31, 2020			Apr. 30, 2020
	(in thousands)
Revenue	$	24,965		$	26,959		$	30,357		$	32,456		$	37,776		$	40,513		$	44,311		$	47,202
Cost of revenue(1)(2)		7,050			7,068			8,326			8,829			9,110			11,212			15,347			14,426
Gross profit		17,915			19,891			22,031			23,627			28,666			29,301			28,964			32,776
Operating expenses:
Research and development(1)		8,515			9,721			9,855			10,161			11,204			14,029			17,068			17,699
Sales and marketing(1)(3)		17,417			18,423			20,576			22,416			24,070			30,382			30,371			29,456
General and administrative(1)		4,126			3,385			4,035			6,362			7,586			14,193			9,122			9,077
Impairment of capitalized internal-use software		—			—			—			—			—			—			6,689			—
Total operating expenses		30,058			31,529			34,466			38,939			42,860			58,604			63,250			56,232
Loss from operations		(12,143	)		(11,638	)		(12,435	)		(15,312	)		(14,194	)		(29,303	)		(34,286	)		(23,456	)
Interest and other income, net		290			310			249			271			614			726			371			228
Interest expense		(13	)		(6	)		(68	)		(24	)		(2	)		(40	)		(57	)		(159	)
Loss before provision for income taxes		(11,866	)		(11,334	)		(12,254	)		(15,065	)		(13,582	)		(28,617	)		(33,972	)		(23,387	)
Provision for income taxes		142			146			199			189			166			2			544			178
Net loss	$	(12,008	)	$	(11,480	)	$	(12,453	)	$	(15,254	)	$	(13,748	)	$	(28,619	)	$	(34,516	)	$	(23,565	)

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

	Three Months Ended
	Jul. 31, 2018		Oct. 31, 2018		Jan. 31, 2019		Apr. 30, 2019		Jul. 31, 2019		Oct. 31, 2019		Jan. 31, 2020		Apr. 30, 2020
	(in thousands)
Cost of revenue	$	11	$	14	$	18	$	21	$	25	$	50	$	83	$	62
Research and development		348		413		525		683		796		2,474		1,987		2,029
Sales and marketing		412		466		610		823		1,083		1,960		1,925		1,527
General and administrative		1,358		570		490		1,904		1,498		5,244		1,478		1,449
Total	$	2,129	$	1,463	$	1,643	$	3,431	$	3,402	$	9,728	$	5,473	$	5,067

(2) Includes amortization of acquired intangible assets as follows:

	Three Months Ended
	Jul. 31, 2018		Oct. 31, 2018		Jan. 31, 2019		Apr. 30, 2019		Jul. 31, 2019		Oct. 31, 2019		Jan. 31, 2020		Apr. 30, 2020
	(in thousands)
Cost of revenue	$	79	$	79	$	79	$	79	$	141	$	342	$	2,007	$	1,705
Total	$	79	$	79	$	79	$	79	$	141	$	342	$	2,007	$	1,705

(3) During the three months ended October 31, 2019 and the three months ended April 30, 2020, we recorded sales and marketing expenses of $4.5 million and $1.5 million, respectively, for additional compensation and other costs related to the employment status of certain current and former employees. Of the aggregate $6.0 million, approximately $4.5 million is expected to be paid as part of an agreement that has been reached in principle. For more information, see the section titled “Business—Legal Proceedings.”

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All values from the statements of operations, expressed as percentage of revenue, were as follows:

	Jul. 31, 2018			Oct. 31, 2018			Jan. 31, 2019			Apr. 30, 2019			Jul. 31, 2019			Oct. 31, 2019			Jan. 31, 2020			Apr. 30, 2020
Revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Cost of revenue		28			26			27			27			24			28			35			31
Gross margin		72	%		74	%		73	%		73	%		76	%		72	%		65	%		69	%
Operating expenses:
Research and development		34			36			32			31			30			35			39			37
Sales and marketing		70			68			68			69			64			75			69			62
General and administrative		17			13			13			20			20			35			21			20
Impairment of capitalized internal-use software		—			—			—			—			—			—			15			—
Total operating expenses		120	%		117	%		114	%		120	%		113	%		145	%		143	%		119	%
Loss from operations		(49	)		(43	)		(41	)		(47	)		(38	)		(72	)		(77	)		(50	)
Interest and other income, net		1			1			1			1			2			2			1			—
Interest expense		—			—			—			—			—			—			—			—
Loss before provision for income taxes		(48	)		(42	)		(40	)		(46	)		(36	)		(71	)		(77	)		(50	)
Provision for income taxes		1			1			1			1			1			—			1			—
Net loss		(48	)%		(43	)%		(41	)%		(47	)%		(36	)%		(71	)%		(78	)%		(50	)%

Note: Certain figures may not sum due to rounding.

Quarterly Revenue Trends

Our quarterly revenue increased sequentially in each of the periods presented above due primarily to increases in the number of customers purchasing our subscriptions as well as additional sales to existing customers. We generally experience seasonality based on when we enter into agreements with customers, which has historically been the most frequent in our fourth quarter, and our quarterly results of operations generally fluctuate from quarter to quarter depending on customer buying habits. This seasonality is reflected to a lesser extent, and sometimes is not immediately apparent, in revenue due to the fact that we recognize subscription revenue ratably over the term of the subscription.

Quarterly Cost of Revenue, Gross Profit, and Gross Margin Trends

Our quarterly cost of revenue, gross profit, and gross margins fluctuate based on timing of our investments in our platform infrastructure and customer support personnel to support the growth in our customer base. Cost of revenue increased sequentially quarter over quarter through January 31, 2020 as our customer base and volume of data being hosted increased. During the quarter ended January 31, 2020, our gross margin decreased as a result of an increase in third-party hosting fees and other services related to providing access to and supporting our platform and an increase in amortization of acquired intangible assets primarily due to the acquisition of Jask Labs. During the quarter ended April 30, 2020, cost of revenue decreased and gross margin increased primarily as a result of efficiencies gained during the period in third-party hosting fees and other services related to providing access to and supporting our platform. These costs can fluctuate based on volume of data and our agreements with our third-party providers. We will continue to invest in third-party hosting infrastructure and our customer support organizations to expand the capability of our platform and ensure that our customers are realizing the full benefit of our offerings.

Quarterly Operating Expense Trends

In general, our sales and marketing, research and development, and general and administrative expenses have increased over the periods presented above as we increased our headcount to support growth and expansion in the business. During the three months ended October 31, 2019, we recorded $4.5 million in sales and

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marketing expenses for compensation and other costs related to the employment status of certain current and former employees. During the three months ended April 30, 2020, we recorded an additional $1.5 million in sales and marketing expenses for compensation and other costs related to the employment status of certain current and former employees. Our total operating expenses decreased during the three months ended April 30, 2020, primarily as a result of lower sales and marketing expenses due to the slowdown in events, travel, and other marketing spend due to the COVID-19 pandemic.

During each of the periods presented below, current and former employees made transfers of our common stock for amounts over the estimated fair value at the date of the transaction. We recorded stock-based compensation expense for these transfers as shown in the table below.

	Three Months Ended
	Jul. 31,     2018		Oct. 31,     2018		Jan. 31,     2019		Apr. 30,     2019		Jul. 31,     2019		Oct. 31,     2019		Jan. 31,     2020		Apr. 30,     2020
	(in thousands)
Cost of revenue	$	—	$	—	$	—	$	—	$	—	$	20	$	—	$	—
Research and development		—		—		—		—		—		1,497		—		—
Sales and marketing		—		—		—		—		—		660		—		—
General and administrative		1,047		259		57		999		431		2,567		—		277
Total	$	1,047	$	259	$	57	$	999	$	431	$	4,744	$	—	$	277

Quarterly Non-GAAP Quarterly Financial Measures

The following table presents non-GAAP financial measures for each of the fiscal quarters presented below. We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, excluding stock-based compensation expense recorded to cost of revenue and amortization of acquired intangible assets. We define non-GAAP operating loss and non-GAAP operating margin as loss from operations and operating margin, respectively, excluding stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, and impairment of capitalized internal-use software. We define free cash flow as cash used in operating activities less purchases of property and equipment and capitalized internal-use software. In addition to our financial information presented in accordance with GAAP, we believe non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP operating margin, and free cash flow are useful in evaluating our operating performance.

	Three Months Ended
	Jul. 31,     2018			Oct. 31,     2018			Jan. 31,     2019			Apr. 30,     2019			Jul. 31,     2019			Oct. 31,     2019			Jan. 31,     2020			Apr. 30,     2020
	(dollars in thousands)
Non-GAAP gross profit	$	18,005		$	19,984		$	22,128		$	23,727		$	28,832		$	29,693		$	31,054			$34,543
Non-GAAP gross margin		72	%		74	%		73	%		73	%		76	%		73	%		70	%		73	%
Non-GAAP operating loss	$	(9,935	)	$	(10,096	)	$	(10,713	)	$	(11,802	)	$	(10,651	)	$	(16,607	)	$	(19,738	)	$	(16,684	)
Non-GAAP operating margin		(40	)%		(37	)%		(35	)%		(36	)%		(28	)%		(41	)%		(45	)%		(35	)%
Free cash flow	$	(7,545	)	$	(4,849	)	$	(7,119	)	$	(7,980	)	$	(11,854	)	$	(16,172	)	$	(20,219	)	$	(11,609	)

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Liquidity and Capital Resources

We have incurred losses and generated negative cash flows from operations for the last several years, including fiscal 2018, 2019, and 2020, and the three months ended April 30, 2020. As of April 30, 2020, we had an accumulated deficit of $341.1 million. We have financed our operations through subscription revenue from customers accessing our cloud-native platform as well as borrowings under our Loan and Security Agreement with Silicon Valley Bank, as discussed below, and as of April 30, 2020, we have completed several rounds of equity financings with net proceeds totaling $340.2 million.

As of April 30, 2020, we had $114.4 million in cash and cash equivalents. We believe our existing cash and cash equivalents and cash provided by sales of access to our platform will be sufficient to meet our projected operating requirements for at least the next 12 months, despite the uncertainty in the changing market and economic conditions as a result of the COVID-19 pandemic, which may have an impact on our available cash due to customer requests for extended payment terms or better pricing. As a result of our revenue growth plans, both domestically and internationally, we expect that losses and negative cash flows from operations may continue in the foreseeable future. Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewals, billing timing and frequency, pricing changes, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced platform features and functionality, the continued market adoption of our platform, and the impact of the COVID-19 pandemic on our business and results of operations, the business of our customers, and the economy. We may in the future pursue acquisitions of businesses, technologies, assets, and talent.

We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, our competitive position could weaken, and our business and results of operations could be adversely affected.

On January 31, 2016, we entered into a Loan and Security Agreement with Silicon Valley Bank, as amended prior to June 2020, or the SVB Agreement. The SVB Agreement was amended in June 2020 to, among other things, extend the maturity date through June 26, 2022, which we refer to as the Amended SVB Agreement. Under the SVB Agreement, as amended prior to June 2020, we could borrow up to $25 million, and the Amended SVB Agreement increased the borrowing amount to $50 million. Interest on any drawdown under the revolving line of credit in the Amended SVB Agreement accrues at the prime rate plus a spread rate ranging from 0.25% to 0.75%, as determined by our adjusted quick ratio, subject to either a 5.25% or 4.75% floor depending on the adjusted quick ratio. The agreement is secured by substantially all of our assets and includes restrictive covenants, in each case subject to certain exceptions, that limit our ability to, among other things: sell or otherwise dispose of our business or property; change our business, liquidate, or dissolve or undergo a change in control; enter into mergers, consolidations, and acquisitions; incur indebtedness; create liens; pay dividends or make distributions; make investments; enter into material transactions with affiliates; pay any subordinated debt or amend certain terms thereof; or become an investment company. Pursuant to the Amended SVB Agreement, we are also required to maintain a minimum adjusted quick ratio of 1.25 to 1.00. The Amended SVB Agreement also contains customary events of default, upon which Silicon Valley Bank may declare all or a portion of our outstanding obligations payable to be immediately due and payable. In March 2020, we borrowed $24.3 million under the SVB Agreement as a precautionary measure in order to increase liquidity and preserve financial flexibility in light of current uncertainties resulting from the COVID-19 pandemic. As of April 30, 2020, we had a balance of $24.3 million outstanding under the SVB Agreement, which represents substantially all of the available funds to borrow under the SVB Agreement.

We typically invoice our subscription customers annually in advance, and in certain cases, we invoice up front for multi-year contracts. Therefore, a substantial source of our cash is from such prepayments, which are

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included on our consolidated balance sheets as deferred revenue. Deferred revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As of April 30, 2020, future estimated revenue related to performance obligations from non-cancelable contracts that were unsatisfied or partially unsatisfied was $173.4 million, of which we expect to recognize revenue of $123.6 million over the next 12 months, with the remaining balance recognized thereafter. As of April 30, 2020, we had deferred revenue of $88.8 million, of which $87.3 million was recorded as a current liability and is expected to be recorded as revenue within the next 12 months, subject to applicable revenue recognition criteria.

Cash Flows

The following table shows a summary of our cash flows for the periods presented:

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands)
Net cash provided by (used in):
Operating activities	$	(6,528	)	$	(22,127	)	$	(48,569	)	$	(5,487	)	$	(11,123	)
Investing activities	$	(2,959	)	$	(1,544	)	$	(23,385	)	$	(2,493	)	$	(486	)
Financing activities	$	74,986		$	1,654		$	108,135		$	1,885		$	24,487

Operating Activities

Our largest source of operating cash is cash collections from sales of subscriptions to our customers. Our primary uses of cash from operating activities are for personnel and related expenses, marketing expenses, and third-party hosting and software costs. In the last several years, we have generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from equity financings.

Cash used in operating activities for the three months ended April 30, 2020 of $11.1 million consisted of our net loss of $23.6 million, adjusted for non-cash charges of $9.6 million and net cash inflows of $2.9 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $5.1 million, amortization of deferred sales commissions of $2.5 million, and depreciation and amortization of $2.0 million. Changes in operating assets and liabilities primarily reflected a $3.1 million decrease in accounts receivable due to collections being greater than billings during the period, and a $2.7 million decrease in prepaid expenses related to the timing of advance payments to vendors and amortization of prior amounts paid. These changes were partially offset by a $2.9 million increase in deferred sales commissions due to commissions paid on new bookings and a $0.8 million decrease in accounts payable and accrued expenses due to timing of payments to vendors.

Cash used in operating activities for the three months ended April 30, 2019 of $5.5 million consisted of our net loss of $15.3 million, adjusted for non-cash charges of $6.0 million and net cash inflows of $3.7 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $3.4 million, amortization of deferred sales commissions of $2.0 million, and depreciation and amortization of $0.5 million. Changes in operating assets and liabilities primarily reflected a $3.5 million decrease in accounts receivable due to collections being greater than billings during the period, a $1.4 million increase in deferred revenue resulting from increased billings for subscriptions, a $0.9 million decrease in prepaid expenses related to the timing of advance payments to vendors and amortization of prior amounts paid, and a $0.5 million increase in accounts payable and accrued expenses due to timing of payments to vendors. These changes were partially offset by a $2.8 million increase in deferred sales commissions due to commissions paid on new bookings.

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Cash used in operating activities for fiscal 2020 of $48.6 million consisted of our net loss of $92.1 million, adjusted for non-cash charges of $42.4 million and net cash inflows of $1.1 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $22.0 million, amortization of deferred sales commissions of $8.8 million, impairment of capitalized internal-use software of $6.7 million, and depreciation and amortization of $4.3 million. Changes in operating assets and liabilities primarily reflected a $19.9 million increase in deferred revenue resulting from increased billings for subscriptions and a $7.2 million increase in accounts payable and accrued expenses due to timing of payments to vendors. These amounts were partially offset by a $16.1 million increase in deferred sales commissions due to commissions paid on new bookings and a $9.4 million increase in accounts receivable due to billings being greater than collections during the period.

Cash used in operating activities for fiscal 2019 of $22.1 million consisted of our net loss of $47.8 million, adjusted for non-cash charges of $15.9 million and net cash inflows of $9.8 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of amortization of deferred sales commissions of $7.0 million, stock-based compensation of $6.6 million, and depreciation and amortization of $2.0 million. Changes in operating assets and liabilities primarily reflected a $21.1 million increase in deferred revenue resulting from increased billings for subscriptions, which was partially offset by a $10.7 million increase in deferred sales commissions due to commissions paid on new bookings.

Cash used in operating activities for fiscal 2018 of $6.5 million consisted of our net loss of $32.4 million, adjusted for non-cash charges of $10.0 million and net cash inflows of $15.9 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of amortization of deferred sales commissions of $4.8 million, stock-based compensation of $2.8 million, and depreciation and amortization of $2.1 million. Changes in operating assets and liabilities primarily reflected a $16.6 million increase in deferred revenue resulting from increased billings for subscriptions, a $7.7 million decrease in prepaid expenses related to the timing of advance payments to vendors and amortization of prior amounts paid, and a $4.6 million increase in accounts payable and accrued expenses due to timing of payments to vendors. These amounts were partially offset by a $7.7 million increase in deferred sales commissions due to commissions paid on new bookings and a $5.0 million increase in accounts receivable due to new billings being greater than collections during the period.

Investing Activities

Cash used in investing activities for the three months ended April 30, 2020 of $0.5 million primarily consisted of $0.5 million of capitalized internal-use software costs.

Cash used in investing activities for the three months ended April 30, 2019 of $2.5 million consisted of $1.3 million of capitalized internal-use software costs and $1.2 million in purchases of property and equipment related to leasehold improvements and purchases of furniture and computers for new employees.

Cash used in investing activities for fiscal 2020 of $23.4 million consisted of $15.7 million in cash paid in connection with acquisitions of privately-held companies net of cash and restricted cash acquired, $5.6 million of capitalized internal-use software costs, and $2.1 million in purchases of property and equipment related to leasehold improvements and purchases of furniture and computers for new employees.

Cash used in investing activities for fiscal 2019 of $1.5 million consisted of capitalized internal-use software costs of $1.1 million and $0.5 million in purchases of property and equipment related to leasehold improvements and purchases of furniture and computers for new employees.

Cash used in investing activities for fiscal 2018 of $3.0 million consisted of $1.4 million in cash paid in connection with an asset acquisition, $1.2 million of capitalized internal-use software costs, and $0.4 million in purchases of furniture and computers for new employees.

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Financing Activities

Cash provided by financing activities for the three months ended April 30, 2020 of $24.8 million consisted of proceeds from borrowings of $24.3 million under the SVB Agreement and proceeds from common stock option exercises of $0.9 million, partially offset by $0.3 million in payments of deferred offering costs associated with our initial public offering.

Cash provided by financing activities for the three months ended April 30, 2019 of $1.9 million consisted of proceeds from common stock option exercises.

Cash provided by financing activities for fiscal 2020 of $108.1 million consisted of net proceeds from the issuance of Series G redeemable convertible preferred stock of $106.1 million and proceeds from common stock option exercises of $4.1 million, partially offset by $2.0 million in payments of deferred offering costs associated with our initial public offering.

Cash provided by financing activities for fiscal 2019 of $1.7 million primarily consisted of proceeds from common stock option exercises of $1.8 million.

Cash provided by financing activities for fiscal 2018 of $75.0 million primarily consisted of net proceeds from the issuance of Series F redeemable convertible preferred stock of $74.1 million and proceeds from common stock option exercises of $0.9 million.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations at January 31, 2020:

	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Operating lease commitments	$	10,901	$	3,107	$	5,958	$	1,836	$	—
Hosting commitments		63,228		36,950		26,278		—		—
Other commitments		1,014		—		1,014		—		—
Total	$	75,143	$	40,057	$	33,250	$	1,836	$	—

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum, or variable price provisions, and the approximate timing of the actions under the contracts.

As of January 31, 2020, our unrecognized tax benefits were $3.3 million, all of which are netted against deferred tax assets. At this time, we are unable to make a reasonably reliable estimate of the timing of payments, if any, in individual years due to uncertainties in the timing or outcomes of either actual or anticipated tax audits. As a result, these amounts are not included in the table above.

Additionally, in March 2020, we borrowed $24.3 million under the SVB Agreement, which represented substantially all of the available funds to borrow under the facility. As of April 30, 2020, $24.3 million was outstanding under the SVB Agreement.

As of April 30, 2020, our principal obligations consisted of borrowings under the SVB Agreement, obligations outstanding under non-cancelable operating leases, and non-lease contractual commitments comprised of hosting obligations and other non-cancelable purchase commitments. The borrowings under our revolving line of credit facility are due in June 2022. There have been no material changes to our operating lease commitments, hosting commitments, or other non-cancelable purchase commitments as compared to those presented above during the three months ended April 30, 2020.

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Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. Some of these indemnification provisions do not provide for a maximum potential amount of future payments we could be obligated to make. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and consolidated statements of comprehensive loss, or consolidated statements of cash flows.

We also have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and consolidated statements of comprehensive loss, or consolidated statements of cash flows.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Qualitative and Quantitative Disclosures about Market Risk

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

Interest Rate Risk

As of January 31, 2020, we had $98.5 million of cash equivalents invested in money market funds and $0.3 million of restricted cash due to the outstanding letters of credit established in connection with lease agreements for our facilities. As of April 30, 2020, we had $108.1 million of cash equivalents invested in money market funds and $0.3 million of restricted cash due to the outstanding letters of credit established in connection with lease agreements for our facilities. Our cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes.

As of April 30, 2020, we had $24.3 million in long-term debt. Interest on our borrowings under the revolving line of credit facility accrues at a variable rate based on the prime rate and our adjusted quick ratio and is therefore subject to interest rate risk.

A hypothetical 10% relative change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial statements.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar, and the functional currency of our foreign subsidiaries is the respective local currency. The assets and liabilities of each of our foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Adjustments resulting from translating foreign

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functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss. Equity transactions are translated using historical exchange rates. Expenses are translated using the average exchange rate during the year. Gains or losses due to transactions in foreign currencies are included in interest and other income, net in our consolidated statements of operations.

The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in foreign currency exchange rates. In the event our foreign currency denominated assets, liabilities, revenue, or expenses increase, our results of operations may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.

A hypothetical 10% change in the relative value of the U.S. dollar to other currencies during any of the periods presented would not have had a material effect on our consolidated financial statements.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this prospectus are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected. We believe that the accounting policies described below involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Revenue Recognition

We elected to early adopt Accounting Standards Codification Topic 606, or ASC 606, Revenue from Contracts with Customers, effective February 1, 2018, using the full retrospective transition method. As such, our consolidated financial statements are presented in accordance with ASC 606 for the periods presented. We recognize revenue from contracts with customers using the five-step method described in Note 2 in our consolidated financial statements included elsewhere in this prospectus.

We generate revenue through the sale of subscriptions to customers that enable them to access our cloud-native platform. Our subscription arrangements with customers do not provide the customer with the right to take possession of our cloud-native platform at any time and as a result are accounted for as service arrangements. Revenue is recognized when control of these services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Subscription terms are generally one year, but can be three years or longer, and the substantial majority of our contracts are non-cancelable. Revenue is recognized ratably over the subscription generally beginning on the date that our platform is made available to a customer. We typically bill for subscriptions annually in advance for subscriptions with terms of one year or more.

We allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on a range of actual prices charged to customers. In general, we satisfy the majority of our performance obligations over time as we transfer the promised services to our customers. We review the contract terms and conditions to evaluate the timing and amount of revenue recognition, the related contract balances, and our remaining performance obligations. These evaluations require judgment that could affect the timing and amount of revenue recognized.

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Deferred Sales Commissions

Deferred contract costs include sales commissions which are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit, determined to be five years. The period of benefit is estimated by considering factors such as the expected life of our subscription contracts, historical customer attrition rates, technological life of our platform, the impact of competition in our industry, as well as other factors. Amounts anticipated to be recognized within 12 months of the balance sheet date are recorded as deferred sales commissions, current, with the remaining portion recorded as deferred sales commissions, noncurrent, on the consolidated balance sheets. Amortization of deferred contract costs is recorded as sales and marketing expense in the consolidated statements of operations included elsewhere in this prospectus.

Stock-Based Compensation

We measure and recognize compensation expense for all stock-based payment awards, including stock options granted to employees and directors based on the estimated fair values on the date of the grant.

The fair value of options granted is estimated on the grant date using the Black-Scholes option pricing model. This pricing model for share-based compensation expense requires us to make assumptions and judgments about the variable inputs used in the Black-Scholes model.

These assumptions are estimated as follows:

Fair Value. Because our common stock is not yet publicly traded, we must estimate the fair value of common stock, as discussed below in the section titled “—Common Stock Valuations.”

Expected Term. The expected term represents the period that our stock-based awards are expected to be outstanding. The expected term assumptions were based on the vesting terms, exercise terms, and contractual lives of options.

Volatility. Since we do not have a trading history of our common stock, the expected volatility is based on a calculation using the historical stock information of companies deemed comparable to us, over a period equal to the expected life of the options. We intend to continue to apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be used in the calculation.

Risk-Free Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant corresponding to the expected life of the award.

Dividend Yield. We have not and do not expect to pay cash dividends on our common stock.

Determination of all of these assumptions involves our best estimates at that time, which impact the fair value of the option calculated under the Black-Scholes methodology, and ultimately the expense that will be recognized over the life of the option. For the inputs and assumptions used to determine the fair value of options granted in each year presented, see Note 11 to our consolidated financial statements included elsewhere in this prospectus.

We recognize stock-based compensation expense for our RSUs on an accelerated attribution method, as the RSUs are subject to service-based and performance-based vesting conditions, which include a liquidity event condition, and in certain cases, the achievement of certain other performance metrics. None of the RSUs vest

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unless the liquidity event condition is satisfied. The liquidity event is not deemed probable of occurring as of April 30, 2020; thus, no stock-based compensation expense has been recognized. The liquidity event is considered probable upon the occurrence of our initial public offering, at which point we will record cumulative stock-based compensation expense using the accelerated attribution method. The remaining unrecognized stock-based compensation expense related to the RSUs will be recognized over the remaining requisite service period.

We recognize stock-based compensation expense for our service-based stock-based awards granted to our employees and directors based on a straight-line basis over the service period, net of actual forfeitures. Stock options granted to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustments as such options vest and at the end of each reporting period, and the resulting change in value, if any, is recognized in our consolidated statements during the period the related services are rendered. We also have certain options that have performance-based vesting conditions; stock-based compensation expense for such awards is recognized using an accelerated attribution method from the time the vesting condition is probable through the time the vesting condition has been achieved.

Additionally, we review any transfers of our common stock to evaluate the extent to which the respective transactions represented a fair value exchange and to determine if any compensation expense should be recorded. Factors considered include transaction volume, timing, whether the transactions occurred among willing and unrelated parties, and whether the transactions involved new or existing investors with access to our financial information.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the following table:

	Year Ended January 31,			Three Months Ended April 30,
	2018	2019	2020	2019	2020
Expected life (in years)	5.0 -7.0	5.5 - 6.7	5.0 - 7.3	5.5 - 6.9	5.7 - 6.1
Risk-free interest rate	1.9% -2.8%	2.5% - 3.0%	1.6% - 2.5%	2.4% - 2.5%	0.8% - 0.9%
Expected volatility	38.2% - 53.6%	46.6% - 53.1%	49.7% - 52.5%	49.7% - 50.7%	52.5% - 54.5%
Expected dividend yield	—	—	—	—	—

We adopted ASU No. 2018-07 effective February 1, 2020, which aligns the accounting for employee and non-employee awards except for inputs to the option pricing model and the attribution of cost. Assumptions used in valuing non-employee stock options are generally consistent with those used for employee stock options with the exception that the expected term is over the contractual life, or 10 years for non-employee stock options. The adoption of this standard did not have a material impact on our consolidated financial statements. As of February 1, 2020, the awards issued to non-employees are no longer subject to periodic adjustments as such awards vest at the end of each reporting period.

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

Prior to February 1, 2018, we estimated a forfeiture rate to calculate stock-based compensation. We adopted ASU No. 2016-09 effective February 1, 2018 and elected to account for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. The adoption of this standard did not have a material impact on our consolidated financial statements.

Common Stock Valuations

Prior to our initial public offering, given the absence of a public trading market of our common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide,

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Valuation of Privately-Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our common stock, including:

• independent third-party valuations of our common stock;

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

• the prices at which third parties sold our common stock to others in arms-length transactions;

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

• our results of operations, financial position, and capital resources;

• industry outlook;

• the lack of marketability of our common stock;

• the fact that the option grants involve illiquid securities in a private company;

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

• the history and nature of our business, industry trends and competitive environment; and

• general economic outlook including economic growth, inflation and unemployment, interest rate environment, and global economic trends.

In valuing our common stock, our board of directors determined our equity value using a weighting of the income and market approach valuation methods. The income approach estimates value based on the cash flows that a business can be expected to generate over its remaining life. These future cash flows are discounted to their present values using a rate of return appropriate for the risk of achieving the business’ projected cash flows. The present value of the estimated cash flows is then added to the present value equivalent of the residual value (if any) of the business at the end of the projected period to calculate the business enterprise value. The market approach estimates value based on a comparison of us to comparable public companies in a similar line of business. A representative market value multiple is determined based on the comparable companies and then applied to our financial results to estimate the business enterprise value.

For valuations prior to January 31, 2020, the Option Pricing Method, or OPM, was selected as the principal equity allocation method. When we have completed or were expecting to complete a preferred equity financing, the terms and pricing of the financing round were included in the analysis used to estimate the value of our common stock.

For valuations on or subsequent to January 31, 2020, we used a hybrid method utilizing a combination of the OPM and the probability-weighted expected return method, or PWERM, in estimating the value of our common stock. Using the PWERM, the value of our common stock was estimated based upon a probability-weighted analysis of values for our common stock assuming possible future events for our company, including a scenario of an initial public offering of our common stock on an exchange.

In addition, we considered any transfers of our common stock in the weighting of the common stock value. In our evaluation of those transactions, we considered the facts and circumstances of each transaction to

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determine the extent to which they represented a fair value exchange. Factors considered include transaction volume, timing, whether the transactions occurred among willing and unrelated parties, and whether the transactions involved investors with access to our financial information.

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.

Following this offering, it will not be necessary to determine the fair value of our common stock, as the shares will be traded in the public market.

Based upon the assumed initial public offering price of $                      per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the aggregate intrinsic value of our outstanding stock options as of                      was $                      million, with $                      million related to vested stock options.

Recent Accounting Pronouncements

For more information, see the sections titled “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” in Note 2 to our consolidated financial statements included elsewhere in this prospectus.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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BUSINESS

Overview

Sumo Logic empowers organizations to close the intelligence gap.

Sumo Logic is the pioneer of Continuous Intelligence, a new category of software, which enables organizations of all sizes to address the challenges and opportunities presented by digital transformation, modern applications, and cloud computing. Our Continuous Intelligence Platform enables organizations to automate the collection, ingestion, and analysis of application, infrastructure, security, and IoT data to derive actionable insights within seconds. Continuous intelligence leverages artificial intelligence and machine learning capabilities, and is provided as a multi-tenant cloud service that allows organizations to more rapidly deliver reliable applications and digital services, protect against modern security threats, and consistently optimize their business processes in real time. This empowers employees across all lines of business, development, IT, and security teams with the data and insights needed to address the technology and collaboration challenges required for modern business. With our Continuous Intelligence Platform, executives and employees have the intelligence they require to take prescriptive action in real time—a modern business imperative.

We live in the intelligence economy. Organizations can succeed or fail based on how well they understand and respond to what is happening inside their business. Reports, surveys, or monitoring alerts provided by traditional operational and security technologies and manual processes are no longer effective. Today, businesses generate data from multiple sources–every touchpoint, customer interaction, and digital connection across an entire business and ecosystem. This represents an unprecedented volume of data that is growing at an extraordinary pace which is, at best, difficult to digest and, at worst, an impediment to driving the speed of decision-making needed to compete in today’s dynamic marketplaces.

The risk of ignorance is monumental to a business. C-suite executives and business leaders are under increasing pressure to know exactly what is happening inside their business the moment it happens. As a result, employees across organizations are increasingly accountable for the overall health and security of their businesses at all times, and can no longer credibly hide behind gaps of intelligence. Intelligence gaps are rampant inside organizations due to multiple disparate systems, departmental silos, and an antiquated set of partial solutions that add more noise, obscuring the signal of truth that organizations seek. Organizations that cannot close the intelligence gap will not only get left behind, they will get lapped. Addressing the intelligence gap by hiring more people or working longer hours is insufficient—organizations must increase their collective intelligence.

Businesses thriving in the intelligence economy are taking a completely different approach to solving the intelligence gap, by seeking out solutions that provide real-time continuous intelligence that improves how they collectively and collaboratively build, manage, and secure their digital services. Organizations that will be successful in the digital age must be able to utilize their most important resource: their data.

Our vision is to democratize machine data, making insights from this rich source available to all. Our Continuous Intelligence Platform gives our customers insights across a wide range of use cases. We help our customers: monitor and troubleshoot their applications and their cloud and on-premise infrastructure; manage audit and compliance requirements; rapidly detect and resolve modern security threats; and extract critical key performance indicators, or KPIs, from various types of machine data to gain visibility into customer behavior, engagement, and actions. We enable our customers to derive critical value from their data with advanced analytics based on our proprietary machine learning technology that identifies and predicts anomalies in real time.

Our multi-tenant, cloud-native platform was architected by big data and security experts and has been in operation continuously for nearly a decade. Our platform is built on a modern, microservices-based application

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and cloud architecture, leverages security-first principles, and incorporates AI/ML algorithms to deliver real-time actionable insights. We started in 2010 with the mission to provide organizations with the ability to ingest and analyze complex unstructured machine data, such as logs, events and security data for a cloud SIEM solution. However, we always had the vision to expand our data analytics capabilities to address less complex structured machine data, such as time-series metrics from applications and infrastructure, to provide a cloud-native operational intelligence solution. In 2012, when we released our service, we discovered that developers, IT operations, and security analysts were leveraging our platform to initially ingest and analyze log and event data in order to monitor and troubleshoot their mission-critical applications, systems, and services.

Our platform scans an average of 697 petabytes of data per day and an average of 14.9 billion events per second.²⁰ Our platform integrates and analyzes structured, semi-structured, and unstructured machine data, both historically and in real time, to provide actionable intelligence around what happened, why it happened, and how to resolve business, technology, or cybersecurity issues.

We deliberately architected and built our analytics platform to address the technology challenges and gaps in intelligence that arise from siloed development, operations, and security teams in order to enable organizations to adopt a more modern DevSecOps operating model. DevSecOps is the philosophy of integrating security practices within the DevOps process, and involves ongoing, flexible collaboration among developers, release engineers, and security teams. DevOps is a combination of practices that automates the processes between software development and operations teams in order to build, test, and deploy modern applications faster. Ultimately, it enables teams to gain more insights and intelligence in order to release software faster, optimize processes, and better deliver digital solutions to customers. We offer a suite of solutions to address the intelligence gap: Operational Intelligence, Security Intelligence, Business Intelligence, and Global Intelligence.

We address both cloud-native businesses, as well as traditional on-premise businesses that are seeking to build, manage, and secure modern applications as they undertake their digital transformation and cloud adoption initiatives. We serve organizations of all sizes, from large enterprises to small and mid-market businesses, regardless of their cloud, digital transformation, security analytics, or DevSecOps maturity. Representative customers include 23andMe, Alaska Airlines, Brown University, JetBlue, Land O’Lakes, LendingTree, Major League Baseball, Netflix, PagerDuty, Petco, Pitney Bowes, Qualtrics, Salesforce.com, Twilio, ULTA Beauty, and Xero. Our customer count changed from 1,626 as of January 31, 2018 to 1,900 as of January 31, 2019, to 2,137 as of January 31, 2020, and to 2,131 as of April 30, 2020.²¹ Customers that had ARR greater than $100,000 or more grew from 187 as of January 31, 2018 to 234 as of January 31, 2019 to 323 as of January 31, 2020, and to 329 as of April 30, 2020. Customers that had ARR greater than $1 million or more grew from seven as of January 31, 2018 to 16 as of January 31, 2019 to 25 as of January 31, 2020, and to 27 as of April 30, 2020.²²

The power of our platform, and the benefits that it delivers to customers, has driven rapid growth in our revenue. For fiscal 2018, 2019, and 2020, our revenue was $67.8 million, $103.6 million, and $155.1 million, respectively, representing a year-over-year growth rate of 53% and 50%, respectively. For the three months ended April 30, 2019 and 2020, our revenue was $32.5 million and $47.2 million, respectively, representing a period-over-period growth rate of 45%. We generated net losses of $32.4 million, $47.8 million, $92.1 million, $15.3 million, and $23.6 million for fiscal 2018, 2019, and 2020 and the three months ended April 30, 2019 and 2020, respectively, as we continued to invest in our business.

Industry Background

Nearly every business must transform into a digital business or be disrupted. Customers now expect real-time, instantaneous, always-on experiences. To meet these expectations, successful businesses need to

²⁰  For the month of April 2020.

²¹  See the section titled “—Our Customers” for a description of how we calculate our number of customers.

²²  See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of how we calculate ARR.

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continuously deliver updated information and improved services to their end customers, such as promotional offerings, pricing information, inventory levels, and service availability. Every business must continuously innovate.

Executives are accountable for the overall operational and financial health of the business and can no longer hide behind a gap in intelligence. This is especially true for security, as organizations must protect against breaches and reputational costs as they digitize. This accountability is not only the responsibility of executives.

Employees across the organization are now expected to find ways to improve intelligence by integrating silos that exist across systems, applications, services, and processes.

Today, every company is becoming a software company by delivering more business services through modern applications, automating workflows, and leveraging data from digital signals to satisfy increasing customer expectations. To enable differentiated digital services, organizations must take a new approach to software architectures, tools, and development processes that span multiple public cloud providers while simultaneously securing their digital assets. The successful modern business needs to continuously release and improve products and services or be disrupted.

We believe all businesses require the following five pillars to be successful in the intelligence economy.

• Modern application architectures

• Multi-cloud adoption

• Continuous security

• Continuous collaboration

• Data-driven intelligence

Successful businesses must continuously innovate by utilizing modern application architectures

To deliver real-time experiences, businesses must adopt modern application architectures that can be assembled and reassembled in real time, allowing them to build and deploy software with flexibility and agility. Organizations utilize microservices to build modern applications as a distinct set of composite services that rely on containers to run multiple applications across multiple operating environments. These loosely coupled application components leverage dynamic cloud infrastructure and new orchestration tools, such as Kubernetes, to manage containerized environments. Utilizing modern application architectures allow organizations to release software faster and adopt new DevOps processes, enabling greater agility and innovation to deliver a better user experience.

However, the benefits of modern application architectures come with a variety of technology, operational, security, and process challenges. Most often, these challenges arise because applications and their related infrastructure services are broken into “workloads”—small components, distributed across cloud environments–which increase complexity, introduce more systems to manage, and create more signals to capture and analyze. The proliferation of third-party technologies and open source components, along with container orchestration technologies, further increases the need for an agnostic solution that provides an analytics-based platform for development, operations, and security teams to collectively manage and secure these complex systems and services. Continuous innovation requires continuous intelligence.

Multi-cloud adoption is an imperative for modern businesses

The ability to run distributed application workloads in the cloud provides businesses with significant advantages over traditional on-premise solutions including scalability, flexibility, and cost-efficiency. Cloud-

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native businesses are architected in the cloud from inception, while traditional on-premise businesses are rapidly transitioning to the cloud. However, we believe organizations are still in the early stages of cloud adoption. According to IDC, public cloud spending will grow from $233 billion in 2019 to over $513 billion in 2023.²³

Organizations face challenges managing and securing diverse environments as they adopt multi-cloud strategies. On-premise, hybrid, and cloud environments each rely on diverse and heterogeneous architectures and tools, creating additional complexity and siloed digital sprawl.

Digital sprawl is not only less efficient, more complex, and more costly to manage, but also obscures the information and insights needed to drive real-time decisions. Many of the technologies that organizations rely upon provide only partial information, do not operate in real time, and are not scalable for cloud environments. The loss of control and visibility from cloud environments makes it challenging for organizations to gain intelligence from critical KPIs, such as service reliability and adoption, net promoter score, or NPS, or customer satisfaction, or CSAT. Multi-cloud agility requires continuous intelligence.

Continuous security requires artificial intelligence and machine learning to thwart modern threats

Security must be built into the fabric of every digital organization to guard against the threat of reputational damage, customer dissatisfaction, and financial loss. As businesses adopt modern architectures and transition to the cloud, they are increasingly adopting cloud-based security solutions. Security is now more than ever a shared responsibility with mutual accountability across an organization. Developers are responsible for maintaining the security of their applications, CISOs and IT professionals are mutually responsible for preventing threats from inside and outside of an organization, and CEOs are responsible for their organization’s reputation.

The surface area of attack within organizations is rapidly expanding. New technology architectures and public cloud adoption are enabling applications to become more distributed and susceptible to vulnerabilities. According to IDC, the number of connected devices, including predominantly IoT devices, is expected to reach 55.9 billion by 2025.²⁴ Bad actors both inside and outside of a company are finding new ways to access data and cause significant financial and reputational damages, increasing the challenges faced by organizations.

The perimeter-less digital world is creating more pressure and accountability for the modern enterprise SOC, which suffers from a lack of skilled analysts and cloud-native technologies. Traditional on-premise security tools are insufficient to deal with the increasing pace of security threats as they lack the necessary AI/ML capabilities to automatically correlate and analyze alert threats and data to help SOC analysts more efficiently discover and resolve security incidents. Further, these siloed security tools lack end to end visibility and context, create alert fatigue, require manual investigation and remediation, and exacerbate analyst inefficiency and ineffectiveness. Today’s increasingly sophisticated threats require continuous intelligence.

Continuous collaboration is a necessity for diverse organizations to innovate with speed and agility

Digital transformation requires teams across an organization to communicate and collaborate in new ways. The traditional “command and control” approach, where decisions are made at the top and passed down to individuals over time, does not work in situations in which speed and agility are critical. Individuals across the organization must be equipped with real-time, consistent information and empowered to make decisions autonomously based on that information. Teams struggle with antiquated, siloed systems that only present a partial view of data and lack real-time context around what is happening broadly across their organization.

²³  IDC, Semiannual Public Cloud Services Tracker, November 2019; see the section titled “Industry, Market, and Other Data” for additional information.

²⁴  IDC; Worldwide Global DataSphere IoT Device and Data Forecast, May 2019; see the section titled “Industry, Market, and Other Data” for additional information.

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Everyone within an organization is accountable for delivering quality services and ensuring the best customer experience. To accomplish this, teams cannot operate in silos. For example, in an online retail business, developers are responsible for building the application, IT departments operate the application infrastructure, and security teams safeguard the application and secure customer data. Marketing, sales, and customer service departments interface across these silos helping to design applications, respond in real time to outages, and rely on the data generated by multiple systems to continuously respond to customer demands and effectively run the business. Collaborating across teams requires a unified, data-centric perspective of their operations that allows teams to work together more efficiently while ensuring privacy, security, and compliance. Continuous collaboration requires continuous intelligence.

Data driven organizations must harness the massive volume of valuable data

Modern businesses create massive volumes of data from every touchpoint, customer interaction, and digital connection in an organization. The amount of unstructured digital data is not merely increasing, but rapidly accelerating, and businesses are overwhelmed with information they cannot digest—let alone leverage as an advantage to get ahead. This growing volume and variety of data is produced by every software application and electronic device in an organization and contains a definitive, time-stamped record of various activities, such as transactions, customer and user activities, and security threats. This is often referred to as machine data and is generated in the form of structured data, such as metrics and traces, and, most importantly, in unstructured data, such as logs, events, and metadata—each containing different pieces of important but disparate information. This complex yet rich source of unstructured and structured machine data is the currency of the digital era, providing competitive differentiation to companies that can leverage analytics and intelligence to rapidly discover its insights.

According to IDC, by 2024, there will be over 140 ZB of data generated, of which nearly 25% will be real time.²⁵ The ability to extract insights from this overwhelming volume of data is difficult. In order to obtain real-time insights, organizations need a solution that can collect data from different sources in different formats, continuously ingest, normalize, and analyze such data, and elastically scale. Continuous data requires continuous intelligence.

The five pillars emerging from digital transformation create a variety of opportunities coupled with distinct challenges for organizations of all sizes and across every industry. These challenges are further complicated by inadequate tools and technologies not designed or purpose-built for the new analytics requirements of the intelligence economy.

Traditional Solutions Have Challenges Delivering Value

Many solutions today are not equipped to adequately address the evolving complexity of modern business.

• Manual processes. Organizations often attempt to solve the intelligence gap with a “do it yourself” approach based on a set of open source tools. These predominantly open-source search tools allow users to search through a database of information–primarily logs–to gain visibility into what is happening in their organizations. These tools can require lengthy set-up time, do not deliver intelligence quickly enough, and cannot scale with the rapidly evolving complexity of the modern technology ecosystem. Users must manually parse and transform the structure of their data in order to ultimately be able to search for known issues, and therefore may not discover unknown threats or potential service degradation.

• On-premise solutions. On-premise solutions cannot scale to handle the volume, velocity, and variety of data ingestion required to deliver continuous intelligence. Companies using on-premise solutions often

²⁵  Worldwide Global DataSphere Forecast, 2020–2024: The COVID-19 Data Bump and the Future of Data Growth, April 2020; see the section titled “Industry, Market, and Other Data” for additional information.

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are limited on the type and value of data, and ingest only a subset of the total volume of available data in order to avoid user experience issues, search response time, latency, or, most importantly, unpredictable spikes in pricing and costs. Moreover, single-tenant hosted offerings cannot elastically scale and require additional infrastructure and people to administer and maintain.

• Point solutions. Point solutions used for monitoring, search and reporting, and domain-specific security only capture partial data sets and do not capture complete information across data types, both historically and in real time, in order to provide the necessary comprehensive insights. Further, these point solutions are often not architected for cloud and machine scale, as these tools have been optimized for a primary source of structured monitoring data. While a limited set of tools also claim to provide support for unstructured log and machine data, they must rely on sampling or aggregating data because of their operational cost, architecture, scale, and licensing constraints. As such, these tools cannot deliver on the requirements for modern businesses.

• Outdated licensing models. Tools based on traditional enterprise-wide licensing and pricing models are outdated, and often charge an effective “data tax” for increased users, access, or spikes in daily volume. These models have quickly become too expensive, rigid, and unsuitable for customers as they shift to digital and cloud initiatives.

The Need for Continuous Intelligence

Organizational complexity is increasing, while organizational insights are decreasing. The result is the intelligence gap, where organizations can no longer understand what is happening inside their businesses. The intelligence gap between the massive volumes of data generated and an organization’s ability to react widens with every second. Continuous intelligence bridges this gap and equips executives and users across development, IT operations, security, and other lines of business with the insights their businesses require. Hiring more people or working longer is insufficient; digital leaders have to leverage their organization’s continuous intelligence.

The consequences of the intelligence gap include:

• Inability to innovate and compete in today’s dynamic intelligence economy;

• Inability to proactively manage business risk and security threats; and

• Inability to empower talent and maximize workforce productivity.

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Companies across all verticals are adopting Continuous Intelligence. For example:

• 23andMe. 23andMe is a leading consumer genetics and research company. Founded in 2006, the mission of the company is to help people access, understand, and benefit from the human genome. 23andMe has millions of customers worldwide and is consistently recognized as an innovator in the health and wellness industry. During a period of high growth, feature expansion, and growing sensitive data collection, 23andMe needed an intelligence solution that scaled with its business and delivered fast time to value. 23andMe selected Sumo Logic to initially focus on security management. That initial use case has expanded across 23andMe. Today, 23andMe leverages Sumo Logic to align security, development, and operational teams, helping the business move faster and deliver better customer experiences.

• Pitney Bowes. Pitney Bowes is a global technology company most known for its postage meters and other mailing equipment and services. The company has transformed into a modern technology company fueled by digital transformation, expanding its offerings into e-commerce, software, and other technologies. Today, clients around the world rely on the accuracy and precision delivered by Pitney Bowes solutions. To modernize its business and product suite, Pitney Bowes created a consolidated software design, development, and operational architecture that could be used across organizations and shorten development cycles. The company selected Sumo Logic as a critical ingredient in the software development and support process, providing deep, immediate insights into a broad range of applications. The adoption of Sumo Logic has contributed to Pitney Bowes’ ability to deliver new products, solutions, and capabilities faster and more efficiently.

• Major League Baseball. Major League Baseball, or MLB, is the oldest of the professional sports leagues in the United States and Canada, with 30 teams across the National and American leagues. As a league supporting a live sport with many spectators and digital channels, MLB has a multitude of fans, partners, systems, and data that need protection. MLB selected Sumo Logic as its intelligence platform to monitor and respond to incidents in real time across legacy and cloud-native systems. Today, Sumo Logic is a force multiplier at MLB by providing broad visibility across the organization, which drives collaboration, innovation, and improved time to market.

• Pokémon. The Pokémon Company, or Pokémon, is a global gaming company which serves hundreds of millions of users, many of which are children and young adults. As a result, Pokémon gathers a massive data lake of personally identifiable information, including dates of birth, email addresses, and geolocation data and travel patterns from cell phones using the popular Pokémon Go app. With existing and new privacy regulations such as the GDPR and the Children’s Online Privacy Protection Act, Pokémon is under immense pressure to demonstrate not only ongoing compliance, but also a resilient security posture. Pokémon leverages Sumo Logic’s platform and pre-built security and compliance dashboards to provide centralized security and business insights of all data flowing across its networks, globally. Sumo Logic has been crucial for delivering a unified source of user data in order to operationalize agile security and DevOps teams, and implement proper security and privacy controls that not only demonstrate return on investment, but more importantly enable the business to move faster, and deliver new products to market.

Our Opportunity

We believe that as companies of all sizes and across all industries increase the amount of business they conduct digitally, they will continue to invest in solutions that help address the intelligence gap. Our platform is employed across a broad range of use cases to address this gap. Based on data from IDC, Sumo Logic estimates its total addressable market opportunity to be approximately $55.1 billion. We calculated this estimate by aggregating 2020 projected revenue by organizations in the following IDC software categories: advanced and predictive analytics software; AI software platforms; content analytics and search software; end-user query,

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reporting, and analysis software; software change and configuration management; security analytics, intelligence, response, and orchestration; and ITOM software, across on-premise and cloud environments.²⁶ We believe that our platform currently addresses a significant portion of this market, and we intend to further expand our offerings to capture more of this market in the future.

Separately, we have calculated our total addressable market opportunity as approximately $49.3 billion. To arrive at this figure, we conducted a detailed process. First, we identified the total number of global companies broken down by size, which we determined by referencing independent industry data from the S&P Global Capital IQ database.²⁷ We then segmented these companies into large enterprise, enterprise, and commercial categories based on revenue, and for commercial, a minimum number of employees. We then leveraged internal company data on current customer type and spend on our products and services to calculate average ARR for each category. Finally, we multiplied the average ARR by the number of companies within each category to determine our total addressable market opportunity.²⁸

We define large enterprises as companies with revenue greater or equal to $1.5 billion in the last twelve months, enterprises as companies with revenue between $500 million and $1.5 billion, and commercial customers as companies with revenue between $100 million and $500 million and with greater than 250 employees.

For large enterprise customers, we applied the average ARR of our top 25 customers, which we believe represents the average spend of customers that have achieved widespread adoption of our platform across their organizations based on their size and use of cloud-based technology. For enterprise customers, we averaged the ARR across our top 26th to 250th customers, which we believe represents the average spend of substantial customers that have achieved moderate to high adoption of our platform, often across multiple use cases. Finally, for commercial customers, we averaged the ARR across our top 251st to 500th customers, which we believe represents the average spend of customers with more limited adoption of our platform among smaller businesses.

Our Solution

We unlock the power of data with advanced analytics based on our proprietary machine learning technology to identify and predict anomalies in real time, separating the signal from the noise and allowing users to get continuous insights, even when they do not know what questions to ask. Our multi-tenant, cloud-native platform was architected by big data and security experts and has been in operation continuously for nearly a decade. We began by solving the more difficult log and machine data analytics challenges, and then evolved our platform very early on to also integrate and analyze more simple structured monitoring and time-series data to provide a comprehensive, cloud-native, continuous intelligence solution.

As a result, we deliver analytics and insights across a wide range of use cases for a diverse user base of technical and non-technical individuals across development, IT operations, security, and other lines of business including product, customer success, and executives. Our user-friendly dashboards can be used out-of-the-box or easily customized and personalized for monitoring workloads, alerting users to performance issues, investigating anomalies, detecting threats, responding to security incidents, and predicting customer churn. Our Continuous Intelligence Platform allows users to further derive insights and intelligence through various integrations with domain-specific data science tools and technologies.

Our customers leverage our Continuous Intelligence Platform for four main solution areas:

• Operational Intelligence: Customers utilize our platform to build, monitor, troubleshoot, and optimize their applications and infrastructure. Modern applications require modern observability powered by AI/

²⁶  IDC, Semiannual Software Tracker, 2019 H1 Forecast Release, November 14, 2019; see the section titled “Industry, Market, and Other Data” for additional information.

²⁷  Global Capital IQ database; see the section titled “Industry, Market, and Other Data” for additional information.

²⁸  the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of how we calculate ARR.

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ML and utilize more than just one type of data—logs, events, metrics, metadata, traces, and other telemetry generated by machines. Our Continuous Intelligence Platform enables users to rapidly understand the root cause of poor performance in their application stack, such as a line of faulty code, an incorrect configuration error, architectural issue caused by poor performing infrastructure, or a capacity issue. The ability to quickly troubleshoot results in faster deployment of new code, significantly reduced downtime, and an enhanced customer experience.

• Security Intelligence: Sumo Logic’s cloud-native analytics capabilities can detect real-time threats and incidents, as well as provide consolidated lists of indicators of compromise that enables analysts to accelerate investigations across their multi-cloud environments. Our algorithms utilize correlations and pattern recognition to detect threats, and then deploy custom alerts to automate the appropriate incident response for the SOC. Further, our cloud SIEM solutions go beyond reporting and into continuous intelligence, allowing IT operations and security analysts to conduct deep investigations into all their log data, as opposed to surface-level, metrics-based analysis. In addition, we enable our

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customers to leverage our Continuous Intelligence Platform to comply with and adhere to the various audit, compliance, and regulatory requirements.

• Business Intelligence: Sumo Logic’s abilities extend into line of business users to enable real-time, data-driven decision making. Our solution extracts valuable business, service, or other critical KPIs from existing data to predict and analyze customer behavior, engagement, and actions. Our out-of-the-box, analytics-powered dashboards and flexible search language can help business users design and perform a robust set of searches to gain visibility into customer engagement, accelerate time to market, and increase competitive advantages.

• Global Intelligence: Through our platform, we have insights into the types of technologies used by more than 125,000 Sumo Logic users, and how they are using these technologies. Given our vast volume of data ingested daily and maintained historically, we provide a unique operational and security benchmarking service that leverages machine learning to uncover global KPIs and KRIs. These benchmarks allow organizations to measure their performance, value, and risks against the broader

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Sumo Logic global community. Additionally, we provide a rich set of anonymized data and intelligence to users, such as industry, community, and data science insights.

Our Continuous Intelligence Platform is designed to collect and centralize data from a multitude of data sources by integrating seamlessly with other platforms and solutions. Our Continuous Intelligence Platform was architected to support massive scale, optimizing data ingestion and processing, while providing powerful analytics. Our platform ingests and analyzes the machine data generated by applications, infrastructure, and microservices from cloud and on-premise environments, enabling actionable insights. Sumo Logic supports approximately 175 out-of-the-box applications and integrations across all areas of IT infrastructure including public multi-cloud environments, application development, containers and orchestration, databases, cloud applications, identity, and security and threat detection.

Benefits of Our Solution

Ingest all types of machine data, in real time

Sumo Logic ingests comprehensive sets of digital and machine data enabling our customers to gain holistic real-time intelligence to efficiently manage their digital operational, security, and business processes. In April 2020, our platform scanned 20.9 exabytes of data and 38.6 quadrillion events. Our platform collects data and derives insights about KPIs, KRIs, and SLIs, from logs, events, metrics, metadata, traces, and other telemetry generated by machines. Customers can easily collect these disparate data sources from various technologies regardless of where they are deployed.

Predictive and proactive insights

Our proprietary advanced analytics algorithms enable a proactive and predictive approach to deriving intelligence from applications and infrastructure and responding to opportunities, instead of reacting to historical events. Using a variety of search, machine learning, and statistical techniques enabled by our Continuous Intelligence Platform, our customers can:

• Quickly find events of interest to separate signal from noise;

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• Automatically correlate events across multiple sources to discover patterns;

• Identify trends across millions of records to understand changes in behavior;

• Uncover anomalies and outliers to detect an impact on applications, infrastructure, and data;

• Predict outcomes to avoid outages and security incidents; and

• Isolate root causes of issues to restore systems and remediate security incidents.

The powerful machine learning capabilities of our platform work at scale and analyze all information collected, not only a sample, to empower our customers to derive intelligence quickly from their structured, semi-structured, unstructured, and ephemeral data, reducing the need for slow and costly data science resources and tools.

Accessible to everyone in an organization

Our Continuous Intelligence Platform is designed for rapid adoption across the organization, supporting multiple use cases. Users can perform analysis and share results across teams, create dashboards to visualize insights, set alerts to notify teams of events, configure access to deliver information to appropriate audiences, and integrate with the full enterprise ecosystem of tools and business applications that need the data and intelligence generated by our platform. In order to facilitate ease of adoption and management, our Continuous Intelligence Platform offers enterprise-class access control, deployment automation, and approximately 175 out-of-the-box applications and integrations.

Multi-tenant cloud architecture

Our architecture leverages cloud, multi-tenancy, microservices, autoscaling, and deployment automation to create an efficient and resilient platform. Our platform eliminates the need for costly and slow upgrades and management overhead, and reduces scaling and security challenges. Our multi-tenant cloud architecture delivers:

• Efficient resource utilization that offers a compelling return on investment;

• Intelligent workload control that offers consistent and predictable performance;

• Automatic scalability to adapt to customers’ business cycles and unexpected events;

• Single point-of-failure-resistant architecture delivering reliability and data integrity;

• Rapid deployment of new capabilities and security updates;

• Support for any data from any application, infrastructure, or environment; and

• Multi-use case intelligence that supports multiple stakeholders inside an enterprise.

Security delivered by design

Our architecture employs end-to-end encryption both in transit and at rest, security at every layer of the application, and a zero-trust execution model. Increasingly, applications contain personal, confidential, and otherwise sensitive customer data that must be protected and managed in a way that adheres to regulatory rules of the specific industries in which those enterprises operate. Our platform is designed to ensure that all data generated and ingested is managed in a secure and compliant way without users having to manage security on their own. Our security policies, procedures, and controls are routinely audited and attested by third parties for compliance, certification, or adherence to industry security standards and regulations, such as CSA-Star, FedRAMP In Process, HIPAA, ISO 27001, PCI/DSS Provider Level 1, and SOC 2 Type 2.

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Competitive Strengths

We efficiently service and support a broad customer base

Our customers include businesses of all sizes and industries across North America, Europe, the Middle East, and Africa, or EMEA, and APJ. We help organizations at every stage of digital transformation, from cloud-native organizations to those who are predominantly on-premise and are now transitioning to the cloud. We designed our solutions with an intuitive, easy-to-use interface that includes visualizations, dashboards, and alerting capabilities. While easy to use, our solutions are also powerful and can be customized to meet the needs of sophisticated technical users in demanding enterprise environments. We have a simple onboarding and implementation process as well as automated self-paced or instructor-led training and certifications, which enable customers to begin using our Continuous Intelligence Platform within hours. Once they adopt our platform, customers are able to leverage approximately 175 out-of-the-box applications and integrations, allowing them to quickly realize the benefits of Sumo Logic without costly and lengthy implementation.

We address a broad range of use cases

Our Continuous Intelligence Platform can address a broad range of use cases for developers, IT operations teams, security professionals, and business users to access advanced analytics and intelligence for their respective needs. Typically, customers utilize Sumo Logic’s platform for operational intelligence to address modern observability requirements, security intelligence for cloud SIEM, and business intelligence for customer usage and adoption. Our easy-to-use platform, along with the ability to add unlimited users, enables viral expansion of other use cases, such as fraud detection, preventive maintenance, inventory management, and smart city IoT initiatives.

Our flexible subscription packages are built for scale and value

We offer flexible, multi-tiered, paid subscription packages for access to our platform. Our pricing is based on a variety of factors including volume of data to be ingested, duration of data retention, and breadth of access to platform features and functionalities. Our subscription packages encourage customers to expand their adoption of our platform by providing them with the flexibility to ingest and analyze large volumes of data and the ability to access a broad suite of platform features and functionalities without incurring overage fees. We also provide customers insights into their usage patterns.

Powerful network effects drive adoption and platform value

Our business benefits from the investments we have made to drive powerful network effects, which further increase adoption, accelerate the value of our platform to our customers as we grow, and provide a sustainable competitive advantage.

Customer adoption flywheel. Customers typically adopt Sumo Logic with an initial use case or a single project. As the initial team starts to derive value from our platform, they frequently share insights and collaborate with other teams. As a result, more and more teams adopt Sumo Logic and expand use cases. More users and more use cases drive more diverse data ingested into our platform, which allows for organizations to derive more powerful insights. Greater insights lead to new users who want access to our platform, creating a powerful flywheel effect.

Global intelligence flywheel. Our differentiated Continuous Intelligence Platform provides unique insights into our customers’ application architectures, processes, and the tools they use to build, run and secure modern applications and infrastructures. We apply these insights to offer benchmarks to our customers along with the ability to export anonymized data from Sumo Logic for data science applications. In addition, the insights into how our customers are building, maintaining, and securing their applications allow us to

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further innovate and tailor our solution roadmap. For example, we observed early usage of Kubernetes across multi-cloud deployments, and as a result, we accelerated development of a solution that provides discoverability, observability, and security for Kubernetes and container-based applications. As we continue to grow our customer base, we will continue to leverage our Continuous Intelligence Platform to provide more value to our customers, which in turn will help to increase adoption.

Effective go-to-market model

Our go-to-market model is designed to effectively land customers, and expand their use of our platform over time. During their subscription term, customers frequently increase the number of users and use cases, ultimately driving more data into our platform and a greater likelihood for contract upgrades. We complement our free trials with an inside sales team focused on the mid-market segment and a field sales organization focused on the enterprise segment. In addition, our growing community of passionate users advocate for Sumo Logic through user groups, our Slack channels, and community forums, which has helped increase the virality of users onto our platform. Our community includes over 125,000 users and we have conducted over 19,000 Sumo Logic certifications that further improve knowledge, value, and adoption. We also leverage our Continuous Intelligence Platform internally to garner insight into our customers’ usage patterns and augment our customer support and customer success, allowing us to maintain an average CSAT score of over 96% in the past eight quarters with minimal support headcount.

Our Growth Strategies

Grow our customer base

We are in the early stages of penetration of a very large market opportunity. We are focused on growing our customer base by expanding our sales and marketing efforts across the markets we serve. We have significantly increased our investment in direct sales, channel sales, and marketing over the past year. We are also increasing our efforts internationally to expand our market presence in EMEA and APJ.

Expand within our customer base

Our customers often initially subscribe to our Continuous Intelligence Platform for a specific use case and expand use over time. We plan to grow our relationships with existing customers by making it easier and more cost-effective to increase the data they ingest, store, and utilize in our platform, which we believe will attract more users, increase use cases, and drive greater adoption. We believe our ease of use and self-service model, viral adoption dynamics, and cross-department collaboration are key elements in driving more spend within our customer base.

Continue to enhance and innovate our offerings

We will continue to invest in research and development to enhance our technological innovation and support new service offerings. In 2016, we introduced a cloud-native unified log, metrics, and events solution. Similarly, in 2018, we introduced a new cloud-native SIEM, and in 2019, we launched a comprehensive solution to offer real-time visibility and security intelligence for Kubernetes and container-based applications. We gain continuous insights into how our customers use our platform and the additional capabilities they adopt, allowing us to tailor our solution roadmap to customer needs and increase value to our existing customers. We have pursued acquisitions and investments in technologies to accelerate product innovation and market expansion and will continue to do so.

Deepen our sales channels and technology partnerships

As part of our go-to-market strategy, we have developed a strong ecosystem of partners, including independent software vendors, distributors, resellers, managed service providers, and managed security service

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providers to help us expand in existing markets, as well as enter and grow in new markets. We will continue to seek and extend our relationships with these distribution partners. We have also established reseller partnerships with cloud marketplaces, such as AWS Marketplace, and we intend to continue to grow these relationships with the other providers and partners.

Our Platform and Technology

We provide a multi-tenant, cloud-native platform delivering Operational Intelligence, Security Intelligence, Business Intelligence, and Global Intelligence solutions to our customers.

Data Collection and Management

• Data Collection. We support a wide variety of data collection protocols and can collect data from any digital environment, including on-premise and cloud. Our platform has approximately 175 out-of-the-box applications and integrations that facilitate our customers’ rapid time to value and insights from many common technology components and services. In April 2020, an average event was comprised of 541 bytes of data, and in the same period our platform scanned an average of 1.3 quadrillion events per day. We support the integration and collection of data from a variety of sources including:

• Physical and virtual infrastructure, such as servers, network devices and switches, and storage arrays;

• Software components, such as databases, application servers, operating systems and middleware, custom and packaged applications, as well as various open source and commercial software development tools, such as source code control systems, continuous integration/continuous delivery pipeline tools, and automated testing;

• Custom applications and digital services built, operated, and secured by our customers or their service providers;

• Cloud services and SaaS applications, such as Microsoft Office 365, Okta, Salesforce, and Slack, Platform-as-a-Service offerings, such as Heroku and Pivotal CF, and Infrastructure-as-a-Service offerings, such as AWS, Azure, and GCP, as well as the ability to support direct cloud-to-cloud integrations; Content Delivery Network services, such as Akamai, Cloudflare, and Fastly;

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• Standardized communication and transport protocols, such as HTTPS, TCP, and Secure Syslog;

• IoT devices and sensor data, mobile devices, and programmatic and system APIs from a variety of technologies, tools, and custom software; and

• Security sources, such as threat intelligence, endpoint, intrusion detection systems/intrusion prevention systems, access control, data leak prevention, and cloud access security brokers.

Daily Ingested Data (GB)

Calculated as a daily average for the last month of our fiscal year.

• Data Type Support. Our platform supports structured, semi-structured, and unstructured data types across a variety of data formats. Our platform also collects and analyzes unknown and non-premeditated data sets, including custom application logs, metrics, events, and metadata to understand the internal state, security, and business performance of our customers’ digital services and customer facing applications. By supporting data from a broad technology ecosystem and schema-less custom data formats, we provide our customers with a deeper visibility and insights into their applications, infrastructure, security, and IoT technologies across on premise, hosted, and multi-cloud environments.

• Parsing, Transformation, and Enrichment. Our platform supports ingest time parsing into a schema, as well as on-demand schema inference, in order to enable analytics on unstructured data. We support ingest time data transformation and enrichment to quickly convert between data formats to optimize for ease of analysis, performance, and cost.

• Data Management. Our platform offers multiple data persistence tiers to provide our customers with an effective and cost-efficient way to manage and grow their data volume and usage. Our unique distributed data tiering enables continuous real-time analytics, frequent analytics, infrequent analytics, as well as archiving capabilities to address various data use cases, user access, and cost requirements. Policies can be set that govern the granularity of data management and enable various levels of analytics. Our customers can configure retention policies per data set from days to years to satisfy internal requirements, external regulatory rules, or specific cost and data value requirements.

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Visualization and Exploration

Our platform offers powerful data exploration, filtering, and visualization capabilities to empower users with insights and intelligence extracted from their complex machine data.

• Visualizations. Our dashboards offer broad visualization capabilities for different data types, formats, and insights. Dashboards can be shared across all users and environments such as the network operations center, security operations center, and site reliability engineering.

• Filters. Filters enable users to focus visualizations to only the subsets of data relevant to their investigation based on field values, metadata, topology, and other indicators.

• Explorer. Explorer enables users to navigate their application and infrastructure topology in the way that the underlying application or infrastructure is architected or modelled. This facilitates simpler and faster navigation for observability, security, and business insights.

Our dashboards can be shared with users, teams, the entire organization, or externally to enable broad intelligence sharing and adoption.

Alerts and Notifications

Our Continuous Intelligence Platform proactively alerts and notifies users of potential service degradations, business issues, or cybersecurity threats within their complex environments.

• Alerting Algorithms. Alerts can be triggered by any of our platform’s analytical capabilities, such as static and dynamic threshold models, event correlation, machine learning, statistical computations and comparisons, and anomaly detection. Our alerting engine supports both real time as well as scheduled reporting.

• Notifications. Our alerts can directly notify users or teams via emails or other direct means, integrate with third party ticketing or workflow tools, such as OpsGenie, PagerDuty, ServiceNow, Slack, or trigger APIs, scripts, or serverless functions on AWS, Azure, or GCP.

Alerts are used to quickly identify, notify, and address potential issues detected within applications, infrastructure, or business processes.

Search and Analytics

• Search. Our platform enables high-speed search of events, records, full phrases and data points, using keywords, patterns, Boolean logic, and metadata across one or multiple data sets. Our search engine supports powerful data manipulation operators and constructs in order to help customers rapidly identify and address outages, performance issues, security threats, and business trends and behaviors.

• Schema On Demand Analytics. A core foundation of our analytics system is our ability to infer or extract schema on demand without requiring ingest time parsing. This enables our analytics engine to analyze new and unknown data sent into our platform. In addition to our powerful search and query language capabilities, our analytical capabilities are enhanced by the following proprietary algorithms:

• LogReduce and LogCompare. LogReduce is a machine learning-powered pattern detection engine that automatically determines the structure of logs, and then clusters similar log types into patterns. LogReduce learns and remembers patterns over time as well as enables supervised learning by allowing users to interact and provide feedback to the machine learning algorithms to

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continuously improve detection analytics. LogReduce can then be used in a compare mode with LogCompare, which performs both temporal and spatial comparisons of patterns to automatically detect anomalies and changes in behavior.

• TimeCompare. We compare outcomes from any query within a related time range or data set in order to detect change in behavior of applications, infrastructure, users, or business trends.

• Outlier. Outlier monitors behavior across multi-dimensional time series in a single query. Based on that behavior, Outlier determines if a deviation in a time series indicates a potential issue, security event, or business impact.

• Predict. Predict uses machine learning models and mathematical techniques to predict behavior of KPIs or SLIs over time by detecting amplitude, wavelength, distance, and trend, and predicting future behavior. This helps our users predict outcomes and prevent production, security, or business issues.

• Transaction Analytics. Our transaction management and analysis capabilities enable customers to identify, monitor, and troubleshoot distributed transactions across their applications in order to improve issue detection stemming from latency, failures, and other infrastructure or application problems affecting distributed systems.

• Statistics and Aggregation. Our analytics engine supports statistical and aggregation techniques to compute percentiles, averages, standard deviations, and distinct counts, across multiple dimensions in order to derive operational, security, and business intelligence from machine data.

• Stream Processing. Our analytics run in real-time mode, using stream processing to power real-time dashboards and alerts, or historical mode, to enable interactive analysis, troubleshooting, and reporting.

• Materialized Views. Our analytics run continuous background processing that build materialized views, which power the creation of KPIs / SLIs trends that can be used for long-term analytics of key metrics.

Our broad set of proprietary analytical capabilities enable Sumo Logic users to monitor, identify, and troubleshoot operational, security, and compliance incidents as well as business trends, behaviors, and issues.

Architecture and Security

Our platform is built on a multi-tenant cloud architecture, hosted on AWS using intelligent resource management, auto scaling, and partitioning logic to manage our compute and storage footprint so that we can deliver resiliency and optimal performance while maintaining efficiency. Our platform runs across multiple regions and within each region across multiple AWS data centers. Our microservices are distributed to avoid single-points-of-failure in order to ensure fault-tolerance even in the case of full physical data center outage.

All data in our platform is encrypted both in transit and at rest, with unique rotating customer key chains which are themselves encrypted to ensure data security. We utilize numerous controls to ensure platform security, including identity and access management, multi-factor authentication, multiple audit trails, real-time security monitoring, encrypted operating system volumes and more. Our platform is PCI-DSS 3.2 SP1 certified, SOC 2 Type 2 attested, HIPAA compliance attested, ISO 27001 certified, CSA Star certified, and is FedRAMP In Process.

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Our Customers

As of April 30, 2020, we had over 2,100 customers worldwide.²⁹ Our customers range from cloud-native organizations to those who are undergoing digital transformation and range from small and medium-sized enterprises to businesses in the Fortune 500. In addition, within our customers, we had over 125,000 users on our platform.

Our customers operate in a variety of industries, as shown below:

Finance	Business Services	Industrial, Manufacturing, and Transportation	Application Software	Infrastructure Software
Cardlytics Coincheck LendingTree Razorpay RBC	eSentire Pitney Bowes ThoughtWorks	Alaska Airlines Ibibo Group JetBlue Land O’Lakes ScottsMiracle-Gro	Freshworks Procore Qualtrics Salesforce.com Veeva Systems Xero	Barracuda Networks JFrog PagerDuty Twilio

Commerce and Retail	Government, Healthcare, and Education	Internet and Communications	Media and Entertainment
ALDO Group Petco Rakuten Rewards Swiggy Ulta Beauty	23andMe Brown University City of San Diego Collective Health One Medical	Genesys Hudl Moovweb RingCentral Zoosk	Major League Baseball Netflix Pokémon USA SEGA Europe Ticketmaster

No customer represented 10% or more of our revenue in fiscal 2018, 2019, or 2020, or for the three months ended April 30, 2019 or 2020.

Customer Case Studies

The following case studies are examples of how some of our customers have selected, deployed, and benefited from our platform. These are individual experiences with the Company’s solutions and not all customers may experience all of the benefits described below.

JFrog: Customer of more than 4 years

JFrog provides an end-to-end DevOps platform enabling software engineering teams to manage continuous software release cycles. JFrog’s vision is to give software delivery teams the ability to have software flow automatically from builds straight into production—what JFrog dubs “Liquid Software.” With over 5,000 customers and millions of users worldwide, JFrog seeks to transform the way that software artifacts are managed, released, and updated.

Situation

JFrog’s focus is on providing universal DevOps solutions for customers. Their in-house DevOps and customer success teams constantly track and improve their systems internally to translate those improvements to

²⁹  We define a customer as a separate legal entity, such as a company or an educational or government institution, that is under a paid contract with us or with which we are negotiating a renewal contract at the end of a given period. To the extent we are negotiating a renewal with a customer after the expiration of the contract, we continue to include that customer in our customer count if we are in active discussions for a renewal or upgrade. Given our historical experience of customer renewals, if we are in active discussions for a renewal or upgrade, we continue to include customers with expired contracts in our customer count until the customer either renews its contract or negotiations terminate without renewal. In situations where an organization has multiple subsidiaries or divisions that separately contract with us, we typically treat only the parent entity as the customer instead of treating each subsidiary or division as a separate customer. However, we count each purchaser of our self-service offering as a unique customer, regardless of other subscriptions such organization may have.

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their customers’ teams. JFrog sought the ability to track services currently being utilized including artifact repository managers, event streaming, and proxies to have a unified understanding of their internal DevOps infrastructure. Additionally, the teams knew they had a need to analyze, monitor, and troubleshoot internal data to fully assess critical technical events.

Solution & Benefits

JFrog selected Sumo Logic because of the DevOps team’s need for more visibility into their build and release cycles as well as their customers’ usage and trends. More specifically, they collectively had a goal to track of their customers’ day-to-day usage patterns of JFrog solutions. Given the vast size of JFrog’s customer base in the cloud, the team began by breaking data sources out by individual customers to quickly identify and triage areas for improvement. With those clear filters in place, the DevOps support teams are now empowered to utilize a wide array of logs and events to identify key signals. Combined with the ability to funnel those data sources into alerts and internal dashboards, teams are equipped with actionable information and visual graphs for proactive monitoring of overall traffic, data transfers, uploads, requests, and responses at customer-level granularity.

Results

With the Sumo Logic continuous intelligence solution, JFrog was able to more effectively measure and track internal systems leading to two critical improvements. First, their teams have the ability to consistently meet internal SLAs and evolve internal processes. Second, their customers benefit from the updates continuously made to their own product and cloud service offerings such as Artifactory, their Enterprise Universal Artifact Repository. The outcome is a better experience for their customer base seeking cohesive approaches to the way they manage, release, and update software artifacts. JFrog’s end user customers benefit from these constant iterations and updates as they leverage the JFrog end-to-end software management platform in the cloud.

Qualtrics: Customer of more than 5 years

Qualtrics, the leader in customer experience and creator of the Experience Management, or XM, category, helps organizations manage and improve the four core experiences of business—customer, employee, product, and brand. It helps organizations listen, understand, and take action on experience data to better serve their customers and employees.

Situation

Qualtrics monitors critical experiences for its customers and needed a continuous intelligence solution that would ensure that its service is optimized and available at all times. The company also needed to ensure that it could develop new products and services efficiently, and meet audit and compliance related control objectives.

Solution & Benefits

Qualtrics chose our Continuous Intelligence Platform to meet its operational and security objectives. Qualtrics leverages Sumo Logic to monitor its entire IT infrastructure to ensure that it is delivering the best experience to its customers. Moreover, Qualtrics relies on Sumo Logic to improve its security posture, allowing it to quickly and efficiently identify and resolve security incidents and threats. Finally, Qualtrics is able to meet its control objectives required by customers by using Sumo Logic for audit and compliance reporting.

Results

With Sumo Logic, Qualtrics is able to realize substantial savings to meet the requirements for SOC, ISO 27001, and other regulations due to improved audit and compliance capabilities. Qualtrics is also realizing significant benefits by becoming more efficient. With Sumo Logic’s Continuous Intelligence platform, Qualtrics is able to rapidly discover and remediate security events.

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SPS Commerce: Customer of more than 5 years

SPS Commerce is a leading retail network, connecting trading partners around the globe to optimize supply chain operations for all retail partners. SPS Commerce supports data-driven partnerships with innovative cloud technology, customer-obsessed service, and accessible experts so its customers can focus on what they do best. To date, thousands of companies in retail, distribution, grocery, and e-commerce have chosen SPS Commerce as their retail network.

Situation

The company was on a digital transformation journey, working to migrate a significant number of core services from an on-premise environment to the cloud. The company needed real-time operational and security intelligence visibility into its applications and architecture, as well as a single source of data that teams across the organization could use to collaborate and solve problems.

Solution & Benefits

SPS Commerce selected Sumo Logic because of our ability to make sense of problems within a complex microservices infrastructure. Our platform provided continuous intelligence and real-time insights, all on a single pane of glass. In addition, the company appreciated the flexibility of our Continuous Intelligence Platform to solve a broad spectrum of problems across engineering, security, and customer success teams, all within live, real-time dashboards. By breaking down the silos between teams, SPS Commerce has been able to move faster and drive more innovation to their customers.

Results

Sumo Logic has enabled SPS Commerce to quickly adopt new technologies like Kubernetes, which gives the company a competitive edge in its market. In addition, SPS Commerce has experienced significant improvement in collaboration across many teams that are now making decisions based on common data sets and understand how to interpret their data to deliver the best customer experience.

Customer Success

We view our community and customer success efforts as key to driving adoption of our solution and creating an unparalleled experience for our customers that contributes to long-term retention and satisfaction. We prioritize real-time responsiveness not only in our platform, but also in our relationships with our customers. Our customer support team uses our own platform to gain customer intelligence before we receive support queries, allowing us to leverage a small number of support personnel across our entire customer base. Relying on our own solutions internally also allows us to continue to iterate and improve our platform for all users. Our customer support organization works closely with our research and development function to ensure that customer feedback and community input is incorporated and addressed as we continuously improve our platform.

Customer support

We offer two tiers of customer support. Our standard customer support tier is included with all subscriptions to our platform and includes correspondence with our customer success team and access to online support portals. Our premium support service is available to our customers on a subscription basis and includes 24/7 access to a technical account manager, who works closely with our customers to provide real-time technical assistance, mentoring, rapid support response, and strategic success planning.

Our community

Our broad community of passionate customers drives adoption of our platform. Through our multi-level certification program, we support a community of approximately 10,000 Sumo Logic “certified users” who take

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advantage of our training services in order to qualify for various tiers of expertise in the capabilities of our platform. Our certified users frequently act as informal advocates and drive adoption of our platform for new use cases, increasing our ability to further engage within an organization and with new customers. We have also created an online community that is available to all of our customers, enabling them to connect with one another and with experienced users of our platform to ask questions and share answers. The more our customers engage with each other and share best practices, the more they benefit from each other’s knowledge and increase their mastery and utilization of our platform.

Sales and Marketing

Our sales and marketing organizations work together closely to drive market awareness, build a strong sales pipeline, and cultivate customer relationships to drive revenue growth.

Sales

We primarily sell subscriptions to our platform and service offerings through our direct sales organization, which is comprised of inside sales and field sales professionals who are segmented by customer size based on headcount. These sales teams are dispersed geographically to reach potential customers worldwide. Our direct sales organization also leverages our network of channel partners to expand our reach to additional sectors and industries, especially internationally. Our resellers market and sell our offerings throughout the world and provide a go-to-market channel in regions where we do not have a direct presence. In addition, we generate sales of subscriptions to our platform through our self-service offering, as well as a free version that allows potential customers to use certain functionalities for a limited volume of data and experience the benefits of our platform.

Once a sale is made, our sales team leverages our land-and-expand model to generate incremental revenues through increased levels of adoption of our platform by our customers. To drive such expansion in our existing customers, our direct sales team works closely with our sales development team, sales engineers, security team, and professional services team to ensure customer success. Often, we find that initial customer success with our platform results in key internal decision-makers upgrading their subscription packages and expanding their implementation of our platform throughout their organization and to new use cases. Further, as our customers are successful in their businesses and generate an increasing volume of data, we are able to share in their growth as the volume of data that we manage increases.

Marketing

We focus our marketing efforts on building our brand reputation, increasing the awareness of our platform, and driving customer demand through campaigns that leverage our innovation, thought leadership, technical resources, and customer success stories. We use various marketing strategies to engage with prospective customers, including email and event marketing, digital advertising, public relations, search engine optimization, social media, and thought leadership in the industry. For example, we host an annual customer conference, Illuminate, which brings together our customers and thought leaders to provide education on continuous intelligence, deliver technical trainings of our platform functionalities, share best practices, and foster a community. Our technical leaders also frequently speak as subject matter experts at market-leading developer events, such as AWS re:Invent.

Technology Partners

We develop and maintain partnerships that help us market and deliver our platform and solutions to our customers around the world. Our partner network includes the following:

• Cloud providers. We work with many of the major cloud providers to increase awareness of, and make it easy for customers to access, our platform and solutions. Our platform is developed to run on and integrate with leading cloud provider platforms, such as AWS, Azure, and GCP. Our customers are also able to subscribe to our platform and solutions through leading cloud service marketplaces.

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• Solution partners. We partner with leading innovative technology organizations to develop integrations, best practices, and extended capabilities that help our customers achieve enhanced value in modern enterprise cloud environments.

Research and Development

Our research and development team consists of technical engineering, product management, and user experience, and is responsible for the design, architecture, creation, and quality of our platform. We invest substantial resources in research and development to enhance our platform features and functionalities and expand the services we offer. We believe the timely development of new, and the enhancement of our existing, services and platform features is essential to maintaining our competitive position, and we continually incorporate suggestions, feedback, and new use cases from our community and customers into our platform. Our research and development team works closely with our technical operations team to ensure the successful deployment and monitoring of our platform to provide a platform that is available, reliable, and stable, as well as with our customer success team to collect user feedback to enhance our development process. We utilize an agile development process to deliver numerous software releases each year and hundreds of minor releases, fixes, and updates. Our research and development organization is distributed across the United States, India, and Poland, which we believe is a strategic advantage for us, allowing us to develop our platform capabilities more efficiently.

Competition

The markets in which we compete are competitive and characterized by rapid changes in technology, customer requirements, and industry standards, and frequent introductions of improvements to existing service offerings. Our competitors and potential competitors include providers of tools such as analytics, enterprise and open source search, SIEM, monitoring, and other software solutions that are not specifically designed for continuous intelligence, but may be used as partial substitutes. In these categories, our primary competitors include Splunk and Elastic. Other competitors include Datadog with respect to infrastructure monitoring; basic cloud monitoring tools offered by cloud infrastructure providers such as AWS, Azure, and GCP, and various private companies. We expect competition to increase as other established and emerging companies enter this market, as customer requirements evolve, and as new service offerings and technologies are introduced.

The principal competitive factors for companies in our industry are:

• cloud-native, multi-tenant architecture;

• ability to ingest and manage a broad variety and large volume of data;

• platform functionality, including speed, scale, and relevance;

• ease of deployment and ease of use;

• ability to address a variety of evolving customer needs and use cases;

• enterprise-grade technology that is secure and reliable;

• scale and reach of customer base and level of platform adoption;

• quality of training, consulting, and customer support;

• strength of sales and marketing efforts;

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• brand awareness, reputation, and customer satisfaction; and

• flexible packaging and total cost of ownership.

We believe that we compare favorably on the basis of the factors listed above. Our industry requires constant change and innovation, and we plan to continue to evolve our platform technology to empower our customers to monitor and troubleshoot application and infrastructure performance in real time, act on threats instantly, and make smarter business decisions. However, we could face significant risks to our business, financial condition, and results of operations as a result of competition.³⁰

Intellectual Property

Our success depends in part upon our ability to safeguard our core technology and other intellectual property protection for our technology, inventions, improvements, proprietary rights, and other assets. We seek to accomplish that objective by establishing intellectual property rights in and protecting those assets through a combination of patents, patent applications, registered and unregistered trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual measures. As of July 31, 2020, we owned              issued U.S. patents,              U.S. patent applications (including              pending U.S. provisional patent application), and              non-U.S. patent applications. Our issued U.S. patents, and any patents that may issue from our pending applications, are scheduled to expire at dates ranging between June 2031 and                 , excluding any additional term for patent term adjustments or extensions. In addition, as of July 31, 2020, we owned              registered trademarks in the United States,              pending trademark applications in the United States, as well as              registered trademarks in non-U.S. jurisdictions and              pending trademark applications in various non-U.S. jurisdictions. We also license software from third parties for integration into our platform, including open source software and other software available on commercially reasonable terms.

Additionally, we rely upon unpatented trade secrets and confidential know-how and continuing technological innovation to develop and maintain our competitive position. We seek to protect our proprietary information, in part, by entering into confidentiality agreements with our employees, consultants, vendors, and customers, and generally limiting access to and distribution of our proprietary information. However, we cannot assure you that the steps taken by us will prevent misappropriation of our technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our offerings or obtain and use information that we regard as proprietary. Policing unauthorized use of our technology is difficult and time consuming. Third parties may independently develop the same or similar proprietary information or may otherwise gain access to our proprietary information. The laws, procedures, and restrictions on which we rely may provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, or misappropriated. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. From time to time, third parties may assert claims of infringement, misappropriation, and other violations of intellectual property against us, our customers, or our channel partners, with whom our agreements may obligate us to indemnify against these claims.³¹

Employees

As of April 30, 2020, we had a total of 796 employees located in 14 countries. In certain countries in which we operate, we are subject to, and comply with, local labor law requirements which may automatically make

³⁰  See the section titled “Risk Factors—We face intense competition and could face pricing pressure from, and lose market share to, our competitors, which would adversely affect our business, financial condition, and results of operations” for additional information.

³¹  See the section titled “Risk Factors—Claims by others that we infringed their proprietary technology or other intellectual property rights would harm our business” for additional information.

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employees subject to industry-wide collective bargaining agreements. None of our U.S. employees is represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us. We have not experienced any work stoppages and we consider our relations with our employees to be good.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. For example, in September 2019, attorneys representing a purported class of current and former employees in various sales roles alleged potential claims of employee misclassification and related federal and state law claims, which we disputed. In response, we mediated the dispute, and in June 2020, we reached an agreement in principle with the purported class counsel, which will result in us paying approximately $4.5 million to resolve the class-wide claims, including claims for employee misclassification and related federal and state claims, civil penalties under California’s Private Attorneys General Act of 2004, as well as claims for failure to pay overtime, provide meal and rest breaks, pay timely wages, and provide accurate wage statements, and claims for alleged unlawful business practices.

We are not currently a party to any legal proceedings that, if determined adversely to us, would, in our opinion, have a material adverse effect on our business, results of operations, financial condition or cash flows. Future litigation may be necessary to defend ourselves, our partners, and our customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Facilities

Our corporate headquarters is in Redwood City, California, where we currently lease approximately 37,000 square feet under a lease agreement that expires in 2023. We also lease and license facilities in the United States in Austin; Denver; New York; and San Francisco; and internationally in Sydney, Australia; Bengaluru and Noida, India; Tokyo, Japan; Warsaw, Poland; Seoul, South Korea; and London, United Kingdom.

We believe that our facilities are suitable to meet our current needs. However, we intend to expand our facilities or add new facilities as we add employees and enter new geographic markets, and we believe that suitable additional or alternative space will be available as needed to accommodate any such growth. We expect to incur additional expenses in connection with such new or expanded facilities.

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MANAGEMENT

Executive Officers, Key Employees, and Non-Employee Directors

The following table provides information regarding our executive officers, key employees, and non-employee directors as of June 30, 2020:

Name	Age		Position(s)
Executive Officers:
Ramin Sayar		47	President, Chief Executive Officer, and Director
Sydney Carey		55	Chief Financial Officer
Steven Fitz		55	Chief Revenue Officer
Katherine Haar		44	General Counsel and Secretary
Suku Krishnaraj Chettiar		47	Chief Marketing Officer
Key Employees:
Christian Beedgen		47	Co-Founder, Chief Technology Officer, and Director
Sandeep Khanna		56	Chief Development Officer
Non-Employee Directors:
Joseph Ansanelli(1)		50	Director
Sandra E. Bergeron(1)(2)		61	Director
Randy S. Gottfried(2)		54	Director
William D. (BJ) Jenkins, Jr.(1)		54	Director
Charles J. Robel(2)		71	Director

⁽¹⁾  Member of the Compensation Committee

⁽²⁾  Member of the Audit Committee

⁽³⁾  Member of the Corporate Governance and Nominating Committee

Executive Officers

Ramin Sayar. Mr. Sayar has served as our President, Chief Executive Officer, and as a member of our board of directors since December 2014. From April 2010 to December 2014, Mr. Sayar served as senior vice president and general manager, cloud management business unit at VMware, Inc., a software virtualization company. From November 2006 to April 2010, Mr. Sayar served as vice president of products and strategy at HP Software Technology Pvt. Ltd., a software development company. Mr. Sayar holds a B.A. in History from the University of California, Santa Barbara and an M.B.A. from San Jose State University.

Mr. Sayar was selected to serve on our board of directors because of the perspective and experience he brings as our President and Chief Executive Officer.

Sydney Carey. Ms. Carey has served as our Chief Financial Officer since November 2018. Ms. Carey has previously served as chief financial officer at Duo Security, Inc., a cloud security company, from December 2017 to October 2018, at Apttus Corp, a quote-to-cash software company, from June 2016 to December 2017, at Zscaler, Inc., a cloud security company, from March 2015 to June 2016, at MongoDB, Inc., a modern database company, from April 2013 to February 2015. Ms. Carey also served in various roles, including chief financial officer, at Tibco Software Inc., a cloud computing company, between January 2004 and April 2013. Ms. Carey previously served on the board of directors of Bazaarvoice, Inc. from April 2012 to November 2017 and of Proofpoint, Inc. from January 2014 to April 2015, and currently serves on the board of directors of a privately-held company. Ms. Carey holds a B.A. in Economics from Stanford University.

Steven Fitz. Mr. Fitz has served as our Chief Revenue Officer since October 2016. From July 2012 to August 2016, Mr. Fitz served as senior vice president, worldwide field operations at MapR Technologies Inc., a

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big data software company. From May 2010 to June 2012, Mr. Fitz served as president and general manager, U.S. field operations at Avaya Inc., a business communications company. Prior to Avaya, Mr. Fitz served as a senior vice president at Isilon Systems, Inc., a software storage company, and in a number of leadership roles at EMC Corporation, a cloud computing company. Mr. Fitz holds a B.B.A. in Marketing from the Isenberg School of Management of the University of Massachusetts, Amherst.

Katherine Haar. Ms. Haar has served as our General Counsel since November 2018 and as our Secretary since March 2019. Prior to joining Sumo Logic, Ms. Haar served in various roles between February 2010 and November 2018 at Informatica LLC, a software company, including most recently as senior vice president, general counsel and chief privacy officer from August 2015 to November 2018, and as vice president and deputy general counsel from January 2013 to August 2015. From October 2000 to January 2010, Ms. Haar was an associate at Wilson Sonsini Goodrich and Rosati, P.C., a law firm. Ms. Haar holds a B.A. in Economics from the University of Chicago and a J.D. from the University of California, Berkeley.

Suku Krishnaraj Chettiar. Mr. Krishnaraj Chettiar has served as our Chief Marketing Officer since October 2018, having previously served as our Vice President of Marketing from September 2015 to October 2018. From May 2014 to September 2015, Mr. Krishnaraj Chettiar served as vice president and general manager, cloud business unit at CenturyLink, Inc., a connectivity, cloud, and security services company. From June 2012 until its acquisition by CenturyLink, Mr. Krishnaraj Chettiar served as chief marketing officer of AppFog, Inc., a platform-as-a-service company. Mr. Krishnaraj Chettiar holds a B.E. in Computer Science and Engineering from the University of Mysore and an M.B.A. from the Leavey School of Business at Santa Clara University.

Key Employees

Christian Beedgen. Mr. Beedgen is a co-founder of Sumo Logic and has served as our Chief Technology Officer and a member of our board of directors since our founding. Prior to co-founding Sumo Logic, Mr. Beedgen served in various roles at ArcSight, Inc., an enterprise security management company, including most recently as chief architect, director of engineering, and co-founded Gigaton, Inc., a cloud file management company. Mr. Beedgen holds an Associate’s Degree in Social Sciences from Humboldt-Universität zu Berlin and a Bachelor’s Degree in Digital Communication and Media from Fachhochschule Brandenburg.

Mr. Beedgen was selected to serve on our board of directors because of the perspective and experience he brings as a co-founder and as our Chief Technology Officer.

Sandeep Khanna. Mr. Khanna has served as our Chief Development Officer since November 2018, having previously served as our Vice President of Engineering from April 2016 to November 2018. From June 2011 to April 2016, Mr. Khanna served as a partner director of engineering, display advertising at Microsoft Corporation, a computer software and consumer electronics company. Prior to Microsoft, from March 2003 to May 2011, Mr. Khanna served in various roles at Yahoo, Inc., a web services provider, including most recently as vice president of engineering, display advertising platform. Mr. Khanna holds a B.E. in Electrical and Electronics Engineering from the Birla Institute of Technology and Science, Pilani and an M.S. in Computer Science from the University of Mississippi.

Non-Employee Directors

Joseph Ansanelli. Mr. Ansanelli has served as a member of our board of directors since May 2013. Mr. Ansanelli has served as chief executive officer at Gladly Software, Inc., a customer service platform, since January 2015 and as a Partner at Greylock Partners, a venture capital firm, or Greylock, since June 2012. Mr. Ansanelli currently serves on the boards of directors of several privately-held companies. Mr. Ansanelli holds a B.S. in Applied Economics from The Wharton School of the University of Pennsylvania.

Mr. Ansanelli was selected to serve on our board of directors because of his extensive operating and management experience, his knowledge of technology companies, and his extensive experience as a venture capital investor.

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Sandra E. Bergeron. Ms. Bergeron has served as a member of our board of directors since March 2020. From 2004 until 2012, Ms. Bergeron was a venture partner at Trident Capital, Inc., a venture capital firm. Ms. Bergeron currently serves as Lead Independent Director of Qualys, Inc., a publicly-traded provider of cloud security and compliance solutions, and on the board of directors of F5 Networks, Inc., a provider of multi-cloud application services, and Sophos Group PLC, a London Stock Exchange publicly-traded provider of IT security and data protection products. Previously, Ms. Bergeron served as chairman of TraceSecurity, a privately-held provider of cloud-based security solutions and IT governance, risk, and compliance management solutions and as a director of TriCipher, a privately-held secure access management company acquired by VMware in August 2010. Ms. Bergeron also served on the board of ArcSight, Inc., a publicly-traded security and compliance management company acquired by Hewlett-Packard Company in September 2010. Ms. Bergeron holds a B.B.A. in Information Systems from Georgia State University and an M.B.A. from Xavier University in Cincinnati, Ohio.

Ms. Bergeron was selected to serve on our board of directors because of her extensive experience in network and data security and related public policy issues, her experience as a director of public and private technology companies, and her deep understanding of managing product development and sales teams in the computer and internet security industries.

Randy S. Gottfried. Mr. Gottfried has served as a member of our board of directors since February 2019. Mr. Gottfried currently serves on the boards of directors of several privately-held companies and provides consulting services to a variety of high-growth startups. From January 2015 to April 2017, Mr. Gottfried served as chief financial officer at AppDynamics, Inc., an application performance management company. From June 2013 to December 2014, Mr. Gottfried was a private investor. From February 2004 to May 2013, Mr. Gottfried served as chief financial officer at Riverbed Technology, Inc., a network technology company, and from October 2012 to May 2013, he also served as chief operating officer of Riverbed. Mr. Gottfried holds a B.B.A. in Accounting from the University of Michigan and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Mr. Gottfried was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies and his deep understanding of finance, financial reporting, strategy, operations, and risk management.

William D. (BJ) Jenkins, Jr. Mr. Jenkins has served as a member of our board of directors since March 2018. Mr. Jenkins has served as president and chief executive officer and as a member of the board of directors of Barracuda Networks, Inc., a security and networking company, since November 2012. Prior to Barracuda, Mr. Jenkins served in various roles at EMC Corporation, including president of the backup and recovery division. Mr. Jenkins currently serves as a member of the board of directors of Generac Power Systems Inc., a manufacturer of backup power generation products. Mr. Jenkins previously served on the boards of directors at a number of other companies, including Nimble Storage, Inc., a flash storage company, from March 2015 to March 2017, and Apigee Corporation, an API management and predictive analytics software company, from September 2013 to November 2016. Mr. Jenkins holds a B.S. in General Engineering from the University of Illinois and an M.B.A. from Harvard Business School.

Mr. Jenkins was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies and his experience serving on the boards of directors of other public technology companies.

Charles J. Robel. Mr. Robel has served as a member of our board of directors since April 2018. Mr. Robel currently serves as the Chairman of the board of directors of GoDaddy Inc., a web hosting company. Mr. Robel previously served on the boards of directors at a number of other companies, including Model N, Inc., a revenue management software company, from January 2007 to February 2019, Jive Software, Inc., a collaborative software company, from January 2011 to June 2017, AppDynamics Inc. from April 2014 to March 2017, Blue

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Coat Systems Inc. from May to August 2016, Palo Alto Networks, Inc., a network enterprise security company, from June 2011 to December 2014, and Informatica Corporation from November 2005 to August 2015. From June 2000 to December 2005, Mr. Robel served as general partner and chief of operations of Hummer Winblad Venture Partners, L.P., a venture capital firm. From January 1974 to May 2000, Mr. Robel served in various roles at PricewaterhouseCoopers LLP, an accounting firm, including most recently as a partner. Mr. Robel holds a B.S. in Accounting from Arizona State University.

Mr. Robel was selected to serve on our board of directors because of his financial, accounting, and compliance expertise and his experience serving on the boards of directors of other public and private technology companies.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Code of Business Conduct and Ethics

Our board of directors intends to adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. 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 directors. Pursuant to our current restated certificate of incorporation and amended and restated voting agreement, our current directors were elected as follows:

• Messrs. Sayar and Beedgen were elected as the designees nominated by holders of our common stock;

• Messrs. Gottfried, Jenkins, and Robel and Ms. Bergeron were elected as the designees nominated by holders of our common stock and redeemable convertible preferred stock; and

• Mr. Ansanelli was elected as the designee nominated by holders of our Series A redeemable convertible preferred stock.

Our amended and restated voting agreement will terminate and the provisions of our current restated certificate of incorporation by which our directors were elected will be amended and restated in connection with this offering. After this offering, the number of directors will be fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the completion of this offering. Each of our current directors will continue to serve as a director until the election and qualification of his successor, or until his earlier death, resignation or removal.

Classified Board of Directors

We intend to adopt an amended and restated certificate of incorporation that will become effective immediately prior to the completion of this offering. Our amended and restated certificate of incorporation will provide that, immediately after the completion of this offering, our board of directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our current directors will be divided among the three classes as follows:

• the Class I directors will be                      and                     , and their terms will expire at the annual meeting of stockholders to be held in 2021;

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• the Class II directors will be                      and                     , and their terms will expire at the annual meeting of stockholders to be held in 2022; and

• the Class III directors will be                      and                     , and their terms will expire at the annual meeting of stockholders to be held in 2023.

Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. 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 our directors.

This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment, and affiliations, our board of directors has determined that Messrs. Ansanelli, Gottfried, Jenkins, and Robel and Ms. Bergeron do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of the                     . In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Lead Independent Director

Our board of directors has appointed Mr. Robel to serve as our Lead Independent Director. As Lead Independent Director, Mr. Robel will preside over periodic meetings of our independent directors, serve as a liaison for our independent directors, and perform such additional duties as our board of directors may otherwise determine and delegate.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a corporate governance and nominating committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Messrs. Robel and Gottfried and Ms. Bergeron, with Mr. Robel serving as Chairperson, each of whom meets the requirements for independence under the listing standards of the                      and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of the                     . In addition, our board of directors has determined that each of Messrs. Robel and Gottfried is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Following the completion of this offering, our audit committee will, among other things:

• select a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

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• help to ensure the independence and performance of the independent registered public accounting firm;

• discuss the scope and results of the audit with the independent registered public accounting firm, and review, with management and the independent registered public accounting firm, our interim and year-end results of operation;

• develop procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• review our policies on risk assessment and risk management;

• review related party transactions; and

• approve or, as required, pre-approve, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our audit committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of the                     .

Compensation Committee

Our compensation committee consists of Messrs. Jenkins and Ansanelli and Ms. Bergeron, with Mr. Jenkins serving as Chairperson, each of whom meets the requirements for independence under the listing standards of the                      and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, or Rule 16b-3. Following the completion of this offering, our compensation committee will, among other things:

• review, approve, and determine, or make recommendations to our board of directors regarding, the compensation of our executive officers;

• administer our equity compensation plans;

• review and approve and make recommendations to our board of directors regarding incentive compensation and equity compensation plans; and

• establish and review general policies relating to compensation and benefits of our employees.

Our compensation committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of the                     .

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee consists of                     , with                      serving as Chairperson, each of whom meets the requirements for independence under the listing standards of the                      and SEC rules and regulations. Following the completion of this offering, our corporate governance and nominating committee will, among other things:

• identify, evaluate, and select, or make recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

• evaluate the performance of our board of directors and of individual directors;

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• consider and make recommendations to our board of directors regarding the composition of our board of directors and its committees;

• review developments in corporate governance practices;

• evaluate the adequacy of our corporate governance practices and reporting; and

• develop and make recommendations to our board of directors regarding corporate governance guidelines and matters.

Our corporate governance and nominating committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable listing standards of the                     .

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.³²

Non-Executive Officer Director Compensation

Our employee directors, Messrs. Sayar and Beedgen, have not received any compensation for their services as directors for the year ended January 31, 2020. The compensation received by Mr. Sayar as an employee is set forth in the section titled “Executive Compensation—Summary Compensation Table.” The compensation received by Mr. Beedgen as an employee is set forth below.

The following table provides information regarding the compensation of our non-executive officer directors for service as directors and of Mr. Beedgen for his service as an employee for the year ended January 31, 2020:

Name	Fees Earned or Paid in Cash ($)		Option Awards(1)(2) ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Joseph Ansanelli		—		—		—		—			—
Christian Beedgen(3)		276,922		—		58,944		4,378	(4)		340,244
Sandra E. Bergeron(5)		—		—		—		—			—
Randy S. Gottfried(6)		—		1,103,611		—		—			1,103,611
William D. (BJ) Jenkins, Jr.		—		—		—		—			—
Charles J. Robel		—		—		—		—			—
Michael L. Speiser(7)		—		—		—		—			—

(1) The amount reported represents the aggregate grant-date fair value of the stock options awarded to the director in fiscal 2020, calculated in accordance with ASU No. 2016-09 “Compensation—Stock Compensation (Topic 718),” or ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to vesting conditions. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” These amounts do not reflect the actual economic value that may be realized by the director.

³²  See the section titled “Certain Relationships and Related Party Transactions” for information about related party transactions involving members of our compensation committee or their affiliates.

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(2) The following table lists all outstanding equity awards held by non-executive officer directors as of January 31, 2020:

Name	Grant Date		Number of Shares Underlying Option Awards(a)			Option Exercise Price		Option Expiration Date
Joseph Ansanelli		—		—			—		—
Christian Beedgen		March 5, 2014		500,000	(b)	$	0.98		March 4, 2024
		September 28, 2016		200,000	(c)	$	1.92		September 27, 2026
		August 1, 2017		535,005	(d)	$	2.65		July 31, 2027
Sandra E. Bergeron		—		—			—		—
Randy S. Gottfried		February 26, 2019		250,000	(e)	$	3.68		February 25, 2029
William D. (BJ) Jenkins, Jr.		—		—			—		—
Charles J. Robel		April 2, 2018		300,000	(f)	$	3.05		April 1, 2028
Michael L. Speiser		—		—			—		—

(a) Each of the outstanding equity awards listed in the table above was granted pursuant to our 2010 Plan.

(b) The shares underlying this option are fully vested.

(c) The shares underlying this option vest 1/4^th on the one-year anniversary of August 1, 2016 and 1/48^th monthly thereafter. This award is subject to vesting acceleration under certain circumstances as described under “—Potential Payments upon Termination or Change in Control.”

(d) The shares underlying this option vest 1/36^th monthly commencing on December 2, 2018. This award is subject to vesting acceleration under certain circumstances as described under “—Potential Payments upon Termination or Change in Control.”

(e) The shares underlying this option vest 1/48^th monthly commencing on January 11, 2019. This option is early exercisable. In the event of a “change in control” (as defined in the applicable award agreement), 100% of the then-unvested options under the award immediately will vest.

(f) The shares underlying this option vest 1/48^th monthly commencing on April 2, 2018. This option is early exercisable. In the event of a “change in control” (as defined in the applicable award agreement), 100% of the then-unvested options under the award immediately will vest.

(3) Mr. Beedgen did not receive any compensation for his service as a director. The amounts reflected in this table represent his compensation as an employee during fiscal 2020.

(4) Represents the amount paid in connection with President’s Club attendance, including tax gross-up.

(5) Ms. Bergeron became a member of our board of directors in March 2020.

(6) Mr. Gottfried became a member of our board of directors in February 2019.

(7) Mr. Speiser resigned from our board of directors in March 2019.

On March 15, 2020, Mr. Beedgen received an award of RSUs covering 100,000 shares of our common stock under our 2010 Plan. The RSUs will vest when both a “service-based requirement” and a “liquidity event requirement” are satisfied. For the avoidance of doubt, no vesting will occur unless Mr. Beedgen remains in continuous service through a liquidity event even if some portion of the service-based requirement has been satisfied on the date service terminates prior to a liquidity event. The service-based requirement will be satisfied as to 25% of the total number of shares of our common stock underlying the RSUs on March 15, 2021, and as to an additional 1/16th of the total number of shares of our common stock underlying the RSUs on each quarterly vesting date thereafter, subject to Mr. Beedgen’s continued service through each vesting date; provided, however, the RSUs will not vest until the occurrence of a liquidity event, at which time the original vesting schedule will apply. The liquidity event requirement will be satisfied, subject to Mr. Beedgen providing continuous service on the date the liquidity event occurs, on the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision described in the applicable award agreement following the effective date of the registration statement of which this prospectus forms a part; and (ii) the date of a “change in control” (as defined in the applicable award agreement); provided, however, that a change in control in which the consideration received by holders of our capital stock is not cash or marketable securities will not be considered a liquidity event for purposes of the award. A quarterly vesting date is the first trading day on or after each of March 15, June 15, September 15, and December 15.

On March 15, 2020, we granted awards of RSUs covering shares of our common stock under our 2010 Plan to certain of our non-executive officer directors as follows: Ms. Bergeron received an award of 100,000 RSUs, Mr. Jenkins received an award of 25,000 RSUs, and Mr. Robel received an award of 50,000 RSUs. All of the RSUs granted to our non-executive officer directors will be scheduled to vest on the schedule described above for

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Mr. Beedgen’s RSU award, but in the event of a “change in control” that is considered a liquidity event and subject to the individual providing continuous service on the date the change in control occurs, 100% of the RSUs will vest upon the occurrence of the change in control, notwithstanding the service-based requirement.

On June 15, 2020, Mr. Beedgen received an award of RSUs covering 2,131 shares of our common stock under our 2010 Plan. The RSUs will vest when both a “service-based requirement” and a “liquidity event requirement” are satisfied. For the avoidance of doubt, no vesting will occur unless Mr. Beedgen remains in continuous service through a liquidity event even if some portion of the service-based requirement has been satisfied on the date service terminates prior to a liquidity event. The service-based requirement will be satisfied as to 100% of the total number of shares of our common stock underlying the RSUs on the first trading day on or after June 15, 2021, subject to Mr. Beedgen providing continuous service through such date; provided, however, the RSUs will not vest until the occurrence of a liquidity event, at which time the original vesting schedule will apply. The liquidity event requirement will be satisfied, subject to Mr. Beedgen providing continuous service on the date the liquidity event occurs, on the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision described in the applicable award agreement following the effective date of the registration statement of which this prospectus forms a part; and (ii) the date of a “change in control” (as defined in the applicable award agreement); provided, however, that a change in control in which the consideration received by holders of our capital stock is not cash or marketable securities will not be considered a liquidity event for purposes of the award. A quarterly vesting date is the first trading day on or after each of March 15, June 15, September 15, and December 15.

Outside Director Compensation Policy

Prior to this offering, we did not have a formal policy with respect to compensation payable to our non-employee directors for service as directors. From time to time, we have granted equity awards to certain non-employee directors to entice them to join our board of directors and for their continued service on our board of directors. We reimburse our directors for necessary and reasonable expenses associated with attending meetings of our board of directors or its committees. We anticipate adopting a formal compensation policy for our non-employee directors to provide cash and equity compensation to them following the completion of this offering.

We expect our board of directors will adopt and our stockholders will approve a new compensation policy for our non-employee directors that will be effective as of the date of the effectiveness of the registration statement of which this prospectus forms a part. This policy was developed with input from our independent compensation consultant, Radford (Aon plc), regarding practices and compensation levels at comparable companies. It is designed to attract, retain, and reward non-employee directors.

Under this director compensation policy, each non-employee director will receive the cash and equity compensation for board services described below. We also will continue to reimburse our non-employee directors for reasonable, customary and documented travel expenses to board of directors or committee meetings.

The director compensation policy includes a maximum annual limit of $                     of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP). Any cash compensation paid or equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

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Cash Compensation

Following the completion of this offering, non-employee directors will be entitled to receive the following cash compensation for their services under the policy:

• $                     per year for service as a board member;

• $                     per year for service as chair of the board;

• $                     per year for service as a lead independent director;

• $                     per year for service as chair of the audit committee;

• $                     per year for service as a member of the audit committee;

• $                     per year for service as chair of the compensation committee;

• $                     per year for service as a member of the compensation committee;

• $                     per year for service as chair of the corporate governance and nominating committee; and

• $                     per year for service as a member of the corporate governance and nominating committee.

Each non-employee director who serves as the chair of a committee will receive only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a pro-rated basis.

Equity Compensation

Initial Award: Each person who first becomes a non-employee director after the date of the effectiveness of the registration statement of which this prospectus forms a part will receive, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of RSUs, or the Initial Award, covering a number of shares of our common stock having a grant date fair value (determined in accordance with GAAP) equal to $                     multiplied by the fraction obtained by dividing (i) the number of full months during the period beginning on the date the person first becomes a non-employee director and ending on the one-year anniversary of the date of the then-most recent annual meeting of our stockholders (or, if no annual meeting has occurred,                     ), or the Initial Award Vesting Period, by (ii) 12, rounded to the nearest whole share. The Initial Award will vest in equal installments quarterly over the remaining quarterly vesting dates occurring during the period beginning on the date that is three months following the date that the Initial Award is granted and ending on the last day of the vesting period, or, if earlier, on the day before the annual meeting of our stockholders that follows the grant date of the Initial Award, subject to the non-employee director continuing to provide services to us through the applicable vesting date. If the person was a member of our board of directors and also an employee, becoming a non-employee director due to termination of employment will not entitle them to an Initial Award.

Annual Award: Each non-employee director automatically will receive, on the date of each annual meeting of our stockholders following the effective date of the policy, an annual award of RSUs, or an Annual Award, covering a number of shares of our common stock having a grant date fair value (determined in accordance with GAAP) of $                    , rounded to the nearest whole share. 1/4th of each Annual Award will vest on each of the first four quarterly vesting dates occurring after the grant date of the Annual Award, except that the fourth quarterly vesting date of each Annual Award will occur no later than the day before the annual meeting of our stockholders that follows the grant date of the Annual Award, subject to the non-employee director’s continued service through the applicable vesting date.

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Each non-employee director may elect to defer the delivery of the settlement of any Initial Award or Annual Award that would otherwise be delivered to such non-employee director on or following the date such award vests pursuant to the terms of a deferral election such non-employee director makes in accordance with the director compensation policy.

In the event of a “change in control” (as defined in our 2020 Plan), each non-employee director will fully vest in their outstanding company equity awards issued under the director compensation policy, including any Initial Award or Annual Award, immediately prior to the consummation of the change in control provided that the non-employee director continues to be a non-employee director through such date.

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EXECUTIVE COMPENSATION

Our named executive officers, consisting of our principal executive officer and the next two most highly compensated executive officers, as of January 31, 2020, were:

• Ramin Sayar, our Chief Executive Officer and member of our board of directors;

• Sydney Carey, our Chief Financial Officer; and

• Steven Fitz, our Chief Revenue Officer.

Summary Compensation Table

The amounts below represent the compensation awarded to or earned by or paid to our named executive officers for the year ended January 31, 2020:

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(2)		Total ($)
Ramin Sayar		2020		372,315		—		3,140,697		215,646		3,419		3,732,077
Chief Executive Officer
Sydney Carey		2020		325,000		—		—		113,850		—		438,850
Chief Financial Officer
Steven Fitz		2020		291,667		—		203,907		268,008		4,036		767,617
Chief Revenue Officer

(1) The amounts reported represent the aggregate grant-date fair value of the stock options calculated in accordance with ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to vesting conditions. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” These amounts do not reflect the actual economic value that may be realized by the named executive officer.

(2) Represents, in each case, amounts paid in connection with President’s Club attendance, including tax gross-up.

Non-Equity Incentive Plan Awards

Mr. Sayar and Ms. Carey both participated in our 2020 Bonus Plan, or the 2020 Bonus Plan. Under the 2020 Bonus Plan, bonus target percentages were determined based on the participant’s position and level. At the conclusion of each fiscal quarter, we reviewed performance and made a determination of the payout amount based on achievement against targets with 50% based on our plan and 50% on individual goals. Bonuses were paid quarterly following the conclusion of each fiscal quarter. Payment of the portion based on our plan may exceed 100% if we surpass the designated goals and payment against individual goals may be paid at, below, or above 100% of target based on assessment of performance within the quarter.

Bonus payments to Mr. Sayar and Ms. Carey were calculated formulaically based solely on the achievement of the performance goals described in the 2020 Bonus Plan. Mr. Sayar’s and Ms. Carey’s 2020 target annual bonuses were 50% and 35% of base salary, respectively. The actual bonus amounts paid to Mr. Sayar and Ms. Carey under the 2020 Bonus Plan are set forth in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.”

As Chief Revenue Officer, Mr. Fitz did not participate in the 2020 Bonus Plan, but instead was eligible to receive commission payments under our Chief Revenue Officer Plan for 2020. The actual aggregate commissions paid to Mr. Fitz are set forth in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.”

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Mr. Sayar, Ms. Carey, and Mr. Fitz participate in our Executive Incentive Compensation Plan, or our Bonus Plan for fiscal 2021. Under our Bonus Plan, for participants not participating in a sales incentive plan, bonus target percentages are determined based on the participant’s position and level. At the conclusion of each fiscal quarter, we review performance and make a determination of the payout amount based on achievement against targets with 50% based on our plan and 50% on individual goals. Bonuses are paid quarterly following the conclusion of each fiscal quarter. Payment of the portion based on our plan may exceed 100% if we surpass the designated goals and payment against individual goals may be paid at, below, or above 100% of target based on assessment of performance within the quarter. Additionally, we may create a sales incentive plan under the Bonus Plan to govern the payment of commissions. The calculation and payments of any commissions will be governed by the terms and conditions of any sales incentive plan approved under our Bonus Plan.

Outstanding Equity Awards at Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2020:

	Option Awards
Name	Grant Date(1)		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)(2)		Option Expiration Date
Ramin Sayar		December 3, 2014		3,093,298	(3)		—		$	1.15		December 2, 2024
		August 1, 2017		384,152	(4)(11)		679,653		$	2.65		July 31, 2027
		March 12, 2019		—			455,616	(5)(11)	$	3.68		March 11, 2029
		March 12, 2019		—			230,316	(6)(11)	$	3.68		March 11, 2029
Sydney Carey		December 11, 2018		643,800	(7)(11)		—		$	3.68		December 10, 2028
Steven Fitz		December 6, 2016		812,812	(8)(11)		—		$	1.92		December 5, 2026
		December 11, 2018		—			300,000	(9)(11)	$	3.68		December 10, 2028
		June 11, 2019		—			50,000	(10)(11)	$	7.58		June 11, 2029

(1) Each of the outstanding equity awards listed in the table above was granted pursuant to our 2010 Plan.

(2) This column represents the fair value of a share of our common stock on the grant date, as determined by our board of directors.

(3) The shares underlying this option are fully vested and immediately exercisable.

(4) The shares underlying this option vest, subject to Mr. Sayar’s continued role as a service provider to us, as to 1/48th of the total shares on January 2, 2019 with 1/48th of the total shares vesting monthly thereafter.

(5) The shares underlying this option vest, subject to Mr. Sayar’s continued role as a service provider to us, as to 1/4th of the total shares on March 1, 2020 with 1/48th of the total shares vesting monthly thereafter.

(6) The shares underlying this option are eligible to vest upon our achievement of certain bookings growth for fiscal 2020 as compared to fiscal 2019, or the bookings goal. If the bookings growth is below certain thresholds, all or a portion of the shares subject to such option may be cancelled. Our board of directors or our compensation committee will determine whether the bookings goal has been achieved in its sole and absolute discretion on a date that is on or prior to March 15, 2020, or the determination date. If our board of directors or our compensation committee determines the bookings goal was not achieved, all or a portion of the shares subject to the option will be cancelled on the determination date. Any shares subject to the option that remain outstanding following the determination date are referred to as the vesting shares. 50% of the vesting shares will vest on the later of March 1, 2020 or the determination date, and the remaining 50% of the vesting shares will vest on March 1, 2021, subject to Mr. Sayar’s continued service through each vesting date. Following January 31, 2020, it was determined that our bookings goal was not satisfied.

(7) This option is subject to an early exercise provision and is immediately exercisable. The shares underlying this option vest, subject to Ms. Carey’s continued role as a service provider to us, as to 1/4th of the total shares on November 5, 2019 with 1/48th of the total shares vesting monthly thereafter.

(8) This option is subject to an early exercise provision and is immediately exercisable. The shares underlying this option vest, subject to Mr. Fitz’s continued role as a service provider to us, as to 1/4th of the total shares on October 3, 2017 with 1/48th of the total shares vesting monthly thereafter.

(9) The shares underlying this option vest, subject to Mr. Fitz’s continued role as a service provider to us, as to 1/4th of the total shares on October 1, 2021 with 1/48th of the total shares vesting monthly thereafter.

(10) The shares underlying this option are eligible to vest upon our achievement of an annual recurring revenue goal for fiscal 2020, or the revenue goal. Our board of directors or its compensation committee will determine whether the revenue goal has been achieved in its sole

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and absolute discretion on a date that is after January 31, 2020 but on or prior to May 15, 2020, or the determination date. If our board of directors or its compensation committee determines the revenue goal was not achieved, all or a portion of the shares subject to the option will be cancelled on the determination date. Any shares subject to the option that remain outstanding following the determination date are referred to as the vesting shares. 50% of the vesting shares will vest on the later of March 1, 2020 or the determination date, and the remaining 50% of the vesting shares will vest on March 1, 2021, subject to Mr. Fitz’s continued service through each vesting date. Following January 31, 2020, it was determined that our revenue goal was not satisfied.

(11) This award is subject to vesting acceleration under certain circumstances as described under “—Potential Payments upon Termination or Change in Control.”

On March 15, 2020, we granted awards of RSUs covering shares of our common stock under our 2010 Plan to our named executive officers as follows: Mr. Sayar received an award of 430,000 RSUs, Mr. Fitz received an award of 60,000 RSUs, and Ms. Carey received an award of 240,000 RSUs. The RSUs granted to our named executive officers are scheduled to vest as follows: the RSUs will vest when both a “service-based requirement” and a “liquidity event requirement” are satisfied. For the avoidance of doubt, no vesting will occur unless the individual remains in continuous service through a liquidity event even if some portion of the service-based requirement has been satisfied on the date service terminates prior to a liquidity event. The service-based requirement will be satisfied as to 25% of the total number of shares of our common stock underlying the RSUs on March 15, 2021, and as to an additional 1/16th of the total number of shares of our common stock underlying the RSUs on each quarterly vesting date thereafter, subject to the individual’s continued service through each vesting date; provided, however, the RSUs will not vest until the occurrence of a liquidity event, at which time the original vesting schedule will apply. The liquidity event requirement will be satisfied, subject to the individual providing continuous service on the date the liquidity event occurs, on the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision described in the applicable award agreement following the effective date of the registration statement of which this prospectus forms a part and (ii) the date of a “change in control” (as defined in the applicable award agreement); provided, however, that a change in control in which the consideration received by holders of our capital stock is not cash or marketable securities will not be considered a liquidity event for purposes of the award. A quarterly vesting date is the first trading day on or after each of March 15, June 15, September 15, and December 15.

On March 15, 2020, Mr. Sayar received an award of 200,000 RSUs and Mr. Fitz received an award of 20,000 RSUs, both under our 2010 Plan. Each award will vest when each of the performance-based requirement, the service-based requirement, and the liquidity event requirement are satisfied. For the avoidance of doubt, no vesting will occur unless the individual remains in continuous service through a liquidity event even if some portion of the performance-based or service-based requirements have been satisfied on the date service terminates prior to the occurrence of a liquidity event. The performance-based requirement will be satisfied upon our achieving a revenue and a non-GAAP operating margin goal. No vesting will be provided for achievement below the performance goals; provided, however, that our board or compensation committee retains discretion to provide for vesting of some or all of the RSUs in the event the performance goals are not satisfied. Our board or compensation committee will make the determination as to the level of achievement of the performance goals on or before March 15, 2021. To the extent the performance-based requirement is satisfied, the service-based requirement will be satisfied as to 100% of the RSUs that become eligible to vest on (i) the later of (A) March 15, 2021; or (B) the date the liquidity event requirement is satisfied due to the occurrence of the first quarterly vesting date following the expiration of the market stand-off provision described in the applicable award agreement following the effective date of the registration statement of which this prospectus forms a part; or (ii) the liquidity event requirement is satisfied due to a “change in control” (as defined in the applicable award agreement), subject to the individual providing continuous service through such date. The liquidity event requirement will be satisfied, subject to the individual providing continuous service on the date the liquidity event occurs, on the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision described in the applicable award agreement following the effective date of the registration statement of which this prospectus forms a part and (ii) the date of a “change in control”; provided, however, that a change in control in which the consideration received by holders of our capital stock is not cash or marketable securities will not be considered a liquidity event for purposes of the award.

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On June 15, 2020, Mr. Sayar received an award of 3,682 RSUs, Mr. Fitz received an award of 3,955 RSUs, and Ms. Carey received an award of 2,917 RSUs, each under our 2010 Plan. Each award will vest when both a “service-based requirement” and a “liquidity event requirement” are satisfied. For the avoidance of doubt, no vesting will occur unless the individual remains in continuous service through a liquidity event even if some portion of the service-based requirement has been satisfied on the date service terminates prior to a liquidity event. The service-based requirement will be satisfied as to 100% of the total number of shares of our common stock underlying the RSUs on the first trading day on or after June 15, 2021, subject to the individual providing continuous service through such date; provided, however, the RSUs will not vest until the occurrence of a liquidity event, at which time the original vesting schedule will apply. The liquidity event requirement will be satisfied, subject to the individual providing continuous service on the date the liquidity event occurs, on the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision described in the applicable award agreement following the effective date of the registration statement of which this prospectus forms a part; and (ii) the date of a “change in control” (as defined in the applicable award agreement); provided, however, that a change in control in which the consideration received by holders of our capital stock is not cash or marketable securities will not be considered a liquidity event for purposes of the award. A quarterly vesting date is the first trading day on or after each of March 15, June 15, September 15, and December 15.

Executive Employment Agreements

Prior to the completion of this offering, we intend to enter into an employment letter setting forth the terms and conditions of employment for each of our named executive officers as described below.

Ramin Sayar

Prior to the completion of this offering, we intend to enter into a confirmatory employment letter agreement with Mr. Sayar. The letter agreement is not expected to have a specific term and will provide that Mr. Sayar is an at-will employee. Mr. Sayar’s current annual base salary is $350,000. Mr. Sayar is also eligible to participate in our Bonus Plan.

Sydney Carey

Prior to the completion of this offering, we intend to enter into a confirmatory employment letter agreement with Ms. Carey. The letter agreement is not expected to have a specific term and will provide that Ms. Carey is an at-will employee. Ms. Carey’s current annual base salary is $325,000. Ms. Carey is also eligible to participate in our Bonus Plan.

Steven Fitz

Prior to the completion of this offering, we intend to enter into a confirmatory employment letter agreement with Mr. Fitz. The letter agreement is not expected to have a specific term and will provide that Mr. Fitz is an at-will employee. Mr. Fitz’s current annual base salary is $319,500. Mr. Fitz is also eligible to participate in our Bonus Plan.

Potential Payments upon Termination or Change in Control

We expect to enter into a change in control and severance agreement with each of our named executive officers that provides for the severance and change in control benefits as described below. Each change in control and severance agreement will supersede any prior agreement or arrangement the named executive officer may have had with us that provides for severance and/or change in control payments or benefits.

Each change in control and severance agreement will terminate on the date that all of the obligations of the parties to the change in control and severance agreement have been satisfied.

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If a named executive officer’s employment is terminated outside the period beginning three months before a change in control and ending 18 months following a change in control, or the change in control period, either (i) by us (or any of our subsidiaries) without “cause” (excluding by reason of death or disability) or (ii) by the named executive officer for “good reason” (as such terms are defined in the named executive officer’s change in control and severance agreement), the named executive officer will receive the following benefits if he or she timely signs and does not revoke a release of claims in our favor:

• a lump-sum payment equal to six months (or, in the case of Mr. Sayar, 12 months) of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction); and

• payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for the named executive officer and the named executive officer’s eligible dependents, if any, for up to six months (or, in the case of Mr. Sayar, 12 months), or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate, or be subject to an excise tax under, applicable law.

If, within the change in control period, the named executive officer’s employment is terminated either (i) by us (or any of our subsidiaries) without cause (excluding by reason of death or disability) or (ii) by the named executive officer for good reason, the named executive officer will receive the following benefits if the named executive officer timely signs and does not revoke a release of claims in our favor:

• a lump-sum payment, less applicable withholdings, equal to the sum of (x) 12 months (or, in the case of Mr. Sayar, 18 months) of the executive’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction or if greater, at the level in effect immediately prior to the change in control) and (y) 100% (or, in the case of Mr. Sayar, 150%) of the executive’s target annual bonus as in effect for the fiscal year in which the termination occurs;

• payment of premiums for coverage under COBRA for the named executive officer and the named executive officer’s eligible dependents, if any, for up to 12 months, (or, in the case of Mr. Sayar, 18 months) or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate, or be subject to an excise tax under, applicable law; and

• 100% accelerated vesting and exercisability (as applicable) of all outstanding equity awards and, in the case of an equity award with performance-based vesting unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria generally will be deemed achieved at the greater of actual achievement (if determinable), or 100% of target levels.

If any of the amounts provided for under these change in control and severance agreements or otherwise payable to our named executive officers would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officer would be entitled to receive either full payment of benefits under his or her change in control or severance agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. The change in control and severance agreements do not require us to provide any tax gross-up payments.

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Employee Benefit and Stock Plans

2020 Equity Incentive Plan

Prior to the completion of this offering, our board of directors is expected to adopt, and we expect our stockholders to approve, our 2020 Plan. We expect that our 2020 Plan will become effective on the business day immediately prior to the effective date of the registration statement of which this prospectus forms a part. Our 2020 Plan will provide for the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants. We expect that our 2010 Plan will terminate immediately prior to effectiveness of the 2020 Plan with respect to the grant of future awards.

Authorized Shares

Subject to the adjustment provisions of and the automatic increase described in our 2020 Plan, a total of                      shares of our common stock will be reserved for issuance pursuant to our 2020 Plan. In addition, subject to the adjustment provisions of our 2020 Plan, the shares reserved for issuance under our 2020 Plan also will include (i) any shares that, as of the trading day immediately prior to the effective date of the registration statement of which this prospectus forms a part, have been reserved but not issued pursuant to any awards granted under our 2010 Plan, and are not subject to any awards thereunder, plus (ii) any shares subject to stock options, RSUs, or similar awards granted under our 2010 Plan that, on or after the effective date of the registration statement of which this prospectus forms a part, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest (provided that the maximum number of shares that may be added to our 2020 Plan pursuant to (i) and (ii) is                      shares). Subject to the adjustment provisions of our 2020 Plan, the number of shares available for issuance under our 2020 Plan will also include an annual increase on the first day of each fiscal year beginning with the 2021 fiscal year, in an amount equal to the least of:

•                      shares of our common stock;

•                      percent (                    %) of the outstanding shares of our common stock on the last day of our immediately preceding fiscal year; or

• such number of shares of our common stock as the administrator may determine.

If an award granted under the 2020 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program or, with respect to restricted stock, RSUs, performance units, or performance shares, is forfeited to, or repurchased by, us due to failure to vest, then the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the 2020 Plan (unless the 2020 Plan has terminated). With respect to stock appreciation rights, only the net shares actually issued will cease to be available under the 2020 Plan and all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2020 Plan (unless the 2020 Plan has terminated). Shares that have actually been issued under the 2020 Plan under any award will not be returned to the 2020 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, RSUs, performance shares, or performance units are repurchased or forfeited to us due to failure to vest, such shares will become available for future grant under the 2020 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award will become available for future grant or sale under the 2020 Plan. To the extent an award is paid out in cash rather than shares, the cash payment will not result in a reduction in the number of shares available for issuance under the 2020 Plan.

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Plan Administration

Our board of directors or one or more committees appointed by our board of directors will administer our 2020 Plan. The compensation committee of our board of directors is expected to administer our 2020 Plan. In addition, if we determine it is desirable to qualify transactions under our 2020 Plan as exempt under Rule 16b-3, such transactions will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of our 2020 Plan, the administrator has the power to administer our 2020 Plan and make all determinations deemed necessary or advisable for administering the 2020 Plan, including the power to determine the fair market value of our common stock, select the service providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for use under the 2020 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards may be exercised, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any award or the shares relating thereto), construe and interpret the terms of our 2020 Plan and awards granted under it, prescribe, amend, and rescind rules and regulations relating to our 2020 Plan, including creating sub-plans, and modify or amend each award, including the discretionary authority to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended past its original maximum term), temporarily suspend the exercisability of an award if the administrator deems such suspension to be necessary or appropriate for administrative purposes, and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to such participant under an award. The administrator may institute and determine the terms of an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have a higher or lower exercise price or different terms), awards of a different type or cash, (ii) participants would have the opportunity to transfer any outstanding awards to a financial institution or other person or entity selected by the administrator, or (iii) the exercise or base price of an outstanding award is increased or reduced. The administrator’s decisions, determinations, and interpretations are final and binding on all participants.

Stock Options

Stock options may be granted under our 2020 Plan in such amounts as the administrator will determine in accordance with the terms of the 2020 Plan. The exercise price of options granted under our 2020 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an option will be stated in the award agreement, and in the case of an incentive stock option, may not exceed 10 years. With respect to any participant who owns stock representing more than 10% of the voting power of all classes of our outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares, or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After a participant ceases to provide service as an employee, director, or consultant, he or she may exercise his or her option for the period of time stated in his or her award agreement. In the absence of a specified time in an award agreement, if the cessation of service is due to death or disability, the option will remain exercisable for 12 months. In all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following the cessation of service. An option may not be exercised later than the expiration of its term. Subject to the provisions of our 2020 Plan, the administrator determines the other terms of options.

Stock Appreciation Rights

Stock appreciation rights may be granted under our 2020 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Stock appreciation rights will expire upon the date determined by the administrator and set forth in the award agreement. After a participant ceases to provide service as an employee, director, or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her award agreement. In the

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absence of a specified time in an award agreement, if the cessation of service is due to death or disability, the stock appreciation rights will remain exercisable for 12 months. In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for three months following the cessation of service. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of our 2020 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash, shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Restricted Stock

Restricted stock may be granted under our 2020 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator (if any). The administrator will determine the number of shares of restricted stock granted to any employee, director, or consultant and, subject to the provisions of our 2020 Plan, will determine any terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units

RSUs may be granted under our 2020 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of our 2020 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria, and the form and timing of payment. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, business unit, or individual goals (including continued employment or service), applicable federal or state securities laws, or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may pay earned RSUs in the form of cash, in shares, or in some combination thereof. Notwithstanding the foregoing, the administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

Performance Units and Performance Shares

Performance units and performance shares may be granted under our 2020 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish performance objectives or other vesting provisions in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. The administrator may set performance objectives based upon the achievement of company-wide, divisional, business unit, or individual goals (including continued employment or service), applicable federal or state securities laws, or any other basis determined by the administrator in its discretion. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator on or prior to the grant date. Performance shares shall have an initial value equal to the fair market value of our common stock on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares, or in some combination thereof.

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Non-Employee Directors

Our 2020 Plan provides that all outside (non-employee) directors will be eligible to receive all types of awards (except for incentive stock options) under our 2020 Plan. In order to provide a maximum limit on the awards that can be made to our non-employee directors, our 2020 Plan provides that in any given fiscal year, a non-employee director may not be paid, issued, or granted equity awards (including awards issued under the 2020 Plan) with an aggregate value (the value of which will be based on their grant date fair value determined in accordance with GAAP) and any other compensation (including without limitation any cash retainers or fees) that, in the aggregate, exceed $                    , excluding awards or other compensation paid or provided to him or her as a consultant or employee. The maximum limits do not reflect the intended size of any potential grants or a commitment to make grants to our outside directors under our 2020 Plan in the future.

Non-Transferability of Awards

Unless the administrator provides otherwise, our 2020 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime. If the administrator makes an award transferrable, such award will contain such additional terms and conditions as the administrator deems appropriate.

Certain Adjustments

In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under our 2020 Plan, the administrator will adjust the number and class of shares that may be delivered under our 2020 Plan or the number, class, and price of shares covered by each outstanding award, and the numerical share limits set forth in our 2020 Plan.

Dissolution or Liquidation

In the event of our proposed dissolution or liquidation, the administrator will notify participants as soon as practicable prior to the effective date of such proposed transaction and all awards will terminate immediately prior to the consummation of such proposed transaction.

Merger or Change in Control

Our 2020 Plan provides that in the event of our merger with or into another corporation or entity or a change in control (as defined in our 2020 Plan), each outstanding award will be treated as the administrator determines, including, without limitation, that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices, (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control, (iii) outstanding awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an award will lapse, in whole or in part, prior to or upon consummation of such merger or change in control and, to the extent the administrator determines, terminate upon or immediately prior to the effectiveness of such merger or change in control, (iv)(A) the termination of an award in exchange for an amount of cash or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by us without payment), or (B) the replacement of such award with other rights or property selected by the administrator in its sole discretion, or (v) any combination of the foregoing. The administrator will not be obligated to treat similarly all awards, all awards a participant holds, all awards of the same type, or all portions of awards.

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In the event that the successor corporation does not assume or substitute for the award (or portions thereof), the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciations rights (or portions thereof) that is not assumed or substituted for, all restrictions on restricted stock, RSUs, performance shares, and performance units (or portions thereof) not assumed or substituted for will lapse, and, with respect to such awards with performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable award agreement or other written agreement between participant and us or any parent or subsidiary. Additionally, in the event an option or stock appreciation right (or portions thereof) is not assumed or substituted in the event of a merger or change in control, the administrator will notify each participant in writing or electronically that the option or stock appreciation right (or its applicable portion), as applicable, will be exercisable for a period of time determined by the administrator in its sole discretion, and the option or stock appreciation right (or its applicable portion), as applicable, will terminate upon the expiration of such period.

With respect to awards granted to an outside director, in the event of a change in control, the outside director’s options and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and RSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels and all other terms and conditions met.

Clawback

Awards will be subject to any clawback policy of ours and the administrator also may specify in an award agreement that the participant’s rights, payments, and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. The administrator may require a participant to forfeit, return, or reimburse us all or a portion of the award and any amounts paid under the award pursuant to the terms of the clawback policy or applicable laws.

Amendment and Termination

The administrator has the authority to amend, alter, suspend, or terminate our 2020 Plan provided such action does not impair the existing rights of any participant. Our 2020 Plan automatically will terminate in 2030, unless we terminate it sooner.

2010 Stock Plan

Our 2010 Plan was originally adopted by our board of directors in April 2010 and was most recently amended in March 2020. Our stockholders originally approved our 2010 Plan in April 2010 and most recently approved our 2010 Plan in March 2020.

Our 2010 Plan provides for the direct award or sale of shares of our common stock, for the grant of options to purchase shares of our common stock, and for the grant of RSUs to acquire shares of our common stock (each, an award and the recipient of such award, a participant) to employees, non-employee directors, and consultants of ours and employees and consultants of any parent or subsidiary of ours. Options granted under our 2010 Plan may include nonstatutory stock options as well as incentive stock options intended to qualify under Section 422 of the Code. It is expected that as of one business day prior to the effectiveness of the registration statement of which this prospectus forms a part, our 2010 Plan will be terminated and we will not grant any additional awards under our 2010 Plan thereafter. However, our 2010 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under our 2010 Plan.

As of April 30, 2020, options to purchase 28,174,550 shares of our common stock and 2,804,800 RSUs covering shares of our common stock were outstanding under our 2010 Plan.

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Plan Administration

Our 2010 Plan is administered by our board of directors or one or more committees appointed by our board of directors. Each committee will consist of one or more members of our board of directors and will have such authority and be responsible for such functions as our board of directors has assigned to it (the board of directors, or its designated committee, the administrator). Subject to the provisions of the 2010 Plan, the administrator has full authority and discretion to take any actions it deems necessary or advisable for the administration of our 2010 Plan. All decisions, interpretations, and other actions of the administrator are final and binding on all participants and all persons deriving their rights from a participant.

The administrator’s powers include the power to institute and determine the terms and conditions of an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, or cash, (ii) participants would have the opportunity to transfer any outstanding awards to a financial institution or other person or entity selected by the administrator, or (iii) the exercise price of an outstanding award is reduced or increased.

Eligibility

Employees, non-employee directors, and consultants of ours and employees or consultants or our parent or subsidiary companies are eligible to receive awards, provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction and do not directly promote or maintain a market for our securities, in each case, within the meaning of Form S-8 promulgated under the U.S. securities laws. Only our employees or employees of our parent or subsidiary companies are eligible to receive incentive stock options.

Stock Options

Stock options have been granted under our 2010 Plan. Subject to the provisions of our 2010 Plan, the administrator determines the term of an option, the number of shares subject to an option and the time period in which an option may be exercised.

The term of an option is stated in the applicable award agreement, but the term of an option may not exceed 10 years from the grant date. The administrator determines the exercise price of options, which generally may not be less than 100% of the fair market value of our common stock on the grant date. However, an incentive stock option granted to a person who owns more than 10% of the total combined voting power of all classes of our outstanding stock or of our parent or any subsidiary may have a term of no longer than five years from the grant date and must have an exercise price of at least 110% of the fair market value of our common stock on the grant date. In addition, to the extent that the aggregate fair market value of the shares with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under all our plans and those of any parent or subsidiary) exceeds $100,000, such options will be treated as nonstatutory stock options.

The administrator determines how a participant may pay the exercise price of an option, and the permissible methods are generally set forth in the 2010 Plan or the applicable award agreement. If a participant’s “service” (as defined in our 2010 Plan) terminates, that participant may exercise the vested portion of his or her option for the period of time stated in the 2010 Plan or the applicable award agreement. Vested options generally will remain exercisable for three months or such earlier or later period of time as set forth in the applicable award agreement (but in no event earlier than 30 days after the termination of service) if a participant’s service terminates for a reason other than death or disability. If a participant’s service terminates due to death or disability, vested options generally will remain exercisable for six months (in the case of a termination due to disability) or 12 months (in the case of a termination due to death and in no event earlier than six months after the participant’s death) from the date of termination (or such other longer period as set forth in the applicable award agreement). In no event will an option

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remain exercisable beyond its original term. If a participant does not exercise his or her option within the time specified in the award agreement, the option will terminate. Except as described above, the administrator has the discretion to determine the post-termination exercisability periods for an option.

Restricted Stock Units

RSUs have been granted under our 2010 Plan. Subject to the terms and conditions of our 2010 Plan and the individual award agreement, the administrator determines the terms, conditions, and restrictions related to the RSUs, including the vesting criteria, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid to a participant. The administrator may set vesting criteria based upon the achievement of company-wide, business unit, or individual goals (including continued employment or service), or any other basis determined by the administrator in its discretion.

Upon meeting the applicable vesting criteria, a participant holding an award of RSUs is entitled to receive a payout as determined by the administrator. At any time after the grant of RSUs, the administrator may, in its sole discretion, reduce or waive any vesting criteria that must be met to receive a payout. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the administrator and set forth in the award agreement. Earned RSUs generally will be settled in shares unless otherwise determined by the administrator in accordance with our 2010 Plan. On the date set forth in the award agreement, all unearned RSUs will be forfeited to us.

Non-Transferability of Awards

Unless determined otherwise by the administrator, an award may be transferable by a participant only by (i) a beneficiary designation, (ii) a will, or (iii) the laws of descent and distribution, except that if the applicable option agreement so provides, a nonstatutory option may also be transferable by gift or domestic relations order to a family member of participant. An incentive stock option may be exercised during an applicable participant’s lifetime only by participant or by participant’s guardian or legal representative.

Certain Adjustments

In the event of a subdivision of our outstanding shares of common stock, a declaration of a dividend payable in our shares of common stock, a combination or consolidation of our outstanding common stock into a lesser number of shares, a reclassification, or any other increase or decrease in the number of our issued shares of common stock effected without our receipt of consideration, proportionate adjustments will automatically be made in each of (i) the number and kind of our shares of common stock available for future grant under our 2010 Plan, (ii) the number and kind of our shares of common stock covered by each outstanding award, (iii) the exercise price of each outstanding option and the purchase price applicable to any unexercised stock purchase right, and (iv) any repurchase price that applies to shares of our common stock granted under our 2010 Plan pursuant to the terms of our repurchase right under the applicable award agreement. In the event of a declaration of an extraordinary dividend payable in a form other than shares of our common stock that has a material effect on the fair market value of our common stock, a recapitalization, a spin-off, or a similar occurrence, the administrator at its sole discretion may make appropriate adjustments in one or more of the items listed in (i) through (iv) above or any adjustments required by the California Corporations Code.

Mergers and Consolidations

In the event that we are party to a merger or consolidation, or in the event of a sale of all or substantially all of our stock or assets, all shares of our common stock acquired under our 2010 Plan and all awards will be treated in the manner described in the agreement of merger or consolidation. Such agreement need not treat all awards in an identical manner and may provide for one or more of the following without limitation with respect to each outstanding award: (i) the continuation of the award by us (if we are the surviving corporation), (ii) the

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assumption of the award by the surviving corporation or its parent, (iii) the substitution by the surviving corporation or its parent of a new award for the award, (iv) full exercisability and vesting of the award, followed by its cancellation provided that participant is able to exercise an option during a period of not less than five full business days preceding the effective date of such merger or consolidation, unless a shorter period is required to permit a timely closing and such shorter period still offers participant a reasonable opportunity to exercise the option, or (v) the cancellation of the award and a payment to participant equal to the excess of (A) the fair market value of the shares of our common stock subject to the award as of the effective date of such merger or consolidation over (B) the exercise price of the award, if any.

In the event that the successor corporation does not assume or substitute for an award (or portion thereof), participant will fully vest in and have the right to exercise all of his or her outstanding options, all restrictions on shares of our common stock and RSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable award agreement or other written agreement between us and participant. In addition, if an option is not assumed or substituted in the event of a merger or consolidation, the administrator will notify each participant in writing or electronically that the option will be exercisable for a period of time determined by the administrator in its sole discretion and the option will terminate upon the expiration of such period.

Clawback

The board of directors may specify in an award agreement that participant’s rights, payments, and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. An award will be subject to any clawback policy of ours as may be established or amended from time to time. Our board of directors may require a participant to forfeit, return, or reimburse us all or a portion of the award and any amounts paid under the award pursuant to the terms of the clawback policy or as necessary or appropriate to comply with applicable laws.

Amendment and Termination

Our board of directors may amend, suspend, or terminate our 2010 Plan at any time and for any reason; provided, however, that any amendment to our 2010 Plan will be subject to the approval of our stockholders if it increases the number of our shares of common stock reserved under our 2010 Plan or materially changes the class of persons eligible to receive incentive stock options. As noted above, it is expected that as of one business day prior to the effectiveness of the registration statement of which this prospectus forms a part, our 2010 Plan will be terminated and we will not grant any additional awards under our 2010 Plan thereafter.

2020 Employee Stock Purchase Plan

Prior to the effectiveness of this offering, our board of directors intends to adopt, and we expect our stockholders will approve, our ESPP. Our ESPP will be effective upon the effective date of our registration statement relating to this offering.

Authorized Shares

Subject to the adjustment provisions of our ESPP, a total of                      shares of our common stock will be made available for sale under our ESPP. In addition, subject to the adjustment provisions of our ESPP, our ESPP will also provide for annual increases in the number of shares available for sale under our ESPP on the first day of each fiscal year beginning in fiscal 2021, equal to the least of:

•                      shares;

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•                     % of the outstanding shares of our common stock on of the last day of the immediately preceding fiscal year; or

• such other amount as the administrator may determine.

Plan Administration

Our compensation committee is expected to administer our ESPP, and have full but non-exclusive authority to interpret the terms of our ESPP and determine eligibility to participate, subject to the conditions of the ESPP as described below. The administrator will have full and exclusive discretionary authority to construe, interpret, and apply the terms of the ESPP, to delegate ministerial duties to any of our employees, to designate separate offerings under the ESPP, to designate our subsidiaries and affiliates as participating in the ESPP, to determine eligibility, to adjudicate all disputed claims filed under the ESPP, and to establish such procedures that it deems necessary for the administration of the ESPP, including adopting such procedures and sub-plans as are necessary or appropriate to permit participation in the ESPP by employees who are foreign nationals or employed outside the U.S. The administrator’s findings, decisions, and determinations are final and binding on all participants to the full extent permitted by law.

Eligibility

Generally, all of our employees will be eligible to participate if they are employed by us, or any participating subsidiary, for at least 20 hours per week and more than five months in any calendar year. However, an employee may not be granted rights to purchase stock under our ESPP if such employee:

• immediately after the grant would own capital stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock; or

• holds rights to purchase shares of our common stock under all of our employee stock purchase plans that accrue at a rate that exceeds $25,000 worth of stock for each calendar year.

Offering Periods and Purchase Periods

Our ESPP will include a component that allows us to make offerings intended to qualify under Section 423 of the Code and a component that allows us to make offerings not intended to qualify under Section 423 of the Code to designated companies, as described in our ESPP. Our ESPP will provide for                      month offering periods. The offering periods will be scheduled to start on the first trading day on or after                      and                      of each year, except for the first offering period, which will commence on the first trading day on or after completion of this offering and will end on the first trading day on or after                      and the second offering period will commence on the first trading day on or after                     . Each offering period will include purchase periods, which will be a period of approximately six months commencing with one exercise date and ending with the next exercise date.

Contributions

Our ESPP will permit participants to purchase shares of our common stock through payroll deductions of up to                     % of their eligible compensation. A participant may purchase a maximum of                      shares of our common stock during a purchase period.

Exercise of Purchase Right

Amounts deducted and accumulated by the participant are used to purchase shares of our common stock at the end of each six-month purchase period. The purchase price of the shares will be 85% of the lower of the fair

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market value of our common stock on the first trading day of each offering period or on the exercise date. If the fair market value of our common stock on the exercise date is less than the fair market value on the first trading day of the offering period, participants will be withdrawn from the current offering period following their purchase of shares of our common stock on the purchase date and will be automatically re-enrolled in a new offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of our common stock. Participation ends automatically upon termination of employment with us.

Non-Transferability

A participant may not transfer rights granted under our ESPP. If the compensation committee permits the transfer of rights, it may only be done by will, the laws of descent and distribution, or as otherwise provided under our ESPP.

Merger or Change in Control

Our ESPP will provide that in the event of a merger or change in control, as defined under our ESPP, a successor corporation may assume or substitute each outstanding purchase right. If the successor corporation refuses to assume or substitute for the outstanding purchase right, the offering period then in progress will be shortened, and a new exercise date will be set. The administrator will notify each participant that the exercise date has been changed and that the participant’s option will be exercised automatically on the new exercise date unless prior to such date the participant has withdrawn from the offering period.

Amendment and Termination

The administrator will have the authority to amend, suspend, or terminate our ESPP, except that, subject to certain exceptions described in our ESPP, no such action may adversely affect any outstanding rights to purchase shares of our common stock under our ESPP. Our ESPP automatically will terminate in 2040, unless we terminate it sooner.

Executive Incentive Compensation Plan

Our board of directors adopted the Bonus Plan in March 2020, effective for fiscal years commencing on or after the Bonus Plan’s adoption date. The Bonus Plan will be administered by a committee appointed by our board of directors. Unless and until our board of directors determines otherwise, our compensation committee will be the administrator of the Bonus Plan. The Bonus Plan allows our compensation committee to provide cash incentive awards through the payment of bonuses and commissions to selected employees, including our named executive officers, determined by our compensation committee, based upon performance goals or other criteria established by our compensation committee. Our compensation committee, in its sole discretion, will establish a target award for each participant (other than participants participating in a sales incentive plan) under the Bonus Plan that is not participating in a sales incentive plan, which may be expressed as a percentage of the participant’s average annual base salary for the applicable performance period. Additionally, our compensation committee, in its sole discretion, may create a sales incentive plan to govern the payment of commissions.

Under the Bonus Plan, our compensation committee will determine the performance goals, quotas, or other criteria applicable to awards or commissions, which goals may include, without limitation: ARR (including growth, by geography and by product), attainment of research and development milestones, billings (including growth), pipeline, and/or conversion, bookings (including growth, by geography, and by product), business divestitures and acquisitions, cash flow, cash position, churn rate, customers, dollar based net retention, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation, and amortization and net earnings), earnings per share, free cash flow, headcount growth and/or attrition rate, net income, net profit, net sales, new annual

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contract value, new annual contract value growth, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, renewal rate, return on assets, return on capital, return on equity, return on investment, return on sales, revenue (including growth, by geography and by product), sales growth, sales, productivity, sales results, stock price, time to market, total stockholder return, working capital, and individual objectives such as peer reviews or other subjective or objective criteria. As determined by our compensation committee, the performance goals may be based on GAAP or non-GAAP results and any actual results may be adjusted by our compensation committee for one-time items or unbudgeted or unexpected items when determining whether the performance goals have been met. The goals may be on the basis of any factors our compensation committee determines relevant, and may be on an individual, divisional, business unit, or company-wide basis. Any criteria used may be measured on such basis as our compensation committee determines. The performance goals or other criteria may differ from participant to participant and from award to award.

Our compensation committee may, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual award, or increase, reduce or eliminate the amount allocated to the bonus pool. The actual award may be below, at, or above a participant’s target award, in our compensation committee’s discretion. Our compensation committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and it will not be required to establish any allocation or weighting with respect to the factors it considers. Notwithstanding the foregoing, the calculation of any commissions will be governed by the terms and conditions of any sales incentive plan approved by our compensation committee.

Actual awards will be paid in cash (or its equivalent) in a single lump sum. Unless otherwise determined by our compensation committee, to earn an actual award, a participant must be employed by us (or an affiliate of us, as applicable) on the date the bonus is paid. Payment of bonuses occurs as soon as practicable after the end of the applicable performance period, but no later than the dates set forth in the Bonus Plan. Notwithstanding anything to the contrary in the Bonus Plan, the payment of actual awards that are in the form of earned commissions will be governed by the terms and conditions of any sales incentive plan approved by our compensation committee.

Our board of directors or our compensation committee will have the authority to amend or terminate the Bonus Plan provided such action does not alter or impair the existing rights of any participant with respect to any earned bonus without the participant’s consent. The Bonus Plan will remain in effect until terminated in accordance with the terms of the Bonus Plan.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan for all U.S. employees. Under our 401(k) plan, employees may elect to defer up to all eligible compensation, subject to applicable annual Code limits. We do not match any contributions made by our employees, including executives. We intend for our 401(k) plan to qualify under Section 401(a) and 501(a) of the Code so that contributions by employees to our 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from our 401(k) plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction since February 1, 2017 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeded or exceeds $120,000; and

• any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Equity Financings

Series F Redeemable Convertible Preferred Stock Financing

From April 2017 through June 2017, we sold an aggregate of 9,188,612 shares of our Series F redeemable convertible preferred stock at a purchase price of $8.07738 per share, for an aggregate purchase price of $74,219,911. The following table summarizes purchases of our Series F redeemable convertible preferred stock by related persons:

Stockholder	Shares of Series F Redeemable Convertible Preferred Stock		Total Purchase Price
Entity affiliated with Sapphire Ventures(1)		3,714,075	$	29,999,995
Entities affiliated with Accel(2)		619,010		4,999,979
Entities affiliated with Institutional Venture Partners(3)		495,210		3,999,999
Entities affiliated with DFJ(4)		371,408		3,000,000
Entities affiliated with Greylock(5)		371,406		2,999,987
Sutter Hill Ventures		120,337		972,008
2011 Sayar Family Trust(6)		18,570		149,997
The Sayar Family Trust(7)		14,856		119,998

(1) Shares purchased by Sapphire Ventures Fund II, LP. Entities affiliated with Sapphire Ventures currently hold more than 5% of our outstanding capital stock.

(2) Shares purchased by Accel XI L.P., Accel XI Strategic Partners L.P., and Accel Investors 2012 L.L.C. Entities affiliated with Accel currently hold more than 5% of our outstanding capital stock.

(3) Shares purchased by Institutional Venture Partners XV, L.P. and Institutional Venture Partners XV Executive Fund, L.P. Entities affiliated with Institutional Venture Partners currently hold more than 5% of our outstanding capital stock.

(4) Shares purchased by DFJ Growth 2013, L.P. and DFJ Growth 2013 Parallel Fund, LLC. Entities affiliated with DFJ currently hold more than 5% of our outstanding capital stock.

(5) Shares purchased by Greylock XIII Limited Partnership, Greylock XIII-A Limited Partnership, and Greylock XIII Principals LLC. Entities affiliated with Greylock currently hold more than 5% of our outstanding capital stock.

(6) Kevin and Alison Sayar are co-trustees of the 2011 Sayar Family Trust and are the brother and sister-in-law, respectively, of Ramin Sayar, our President and Chief Executive Officer and a member of our board of directors.

(7) Ramin Sayar, our President and Chief Executive Officer and a member of our board of directors, and Samantha Sayar, his wife, are co-trustees of The Sayar Family Trust.

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Series G Redeemable Convertible Preferred Stock Financing

In May 2019, we sold an aggregate of 9,986,103 shares of our Series G redeemable convertible preferred stock at a purchase price of $11.0153 per share, for an aggregate purchase price of $109,999,920. The following table summarizes purchases of our Series G redeemable convertible preferred stock by related persons:

Stockholder	Shares of Series G Redeemable Convertible Preferred Stock		Total Purchase Price
Entities affiliated with DFJ(1)		907,828	$	9,999,998
Entities affiliated with Sapphire Ventures(2)		907,828		9,999,998
Entities affiliated with Accel(3)		181,565		1,999,993
Entities affiliated with Greylock(4)		181,565		1,999,993
Entities affiliated with Institutional Venture Partners(5)		181,565		1,999,993
2011 Sayar Family Trust(6)		36,313		399,999
Sutter Hill Ventures		4,539		49,998

(1) Shares purchased by DFJ Growth 2013, L.P. and DFJ Growth 2013 Parallel Fund, LLC. Entities affiliated with DFJ currently hold more than 5% of our outstanding capital stock.

(2) Shares purchased by Sapphire Ventures Fund II, LP and Sapphire Ventures Fund III, LP. Entities affiliated with Sapphire Ventures currently hold more than 5% of our outstanding capital stock.

(3) Shares purchased by Accel XI, L.P., Accel XI Strategic Partners L.P., and Accel Investors 2012 L.L.C. Entities affiliated with Accel currently hold more than 5% of our outstanding capital stock.

(4) Shares purchased by Greylock XIII Limited Partnership, Greylock XIII-A Limited Partnership, and Greylock XIII Principals LLC. Entities affiliated with Greylock currently hold more than 5% of our outstanding capital stock.

(5) Shares purchased by Institutional Venture Partners XV, L.P. and Institutional Venture Partners XV Executive Fund, L.P. Entities affiliated with Institutional Venture Partners currently hold more than 5% of our outstanding capital stock.

(6) Kevin and Alison Sayar are co-trustees of the 2011 Sayar Family Trust and are the brother and sister-in-law, respectively, of Ramin Sayar, our President and Chief Executive Officer and a member of our board of directors.

Investors’ Rights Agreement

We are party to our IRA, which provides, among other things, that certain holders of our capital stock, including entities affiliated with Accel, DFJ, Greylock, Institutional Venture Partners, Sapphire Ventures, and Sutter Hill Ventures have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing. Entities affiliated with Ramin Sayar, our president, chief executive officer, and a member of our board of directors, are party to our IRA. Joseph Ansanelli, a member of our board of directors, is affiliated with Greylock. Michael L. Speiser, a former member of our board of directors, is affiliated with Sutter Hill Ventures.³³

Right of First Refusal

Pursuant to certain of our equity compensation plans and certain agreements with our stockholders, including an amended and restated right of first refusal and co-sale agreement, dated as of May 1, 2019, we or our assignees have a right to purchase shares of our capital stock which stockholders propose to sell to other parties. This right will terminate upon completion of this offering. Ramin Sayar, our president, chief executive officer, and a member of our board of directors, and entities affiliated with Mr. Sayar, Christian Beedgen, a member of our board of directors, and entities affiliated with Accel, DFJ, Greylock, Institutional Venture Partners, Sapphire Ventures, and Sutter Hill Ventures are party to the right of first refusal and co-sale agreement. Joseph Ansanelli, a member of our board of directors, is affiliated with Greylock. Michael L. Speiser, a former member of our board of directors, is affiliated with Sutter Hill Ventures.

³³  See the section titled “Description of Capital Stock—Registration Rights” for additional information.

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Voting Agreement

We are party to an amended and restated voting agreement, dated as of May 1, 2019, under which certain holders of our capital stock, including entities affiliated with affiliated with Accel, DFJ, Greylock, Institutional Venture Partners, Sapphire Ventures, and Sutter Hill Ventures, have agreed to vote their shares of our capital stock on certain matters, including with respect to the election of directors. Upon completion of this offering, the voting agreement will terminate and none of our stockholders will have any special rights regarding the election or designation of members of our board of directors. Ramin Sayar, our president, chief executive officer, and a member of our board of directors, and entities affiliated with Mr. Sayar, and Christian Beedgen, a member of our board of directors, are party to the voting agreement. Joseph Ansanelli, a member of our board of directors, is affiliated with Greylock. Michael L. Speiser, a former member of our board of directors, is affiliated with Sutter Hill Ventures.

Transactions with Barracuda Networks

BJ Jenkins, a member of our board of directors, is the President and Chief Executive Officer of Barracuda Networks, Inc., or Barracuda. We are party to a Master Services Agreement with Barracuda. During fiscal 2019, we received service fees in the amount of $0.2 million from Barracuda. During fiscal 2020, we received service fees in the amount of $0.3 million from Barracuda. During the three months ended April 30, 2020, we received service fees in the amount of $0.5 million from Barracuda.

Tender Offer

In July 2019, we facilitated a tender offer whereby certain existing stockholders, including entities affiliated with Institutional Venture Partners and Sapphire Ventures, commenced a tender offer to purchase shares of our common stock from certain of our securityholders for $12.11683 per share in cash. An aggregate of 1,686,446 shares of our common stock were tendered by all participating stockholders pursuant to the tender offer for an aggregate purchase price of $20.4 million. Ramin Sayar, our chief executive officer and a member of our board of directors, Steven Fitz, our chief revenue officer, and Christian Beedgen, a member of our board of directors, sold shares of our common stock in the tender offer along with other participating stockholders.

Other Transactions

We have granted stock options and RSUs to our executive officers and certain of our directors.³⁴

We have entered into change in control severance agreements with certain of our executive officers that, among other things, provides for certain severance and change in control benefits.³⁵

Other than as described above under this section titled “Certain Relationships and Related Party Transactions,” since February 1, 2016, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties.

³⁴  See the sections titled “Executive Compensation—Outstanding Equity Awards at Year-End” and “Management—Non-Executive Officer Director Compensation” for additional information.

³⁵  See the section titled “Executive Compensation—Potential Payments upon Termination or Change in Control” for additional information.

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Limitation of Liability and Indemnification of Officers and Directors

We expect to adopt an amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, and which will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law.

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 the following:

• any breach of their duty of loyalty to our company or our stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

• any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, we expect to adopt amended and restated bylaws, which will become effective immediately prior to the completion of this offering, and which will provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws are expected to provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws will also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are expected to be included in our amended and restated certificate of incorporation, amended and restated bylaws and in indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive 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 executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or

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proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement will provide for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, 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.

Policies and Procedures for Related Party 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 common stock, 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 capital stock as of                     , or the Beneficial Ownership Date, 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 thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.

We have based our calculation of the percentage of beneficial ownership prior to this offering on                      shares of our common stock (including the shares of redeemable convertible preferred stock that will automatically convert into shares of common stock in connection with the Capital Stock Conversion) outstanding as of the Beneficial Ownership Date. We have based our calculation of the percentage of beneficial ownership after this offering on                      shares of our common stock issued by us in our initial public offering and                      shares of common stock outstanding immediately after the completion of this offering, assuming that the underwriters will not exercise their over-allotment option to purchase up to an additional                      shares of our common stock from us in full. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of the Beneficial Ownership Date or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of the Beneficial Ownership Date to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. 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 listed in the table below is c/o Sumo Logic, Inc., 305 Main Street, Redwood City, California 94063.

	Number of Shares Beneficially Owned(1)		Percentage of Shares Beneficially Owned
Name of Beneficial Owner			Before the Offering		After the Offering
Ramin Sayar(1)				%
Sydney Carey(2)				%
Steven Fitz(3)				%
Joseph Ansanelli				%
Christian Beedgen(4)				%
Sandra E. Bergeron(5)				%
Randy S. Gottfried(6)				%
William D. (BJ) Jenkins, Jr.(7)				%
Charles J. Robel(8)				%
All executive officers and directors as a group (11 persons)(9)				%
5% Stockholders:
Entities affiliated with Greylock(10)		18,983,932		%
Entities affiliated with Sapphire Ventures(11)		5,948,005		%

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	Number of Shares Beneficially Owned(1)		Percentage of Shares Beneficially Owned
Name of Beneficial Owner			Before the Offering		After the Offering
Entities affiliated with Accel(12)		5,720,160		%
Entities affiliated with Institutional Venture Partners(13)		4,670,329		%
Entities affiliated with DFJ(14)		4,288,267		%
Sutter Hill Ventures, a California Limited Partnership(15)		3,717,272		%

* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.

(1) Consists of (i) 173,913 shares held of record by Mr. Sayar, (ii) 14,856 shares held of record by The Sayar Family Trust, for which Mr. Sayar serves as co-trustee, (iii) 54,883 shares held of record by the 2011 Sayar Family Trust, for which Kevin and Alison Sayar serve as co-trustees, and (iv)                      shares subject to stock options exercisable within 60 days of                     .

(2) Consists of (i) 150,000 shares held of record by Ms. Carey and (ii)                      shares subject to stock options exercisable within 60 days of                     .

(3) Consists of                      shares subject to stock options exercisable within 60 days of                     .

(4) Consists of (i) 1,845,201 shares held of record by Mr. Beedgen and (ii)                      shares subject to stock options exercisable within 60 days of                     .

(5) Ms. Bergeron was appointed to our board of directors in March 2020.

(6) Consists of                      shares subject to stock options exercisable within 60 days of                     .

(7) Consists of 258,000 shares held of record by The Jenkins 2013 Revocable Trust UAD 10/04/13, for which Mr. Jenkins serves as co-trustee.

(8) Consists of                      shares subject to stock options exercisable within 60 days of                     .

(9) Consists of (i) 2,496,853 shares beneficially owned by our executive officers and directors and (ii)                      shares subject to stock options held by our executive officers and directors exercisable within 60 days of                     .

(10) Consists of (i) 16,919,622 shares of common stock held by Greylock XIII Limited Partnership, or Greylock XIII, (ii) 1,523,268 shares of common stock held by Greylock XIII-A Limited Partnership, or Greylock XIII-A, and (iii) 541,042 shares of common stock held by Greylock XIII Principals LLC, or Greylock XIII Principals. Greylock VIII GP LLC, or Greylock XIII GP, is the General Partner of Greylock XIII and Greylock XIII-A. Greylock Management Corporation, or Greylock Management, is the sole member of Greylock XIII Principals. Greylock XIII GP may be deemed to have voting and dispositive power over the shares held by Greylock XIII and Greylock XIII-A. Greylock Management may be deemed to have voting and dispositive power over the shares held by Greylock XIII Principals. William W. Helman, Aneel Bhusri, Donald A. Sullivan, and David Sze are Senior Managing Members of Greylock XIII GP and the directors of Greylock Management. Mr. Bhusri does not have voting or investment power over the shares held by Greylock XIII Principals. The address for each of these persons and entities is 2550 Sand Hill Road, Suite 200, Menlo Park, California 94025.

(11) Consists of (i) 3,945,571 shares of common stock held by Sapphire Ventures Fund II, L.P. and (ii) 1,993,580 shares of common stock held by Sapphire Ventures Fund III, L.P. (collectively referred to with Sapphire Ventures Fund II, L.P. as the Sapphire Funds). The securities held by the Sapphire Funds may be deemed to be beneficially owned by (i) Sapphire Ventures (GPE) II, L.L.C. or Sapphire Ventures (GPE) III, L.L.C. (collectively referred to as the Sapphire General Partners), the general partners of the Sapphire Funds, and (ii) Nino Marakovic, the controlling managing member of the Sapphire General Partners. The address for each of this person and these entities is 3408 Hillview Avenue, Bldg. 5, Palo Alto, CA 94304.

(12) Consists of (i) 4,882,158 shares of common stock held by Accel XI L.P., (ii) 471,340 shares of common stock held by Accel Investors 2012 L.L.C., and (iii) 366,662 shares of common stock held by Accel XI Strategic Partners L.P. Accel XI Associates L.L.C. is the general partner of each of Accel XI L.P. and Accel XI Strategic Partners L.P., which together are referred to as the Accel XI Entities, and has the sole voting and investment power with respect to the shares held by the Accel XI Entities. Accel XI Associates L.L.C. has sole voting and dispositive power with regard to the shares held by the Accel XI Entities. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, and Richard P. Wong are the Managing Members of Accel XI Associates L.L.C. and Accel Investors 2012 L.L.C. and therefore share voting and investment powers. The address for each of these entities is 500 University Avenue, Palo Alto, CA 94301.

(13) Consists of (i) 4,645,617 shares of common stock held by Institutional Venture Partners XV, L.P., or IVP XV, and (ii) 24,712 shares of common stock held by Institutional Venture Partners XV Executive Fund, L.P., or IVP Executive Fund. Institutional Venture Management XV LLC is the general partner of IVP XV and IVP Executive Fund. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV LLC and share voting and dispositive power over the shares held by IVP XV and IVP Executive Fund. The address for each of these entities is c/o Institutional Venture Partners, 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, California 94025.

(14) Consists of (i) 4,060,988 shares of common stock held by DFJ Growth 2013, L.P., or DFJ Growth 2013, and (ii) 227,279 shares of common stock held by DFJ Growth 2013 Parallel Fund, LLC, or DFJ Growth 2013 Parallel Fund. The general partner of DFJ Growth 2013 is DFJ Growth 2013 Partners, LLC, or DFJ Growth 2013 GP, and DFJ Growth 2013 GP is controlled by Mark W. Bailey, John H.N. Fisher, Randall S. Glein, and Barry M. Schuler. The managing members of DFJ Growth 2013 Parallel Fund are Mark W. Bailey, John H.N. Fisher, Randall S. Glein, and Barry M. Schuler. The address for each of these persons and entities is 2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025.

(15) Voting and investment authority over the shares held by Sutter Hill Ventures, a California Limited Partnership, or SHV, are shared by members of the management committee of the general partner of SHV, which consists of Tench Coxe, Stefan A. Dyckerhoff, Samuel J. Pullara III, Michael L. Speiser, and James N. White. The address for SHV is 755 Page Mill Road, Suite A-200, Palo Alto, California 94304.

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DESCRIPTION OF CAPITAL STOCK

General

The following description summarizes certain important terms of our capital stock, as they are expected to be in effect immediately prior to the completion of this offering. We expect to adopt an amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the completion of this offering, and this description summarizes the provisions that are expected to be included in such documents. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section titled “Description of Capital Stock,” you should refer to our amended and restated certificate of incorporation, amended and restated bylaws, and IRA, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law. Immediately following the completion of this offering, our authorized capital stock will consist of                      shares of capital stock, $0.0001 par value per share, of which:

•                      shares are designated as common stock; and

•                      shares are designated as preferred stock.

Assuming the conversion of all outstanding shares of our redeemable convertible preferred stock into shares of our common stock in connection with the Capital Stock Conversion, as of April 30, 2020, there were 83,041,905 shares of our common stock outstanding, held by 473 stockholders of record, and no shares of our preferred stock outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors will have the authority, without stockholder approval except as required by the listing standards of                     , to issue additional shares of our capital stock.

Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock 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.³⁶

Voting Rights

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation establishes a classified board of directors that is divided into three classes with staggered three-year terms. Only the directors in one class will be subject to election by a plurality of the votes cast at each annual meeting of stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

If we become subject to a liquidation, dissolution, or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating

³⁶  See the section titled “Dividend Policy” for additional information.

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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.

Fully Paid and Non-Assessable

In connection with this offering, our legal counsel will opine that the shares of our common stock to be issued in this offering will be fully paid and non-assessable.

Preferred Stock

After the completion of this offering, no shares of our preferred stock will be outstanding. Pursuant to our amended and restated certificate of incorporation that will become effective immediately prior to the completion of this offering, our board of directors will have the authority, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

Options

As of April 30, 2020, we had outstanding options to purchase an aggregate of 28,174,550 shares of our common stock, with a weighted-average exercise price of $4.10 per share, under our equity plans.

RSUs

As of April 30, 2020, we had 2,804,800 outstanding RSUs covering shares of our common stock under our 2010 Plan. Our RSUs generally vest when both a “service-based requirement” and a “liquidity event requirement” are satisfied. For the majority of RSUs under our 2010 Plan, the service-based requirement will be satisfied as to 25% of the total number of shares of our common stock underlying the RSUs on March 15, 2021, and as to an additional 1/16th of the total number of shares of our common stock underlying the RSUs on each quarterly vesting date thereafter, subject to continued service through each such vesting date; provided, however, the RSUs will not vest until the occurrence of a liquidity event, at which time the original vesting schedule will apply. A quarterly vesting date is the first trading day on or after each of March 15, June 15, September 15, and December 15. The liquidity event requirement will be satisfied, subject to continued service on the date the liquidity event occurs, on the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision described in the applicable award agreement following the effective date of the registration statement of which this prospectus forms a part and (ii) the date of a “change in control” (as defined in the applicable award agreement); provided, however, that a change in control in which the consideration received by holders of our capital stock is not cash or marketable securities will not be considered a liquidity event for purposes of the award.

Warrants

As of April 30, 2020, we had outstanding warrants to purchase 13,708 shares of our Series E redeemable convertible preferred stock, 8,038 shares of our Series F redeemable convertible preferred stock, and 10,530 shares

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of our Series G redeemable convertible preferred stock. Upon the closing of this offering, these warrants may remain outstanding. If outstanding upon the closing of this offering, these warrants shall become warrants to purchase shares of our common stock. The holders of 32,276 shares issuable upon exercise of these warrants are entitled to registration rights under our IRA as described in greater detail below under “—Registration Rights.”

Registration Rights

After the completion of this offering, certain holders of our common stock will be entitled to rights with respect to the registration of their shares under the Securities Act. These registration rights are contained in our IRA. We and certain holders of our preferred stock are parties to our IRA. The registration rights set forth in our IRA will expire five years following the completion of this offering, or, with respect to any particular stockholder, when such stockholder is able to sell all of its shares pursuant to Rule 144 of the Securities Act during any 90-day period. We will pay the registration expenses (other than underwriting discounts and commissions) of the holders of the shares registered pursuant to the registrations described below. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. We expect that our stockholders will waive their rights under our IRA (i) to receive notice of this offering and (ii) to include their registrable shares in this offering. In addition, in connection with this offering, we expect that each stockholder that has registration rights will agree not to sell or otherwise dispose of any securities without the prior written consent of us and the underwriters for a period of 180 days after the date of this prospectus, subject to certain terms and conditions.³⁷

Demand Registration Rights

After the completion of this offering, the holders of up to 63,761,950 shares of our common stock will be entitled to certain demand registration rights. At any time beginning six months after the effective date of this offering, the holders of at least 20% of these shares then outstanding can request that we register the offer and sale of their shares. Such request for registration must cover securities, the anticipated aggregate public offering price of which, before payment of underwriting discounts and commissions, is at least $20,000,000. We are obligated to effect only two such registrations. If we determine that it would be seriously detrimental to us and our stockholders to effect such a demand registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days.

Piggyback Registration Rights

After the completion of this offering, if we propose to register the offer and sale of our common stock under the Securities Act, in connection with the public offering of such common stock the holders of up to 63,761,950 shares of our common stock will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to (i) a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered; (ii) a registration related to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act; or (iii) a registration on any registration form which does not include substantially the same information as would be required to be included in a registration statement covering the public offering of our common stock, the holders of these shares are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.

S-3 Registration Rights

After the completion of this offering, the holders of up to 63,761,950 shares of our common stock will be entitled to certain Form S-3 registration rights. The holders of at least 20% of these shares then outstanding may

³⁷  See the sections titled “Shares Eligible for Future Sale—Lock-Up Arrangements” and “Underwriters” for additional information.

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make a written request that we register the offer and sale of their shares on a registration statement on Form S-3 if we are eligible to file a registration statement on Form S-3 so long as the request covers securities the anticipated aggregate public offering price of which, before payment of underwriting discounts and commissions, is at least $1,000,000. These stockholders may make an unlimited number of requests for registration on Form S-3; however, we will not be required to effect a registration on Form S-3 if we have effected two such registrations within the 12-month period preceding the date of the request. Additionally, if we determine that it would be seriously detrimental to us and our stockholders to effect such a registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days.

Anti-Takeover Provisions

Certain provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, which are summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We will be governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

• the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors prior to the time that the stockholder became 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 shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

In general, Section 203 defines a “business combination” to include mergers, asset sales, and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing changes in control of our company.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions

Our amended and restated certificate of incorporation and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will include a number of provisions that

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could deter hostile takeovers or delay or prevent changes in control of our board of directors or management team, including the following:

Board of Directors Vacancies

Our amended and restated certificate of incorporation and amended and restated bylaws will authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make it more difficult to change the composition of our board of directors and will promote continuity of management.

Classified Board

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board of directors is classified into three classes of directors. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors.³⁸

Stockholder Action; Special Meeting of Stockholders

Our amended and 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, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our amended and restated bylaws will further provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairperson 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 controlling a majority of our capital stock to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

No Cumulative Voting

The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.

Directors Removed Only for Cause

Our amended and restated certificate of incorporation will provide that stockholders may remove directors only for cause.

³⁸  See the section titled “Management—Classified Board of Directors” for additional information.

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Amendment of Charter Provisions

Any amendment of the above provisions in our amended and restated certificate of incorporation would require approval by holders of at least                     % of our then outstanding capital stock.

Issuance of Undesignated Preferred Stock

Our board of directors will have the authority, without further action by our stockholders, to issue up to                          shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means.

Exclusive Forum

Our amended and restated bylaws will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders; (iii) any action arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws; or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be 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), in all cases subject to the court having jurisdiction over indispensable parties named as defendants. Our amended and restated bylaws further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaints asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to this provision. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be                     . The transfer agent and registrar’s address is                     .

Limitations of Liability and Indemnification

See the section titled “Certain Relationships and Related Party Transactions—Limitation of Liability and Indemnification of Officers and Directors.”

Listing

We intend to apply for the listing of our common stock on                      under the symbol “SUMO”.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares of our common stock will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Following the completion of this offering, based on the number of shares of our capital stock outstanding as of                     , we will have a total of                      shares of our common stock outstanding. Of these outstanding shares, all                      shares of our 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, would only be able to be sold in compliance with the Rule 144 limitations described below.

The remaining outstanding shares of our common stock will be, and shares underlying outstanding RSUs and shares subject to stock options or warrants will be upon issuance, deemed “restricted securities” as defined in Rule 144 under the Securities Act. 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 under the Securities Act, which rules are summarized below. As a result of the lock-up agreements described below and the provisions of our IRA described in the section titled “Description of Capital 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:

• beginning on the date of this prospectus, all                      shares of our common stock sold in this offering will be immediately available for sale in the public market; and

• beginning 181 days after the date of this prospectus (subject to the terms of the lock-up agreements described below) all remaining shares will become eligible for sale in the public market, of which                      shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below.

Lock-Up Arrangements

We and our directors, executive officers, and holders of substantially all of our outstanding stock, stock options, and other securities convertible into or exchangeable or exercisable for our common stock have entered or will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC and subject to certain exceptions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; (ii) file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or (iii) enter into any hedging, swap, or other arrangement or transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise; provided that if (i) at least 120 days have elapsed since the date of this prospectus, (ii) we have publicly released our earnings results for the quarterly period during which this offering

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occurred, and (iii) such restricted period is scheduled to end during or within five trading days prior to a blackout period, such restricted period will end 10 trading days prior to the commencement of such blackout period.³⁹

In addition, our executive officers, directors, and holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into agreements with market standoff provisions with us under which they have agreed that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, they will not, without our or Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC’s prior written consent, dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our common stock. In the event that the restricted period under the lock-up agreements with the underwriters is subject to early termination in accordance with the terms of the lockup agreements, as more fully described in the section titled “Underwriters,” we would not expect to enforce such market standoff provisions from and after the early termination of such restricted period.

Rule 144

In general, Rule 144 provides that once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act 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 of our common stock proposed to be sold for at least six months 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, Rule 144 provides that our affiliates or persons selling shares of our common stock on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period, a number of shares of our common stock that does not exceed the greater of:

• 1% of the number of shares of our capital stock then outstanding, which will equal                      shares immediately after the completion of 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 of our common stock made in reliance upon Rule 144 by our affiliates or persons selling shares of our common stock 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 capital 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 to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

Registration Rights

Pursuant to our IRA, after the completion of this offering, the holders of up to 63,761,950 shares of our common stock, or certain transferees, will be entitled to certain rights with respect to the registration of the offer

³⁹  See the section titled “Underwriters” for additional information.

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and sale of those shares under the Securities Act.⁴⁰ If the offer and sale of these shares of our common stock are registered, the shares will be freely tradable without restriction under the Securities Act, subject to the Rule 144 limitations applicable to affiliates, and a large number of shares may be sold into the public market.

Registration Statement

We intend to file a registration statement on Form S-8 under the Securities Act promptly after the effectiveness of the registration statement of which this prospectus forms a part to register shares of our common stock subject to RSUs and options outstanding, as well as reserved for future issuance, under our equity compensation plans. The registration statement on Form S-8 is expected to become effective immediately upon filing, and shares of our common stock covered by the registration statement will then become eligible for sale in the public market, subject to the Rule 144 limitations applicable to affiliates, vesting restrictions, and any applicable lock-up agreements.⁴¹

⁴⁰  See the section titled “Description of Capital Stock—Registration Rights” for additional information.

⁴¹  See the section titled “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income tax consequences to certain non-U.S. holders (as defined below) of the ownership and disposition of our common stock but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings, and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below.

This summary does not address the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under U.S. federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable to a non-U.S. holder’s particular circumstances or non-U.S. holders that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions (except to the extent specifically set forth below), regulated investment companies, or real estate investment trusts;

• persons subject to the alternative minimum tax or Medicare contribution tax on net investment income;

• tax-exempt organizations or governmental organizations;

• pension plans or tax-exempt retirement plans;

• controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax;

• brokers or dealers in securities or currencies;

• traders in securities or other persons that elect to use a mark-to-market method of accounting for their holdings in our stock;

• persons that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

• U.S. expatriates and certain former citizens or long-term residents of the United States;

• partnerships or entities classified as partnerships for U.S. federal income tax purposes or other pass-through entities (and investors therein);

• persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk reduction transaction or integrated investment;

• persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

• persons 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” (as defined in Section 451(b) of the Code);

• persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code; or

• persons deemed to sell our common stock under the constructive sale provisions of the Code.

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In addition, if a partnership or entity classified as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their tax advisors.

You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership, and disposition of our common stock arising under the U.S. federal gift or estate tax rules or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.

Non-U.S. Holder Defined

For purposes of this discussion, you are a non-U.S. holder if you are any holder that is not a partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes) and are not any of the following:

• an individual who is a citizen or resident of the United States (for U.S. federal income tax purposes);

• a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof or other entity treated as such for U.S. federal income tax purposes;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “U.S. persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a U.S. person.

Distributions

As described in “Dividend Policy,” we have never declared or paid cash dividends on our capital stock and do not anticipate paying any dividends on our capital stock in the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock as described below under “—Gain on Disposition of Our Common Stock.”

Except as otherwise described below in the section on effectively connected income, and below under “—Backup Withholding and Information Reporting” and “—FATCA,” any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. If we or another withholding agent apply over-withholding or if a non-U.S. holder does not timely provide us with the required certification, the non-U.S. holder may be entitled to a refund or credit of any excess tax withheld by timely filing an appropriate claim with the IRS.

In order to receive a reduced treaty rate, you must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate version of IRS Form W-8, including any required attachments and your taxpayer identification number, certifying qualification for the reduced rate; additionally, you will be required to update such Forms and certifications from time to time as required by law. If you are eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts

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withheld by timely filing an appropriate claim for refund with the IRS. If you hold our stock through a financial institution or other agent acting on your behalf, you will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries. You should consult your tax advisor regarding entitlement to benefits under any applicable income tax treaties.

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by you in the United States) are generally exempt from such withholding tax. In order to obtain this exemption, you must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8, including any required attachments and your taxpayer identification number, certifying qualification for the reduced rate; additionally you will be required to update such forms and certifications from time to time as required by law. Such effectively connected dividends, although not subject to withholding tax, are includable on your U.S. income tax return and taxed to you at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. If you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. You should consult your tax advisor regarding any applicable tax treaties that may provide for different rules.

Gain on Disposition of Our Common Stock

Except as otherwise described below under “—Backup Withholding and Information Reporting” and “—FATCA,” you generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

• the gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment maintained by you in the United States);

• you are a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and other conditions are met; or

• our common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, you own, or are treated as owning, more than 5% of our common stock at any time during the foregoing period.

We believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as U.S. real property interests only if you actually or constructively hold more than five percent of such regularly traded common stock at any time during the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock.

If you are a non-U.S. holder described in the first bullet above, you will generally be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates (and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a 30% rate),

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unless otherwise provided by an applicable income tax treaty. If you are a non-U.S. holder described in the second bullet above, you will generally be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, which may be offset by U.S. source capital losses for the year (provided you have timely filed U.S. federal income tax returns with respect to such losses). You should consult your tax advisor regarding any applicable income tax or other treaties that may provide for different rules.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends or of proceeds on the disposition of stock made to you may be subject to information reporting and backup withholding at a current rate of 24% unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E, or another appropriate version of IRS Form W-8. Any documentation provided to an applicable withholding agent may need to be updated in certain circumstances.

Information reporting and backup withholding generally will apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding 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 foreign broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

FATCA

The Foreign Account Tax Compliance Act and the rules and regulations promulgated thereunder, or collectively, FATCA, generally impose U.S. federal withholding tax at a rate of 30% on dividends on and the gross proceeds from a sale or other disposition of our common stock paid to a “foreign financial institution” (as specially defined under these rules), unless otherwise provided by the Treasury Secretary or such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on and the gross proceeds from a sale or other disposition of our common stock paid to a “non-financial foreign entity” (as specially defined for purposes of these rules) unless otherwise provided by the Treasury Secretary or such entity provides the withholding agent with a certification identifying certain substantial direct and indirect U.S. owners of the entity, certifies that there are none, or otherwise establishes and certifies to an exemption. The withholding provisions under FATCA generally apply to dividends on our common stock. The Treasury Secretary has issued proposed regulations providing that the withholding provisions under FATCA do not apply with respect to the gross proceeds from a sale or other disposition of our

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common stock, which may be relied upon by taxpayers until final regulations are issued. An intergovernmental agreement between the United States and your country of tax residence may modify the requirements described in this paragraph. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation on their investment in our common stock.

Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state, and local and non-U.S. tax consequences of purchasing, holding, and disposing of our common stock, including the consequences of any proposed change in applicable laws.

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UNDERWRITERS

Under the terms and subject to the conditions in an underwriting agreement to be dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and Jefferies LLC will act as representatives, will severally agree to purchase, and we will agree to sell to them, severally, the number of shares of common stock indicated below:

Name	Number of Shares
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
Jefferies LLC
William Blair & Company, L.L.C.
Cowen and Company, LLC
Piper Sandler & Co.
BTIG, LLC
Total:

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters will offer the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement will provide that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters will be obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters will not be required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

We will grant to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                      additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds, before expenses, to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase up to an additional                      shares of common stock.

		Total
	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us	$	$	$
Proceeds, before expenses, to us	$	$	$

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $                    . We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority up to $                    .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We intend to apply to list our common stock on                      under the trading symbol “SUMO”.

We and our directors, executive officers, and the holders of substantially all of our outstanding stock, stock options, and other securities convertible into or exchangeable or exercisable for our common stock have agreed that, 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, we and they will not, and will not publicly disclose an intention to, during the period ending on and including the 180th day after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

• file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

• enter into any hedging, swap, or other arrangement or transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash, or otherwise. In addition, we and each such person agrees that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

With respect to the lock-up agreements that have been or will be entered into by our directors, executive officers, and holders of substantially all of our outstanding stock, stock options, and other securities convertible into or exchangeable or exercisable for our common stock, the restrictions described in the immediately preceding paragraph do not apply:

(a) to transactions relating to shares of common stock or other securities acquired (1) from the underwriters in this offering or (2) in open market transactions after the completion of this offering; provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made during the restricted period in connection with subsequent sales of common stock or other securities acquired in this offering or in such open market transactions;

(b) to transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock by will or interstate succession upon the death of the lock-up signatory, including to the transferee’s nominee or custodian;

(c) to transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock as a bona fide gift, charitable contribution or for bona fide estate planning purposes;

(d) (1) to transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock to an immediate family member or any trust for the direct or indirect

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benefit of the of the lock-up signatory or the immediate family of the lock-up signatory or (2) to transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock not involving a change in beneficial ownership;

(e) to transfers or distributions of shares of common stock or any security convertible into or exercisable or exchangeable for common stock by a stockholder that is a trust to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

(f) if the lock-up signatory is a corporation, partnership, limited liability company, trust, or other business entity, (1) to distributions of shares of common stock or any security convertible into or exercisable or exchangeable for common stock to partners (general or limited), members, managers, stockholders, or holders of similar equity interests in the lock-up signatory (or in each case its nominee or custodian) or (2) to transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock to another corporation, partnership, limited liability company, trust, or other business entity (or in each case its nominee or custodian) that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the lock-up signatory, or to any investment fund or other entity controlled or managed by the lock-up signatory or affiliates of the lock-up signatory;

(g) to transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; provided that any filing required by Section 16(a) of the Exchange Act will clearly indicate in the footnotes thereto that such transfer is being made pursuant to the circumstances described in this clause (g) and such shares remain subject to the term of the lock-up agreement; provided further that no other public announcement or filing will be required or voluntarily made during the restricted period;

(h) (1) to the receipt by the lock-up signatory from us of shares of common stock upon the exercise, vesting, or settlement of options, RSUs, or other equity awards granted under an equity incentive plan or other equity award arrangement, which plan or arrangement is described in this prospectus, or warrants, or (2) transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock for the purposes of exercising or settling (including any transfer for the payment of tax withholdings or remittance payments due as a result of such vesting, settlement, or exercise) on a “net exercise” or “cashless” basis options, RSUs, or other rights to purchase shares of common stock, including any transfer of shares of common stock necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of the vesting, settlement, or exercise of such options, RSUs, or other rights, in all such cases, pursuant to equity awards granted under an equity incentive plan or other equity award arrangement, which plan or arrangement is described in this prospectus, or warrants, provided that in the case of either (1) or (2), (A) any shares of common stock received as a result of such exercise, vesting, or settlement will remain subject to the terms of the lock-up agreement and (B) no filing under Section 16(a) of the Exchange Act or other public announcement or filing shall be required or shall be voluntarily made within 75 days after the date of this offering, and after such 75^th day, if the lock-up signatory is required to file a report under Section 16(a) of the Exchange Act during the restricted period, the lock-up signatory shall include a statement in such report to the effect that (1) such transfer relates to the circumstances described in this clause (h), (2) no shares were sold by such reporting person, and (3) the shares of common stock received upon such vesting, settlement or exercise are subject to the terms of the lock-up agreement;

(i) to transfers to us of shares of common stock or any security convertible into or exercisable or exchangeable for common stock in connection with the repurchase by us from the lock-up signatory of shares of common stock or any security convertible into or exercisable or exchangeable for common stock pursuant to a repurchase right arising in connection with the termination of the lock-up

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signatory’s employment with or provision of services to us; provided that any public announcement or filing under Section 16(a) of the Exchange Act will clearly indicate in the footnotes thereto that such transfer is being made pursuant to the circumstances described in this clause (i);

(j) to transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock in connection with a change of control of us after the completion of this offering that has been approved by our board of directors;

(k) (1) to the conversion of outstanding redeemable convertible preferred stock into shares of common stock in connection with the consummation of this offering or (2) any conversion or reclassification of common stock as described in the this prospectus or the registration statement of which this prospectus forms a part; provided that any filing required by Section 16(a) of the Exchange Act will clearly indicate in the footnotes thereto that such transfer is being made pursuant to the circumstances described in this clause (k); or

(l) to establishing a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock; provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the lock-up signatory or us regarding the establishment of such plan, such announcement or filing will include a statement to the effect that no transfer of common stock may be made under such plan during the restricted period;

provided that (i) in the case of any transfer or distribution pursuant to clauses (b)-(g), each donee, distributee, transferee, or acquirer shall sign and deliver a lock-up agreement; and (ii) in the case of any transfer or distribution pursuant to clauses (b)-(f), (x) no filing under Section 16(a) of the Exchange Act or other public announcement reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be voluntarily made during the restricted period and (y) such transfer or disposition shall not involve a disposition for value.

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. The restricted period is also subject to early termination if (i) at least 120 days have elapsed since the date of this prospectus; (ii) we have publicly released our earnings results for the quarterly period during which this offering occurred; and (iii) such restricted period is scheduled to end during or within five trading days prior to a blackout period, in which case the restricted period will end 10 trading days prior to the commencement of such blackout period.

In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

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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 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 or their respective affiliates are customers of ours and engage in transactions with us or our affiliates in the ordinary course of business. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price are our future prospects and those of our industry in general, our sales, earnings, and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each, a Relevant Member State, an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

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(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or FSMA) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Canada

The shares of common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

Shares of our common stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance

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(Cap. 32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation, or document relating to shares of our common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of our common stock may not be circulated or distributed, nor may the shares of our common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, or the SFA, Chapter 289 of Singapore (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where shares of our common stock are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired shares of our common stock under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer; or (iii) by operation of law.

Solely for purposes of the notification requirements under Section 309B(1)(c) of the SFA, Chapter 289 of Singapore. The shares are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) 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), or 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.

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For Qualified Institutional Investors, or 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.

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LEGAL MATTERS

Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California, which has acted as our counsel in connection with this offering, will pass upon the validity of the shares of our common stock being offered by this prospectus. The underwriters have been represented by Davis Polk & Wardwell, LLP, Menlo Park, California.

EXPERTS

The financial statements as of January 31, 2019 and 2020 and for each of the three years in the period ended January 31, 2020 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Jask Labs Inc. as of December 31, 2018 and October 25, 2019 and for the year ended December 31, 2018 and the period ended October 25, 2019 included in this prospectus have been so included in reliance on the report of Armanino LLP, an independent public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have submitted with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements, and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. We also maintain a website at www.sumologic.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES

In addition to our financial information presented in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the following non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, may be helpful to investors because they provide consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. The non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as analytical tools, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies. 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. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, excluding stock-based compensation expense recorded to cost of revenue and amortization of acquired intangible assets. We use non-GAAP gross profit and non-GAAP gross margin in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Non-GAAP gross profit	$	45,558		$	75,001		$	113,306		$	23,727		$	34,543
Non-GAAP gross margin		67	%		72	%		73	%		73	%		73	%

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The following tables provide a reconciliation of non-GAAP gross profit and non-GAAP gross margin to the most comparable GAAP measures, gross profit and gross margin, respectively, for each of the periods presented:

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Revenue	$	67,828		$	103,642		$	155,056		$	32,456		$	47,202
Gross profit	$	45,390		$	74,632		$	110,558		$	23,627		$	32,776
Add: Stock-based compensation expense		76			52			179			21			62
Add: Amortization of acquired intangible assets		92			317			2,569			79			1,705
Non-GAAP gross profit	$	45,558		$	75,001		$	113,306		$	23,727		$	34,543
Gross margin		67	%		72	%		71	%		73	%		69	%
Non-GAAP gross margin		67	%		72	%		73	%		73	%		73	%

	Three Months Ended
	Apr. 30, 2018			Jul. 31, 2018			Oct. 31, 2018			Jan. 31, 2019			Apr. 30, 2019			Jul. 31, 2019			Oct. 31, 2019			Jan. 31, 2020			April 30, 2020
	(dollars in thousands)
Revenue	$	21,361		$	24,965		$	26,959		$	30,357		$	32,456		$	37,776		$	40,513		$	44,311		$	47,202
Gross profit	$	14,795		$	17,915		$	19,891		$	22,031		$	23,627		$	28,666		$	29,301		$	28,964		$	32,776
Add: Stock-based compensation expense		9			11			14			18			21			25			50			83			62
Add: Amortization of acquired intangible assets		80			79			79			79			79			141			342			2,007			1,705
Non-GAAP gross profit	$	14,884		$	18,005		$	19,984		$	22,128		$	23,727		$	28,832		$	29,693		$	31,054		$	34,543
Gross margin		69	%		72	%		74	%		73	%		73	%		76	%		72	%		65	%		69	%
Non-GAAP gross margin		70	%		72	%		74	%		73	%		73	%		76	%		73	%		70	%		73	%

Non-GAAP Operating Loss and Non-GAAP Operating Margin

We define non-GAAP operating loss and non-GAAP operating margin as loss from operations and operating margin, respectively, excluding stock-based compensation expense, amortization of acquired intangible assets, acquisition-related expenses, and impairment of capitalized internal-use software. We use non-GAAP operating loss and non-GAAP operating margin in conjunction with GAAP financial measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Non-GAAP operating loss	$	(29,637	)	$	(41,279	)	$	(58,798	)	$	(11,802)		$	(16,684)
Non-GAAP operating margin		(44	)%		(40	)%		(38	)%		(36	)%		(35	)%

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The following tables provide a reconciliation of non-GAAP operating loss and non-GAAP operating margin to the most comparable GAAP measures, loss from operations and operating margin, respectively, for each of the periods presented:

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(dollars in thousands)
Revenue	$	67,828		$	103,642		$	155,056		$	32,456		$	47,202
Loss from operations	$	(32,559	)	$	(48,173	)	$	(93,095	)	$	(15,312	)	$	(23,456	)
Add: Stock-based compensation expense		2,830			6,577			22,034			3,431			5,067
Add: Amortization of acquired intangible assets		92			317			2,569			79			1,705
Add: Acquisition-related expenses		—			—			3,005			—			—
Add: Impairment of capitalized internal-use software		—			—			6,689			—			—
Non-GAAP operating loss	$	(29,637	)	$	(41,279	)	$	(58,798	)	$	(11,802	)	$	(16,684	)
Operating margin		(48	)%		(46	)%		(60	)%		(47	)%		(50	)%
Non-GAAP operating margin		(44	)%		(40	)%		(38	)%		(36	)%		(35	)%

	Three Months Ended
	Apr. 30, 2018			Jul. 31, 2018			Oct. 31, 2018			Jan. 31, 2019			Apr. 30, 2019			Jul. 31, 2019			Oct. 31, 2019			Jan. 31, 2020			April 30, 2020
	(dollars in thousands)
Revenue	$	21,361		$	24,965		$	26,959		$	30,357		$	32,456		$	37,776		$	40,513		$	44,311		$	47,202
Loss from operations	$	(11,957	)	$	(12,143	)	$	(11,638	)	$	(12,435	)	$	(15,312	)	$	(14,194	)	$	(29,303	)	$	(34,286	)	$	(23,456	)
Add: Stock-based compensation expense		1,342			2,129			1,463			1,643			3,431			3,402			9,728			5,473			5,067
Add: Amortization of acquired intangible assets		80			79			79			79			79			141			342			2,007			1,705
Add: Acquisition-related expenses		—			—			—			—			—			—			2,626			379			—
Add: Impairment of capitalized internal-use software		—			—			—			—			—			—			—			6,689			—
Non-GAAP operating loss	$	(10,535	)	$	(9,935	)	$	(10,096	)	$	(10,713	)	$	(11,802	)	$	(10,651	)	$	(16,607	)	$	(19,738	)	$	(16,684	)
Operating margin		(56	)%		(49	)%		(43	)%		(41	)%		(47	)%		(38	)%		(72	)%		(77	)%		(50	)%
Non-GAAP operating margin		(49	)%		(40	)%		(37	)%		(35	)%		(36	)%		(28	)%		(41	)%		(45	)%		(35	)%

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Free Cash Flow

We define free cash flow as cash used in operating activities less purchases of property and equipment and capitalized internal-use software. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors, and investors with information about our future ability to generate or use cash to enhance the strength of our balance sheet and further invest in our business and pursue potential strategic initiatives.

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands)
Free cash flow	$	(8,137	)	$	(23,671	)	$	(56,225	)	$	(7,980	)	$	(11,609	)

The following tables provide a reconciliation of free cash flow to the most comparable GAAP measure, cash used in operating activities, for each of the periods presented:

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
	(in thousands)
Cash used in operating activities	$	(6,528	)	$	(22,127	)	$	(48,569	)	$	(5,487	)	$	(11,123	)
Less: Capital expenditures		(429	)		(467	)		(2,068	)		(1,229	)		(15	)
Less: Capitalized internal-use software		(1,180	)		(1,077	)		(5,588	)		(1,264	)		(471	)
Free cash flow	$	(8,137	)	$	(23,671	)	$	(56,225	)	$	(7,980	)	$	(11,609	)
Cash used in investing activities	$	(2,959	)	$	(1,544	)	$	(23,385	)	$	(2,493	)	$	(486	)
Cash provided by financing activities	$	74,986		$	1,654		$	108,135		$	1,885		$	24,827

	Three Months Ended
	Apr. 30, 2018			Jul. 31, 2018			Oct. 31, 2018			Jan. 31, 2019			Apr. 30, 2019			Jul. 31, 2019			Oct. 31, 2019			Jan. 31, 2020			April 30, 2020
	(dollars in thousands)
Cash used in operating activities	$	(3,758	)	$	(7,509	)	$	(4,834	)	$	(6,026	)	$	(5,487	)	$	(10,055	)	$	(14,223	)	$	(18,804	)	$	(11,123	)
Less: Capital expenditures		(44	)		(36	)		(15	)		(372	)		(1,229	)		(442	)		(278	)		(119	)		(15	)
Less: Capitalized internal-use software		(356	)		—			—			(721	)		(1,264	)		(1,357	)		(1,671	)		(1,296	)		(471	)
Free cash flow	$	(4,158	)	$	(7,545	)	$	(4,849	)	$	(7,119	)	$	(7,980	)	$	(11,854	)	$	(16,172	)	$	(20,219)		$	(11,609)
Cash used in investing activities	$	(400	)	$	(36	)	$	(15	)	$	(1,093	)	$	(2,493	)	$	(2,729	)	$	(9,279	)	$	(8,884	)	$	(486	)
Cash provided by financing activities	$	190		$	464		$	491		$	509		$	1,885		$	106,616		$	1,101		$	(1,467	)	$	24,827

187

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

SUMO LOGIC, INC.

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Comprehensive Loss		F-5
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit		F-6
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

JASK LABS INC.

	Page
Independent Auditor’s Report		F-47
Balance Sheet		F-48
Statement of Operations		F-49
Statement of Redeemable Convertible Preferred Stock and Stockholders’ Deficit		F-50
Statement of Cash Flows		F-51
Notes to Financial Statements		F-52

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

	Page
Sumo Logic, Inc. Unaudited Pro Forma Condensed Combined Statement of Operations		F-72
Sumo Logic, Inc. Notes to Unaudited Pro Forma Condensed Combined Statement of Operations		F-74

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Sumo Logic, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sumo Logic, Inc. and its subsidiaries (the “Company”) as of January 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholders’ deficit, and of cash flows for each of the three years in the period ended January 31, 2020, including 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 as of January 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Jose, California

April 7, 2020

We have served as the Company’s auditor since 2015.

F-2

Sumo Logic, Inc.

Consolidated Balance Sheets

(in thousands, except for per share data)

	As of January 31,						As of April 30, 2020			Pro Forma as of April 30, 2020
	2019			2020
							(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	65,631		$	101,513		$	114,440
Accounts receivable		17,238			27,011			23,918
Prepaid expenses		5,041			6,305			3,642
Deferred sales commissions, current		6,983			8,884			9,103
Other current assets		1,128			1,604			1,302
Total current assets		96,021			145,317			152,405
Property and equipment, net		2,888			2,993			3,340
Goodwill		865			50,672			50,672
Acquired intangible assets, net		1,171			17,415			15,709
Deferred sales commissions, noncurrent		12,190			17,479			17,701
Other noncurrent assets		430			3,885			4,162
Total assets	$	113,565		$	237,761		$	243,989
Liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity
Current liabilities:
Accounts payable	$	3,667		$	6,151		$	7,574
Deferred revenue, current		60,518			85,715			87,274
Accrued expenses and other current liabilities		10,662			20,371			18,120
Total current liabilities		74,847			112,237			112,968
Long-term debt		—			—			24,250
Deferred revenue, noncurrent		5,549			2,970			1,513
Redeemable convertible preferred stock warrant liability		105			270			256		$	—
Other noncurrent liabilities		1,433			2,691			3,038
Total liabilities		81,934			118,168			142,025			141,769
Commitments and contingencies (Note 8)
Redeemable convertible preferred stock, $0.0001 par value—54,601, 65,901, and 65,901 shares authorized as of January 31, 2019 and 2020, and April 30, 2020 (unaudited), respectively; 53,776 shares issued and outstanding (liquidation value of $234,543) as of January 31, 2019 and 63,762 shares issued and outstanding (liquidation value of $344,542) as of January 31, 2020 and April 30, 2020 (unaudited); no shares issued and outstanding as of April 30, 2020, pro forma (unaudited)		234,095			340,167			340,167			—
Stockholders’ (deficit) equity:
Common stock, $0.0001 par value—100,000, 122,000, and 122,000 shares authorized as of January 31, 2019 and 2020 and April 30, 2020 (unaudited), respectively; 13,065, 18,984, and 19,280 shares issued and outstanding as of January 31, 2019, 2020, and April 30, 2020 (unaudited), respectively; 82,746 shares issued and outstanding as of April 30, 2020, pro forma (unaudited)		1			2			2			8
Additional paid-in-capital		22,989			97,131			103,195			445,927
Accumulated other comprehensive loss		(97	)		(213	)		(341	)		(341	)
Accumulated deficit		(225,357	)		(317,494	)		(341,059	)		(343,374	)
Total stockholders’ (deficit) equity		(202,464	)		(220,574	)		(238,203	)		102,220
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity	$	113,565		$	237,761		$	243,989		$	243,989

See Notes to Consolidated Financial Statements

F-3

Sumo Logic, Inc.

Consolidated Statements of Operations

(in thousands, except for per share data)

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
										(unaudited)
Revenue	$	67,828		$	103,642		$	155,056		$	32,456		$	47,202
Cost of revenue		22,438			29,010			44,498			8,829			14,426
Gross profit		45,390			74,632			110,558			23,627			32,776
Operating expenses:
Research and development		25,261			36,240			52,462			10,161			17,699
Sales and marketing		43,082			72,218			107,239			22,416			29,456
General and administrative		9,606			14,347			37,263			6,362			9,077
Impairment of capitalized internal-use software		—			—			6,689			—			—
Total operating expenses		77,949			122,805			203,653			38,939			56,232
Loss from operations		(32,559	)		(48,173	)		(93,095	)		(15,312	)		(23,456	)
Interest and other income, net		568			1,096			1,982			271			228
Interest expense		(19	)		(105	)		(123	)		(24	)		(159	)
Loss before provision for income taxes		(32,010	)		(47,182	)		(91,236	)		(15,065	)		(23,387	)
Provision for income taxes		425			607			901			189			178
Net loss	$	(32,435	)	$	(47,789	)	$	(92,137	)	$	(15,254	)	$	(23,565	)
Net loss per share attributable to common stockholders:
Basic and diluted	$	(2.92	)	$	(3.88	)	$	(6.18	)	$	(1.14	)	$	(1.28	)
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic and diluted		11,092			12,314			14,907			13,373			18,392
Pro forma net loss per share:
Basic and diluted (unaudited)							$	(1.21	)				$	(0.29	)
Weighted-average shares used in computing pro forma net loss per share:
Basic and diluted (unaudited)								76,234						82,154

See Notes to Consolidated Financial Statements

F-4

Sumo Logic, Inc.

Consolidated Statements of Comprehensive Loss

(in thousands)

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
										(unaudited)
Net loss	$	(32,435	)	$	(47,789	)	$	(92,137	)	$	(15,254	)	$	(23,565	)
Other comprehensive income (loss):
Foreign currency translation adjustments		269			(241	)		(116	)		(37	)		(128	)
Total comprehensive loss	$	(32,166	)	$	(48,030	)	$	(92,253	)	$	(15,291	)	$	(23,693	)

See Notes to Consolidated Financial Statements

F-5

Sumo Logic, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(in thousands)

	Redeemable Convertible Preferred Stock				Common Stock					Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares			Amount
Balance at February 1, 2017		44,587	$	159,991		10,696		$	1	$	9,563	$	(125	)	$	(145,084	)	$	(135,645	)
Issuance of Series F redeemable convertible preferred stock, net of issuance costs of $0.1 million		9,189		74,104		—			—		—		—			—			—
Issuance of common stock upon exercise of stock options		—		—		748			—		895		—			—			895
Vesting of early exercised stock options		—		—		—			—		153		—			—			153
Common stock issued in acquisition		—		—		321			—		850		—			—			850
Holdback shares issued in acquisition		—		—		36			—		—		—			—			—
Repurchases of common stock		—		—		(11	)		—		—		—			—			—
Stock-based compensation		—		—		—			—		2,888		—			—			2,888
Foreign currency translation adjustments		—		—		—			—		—		269			—			269
Net loss		—		—		—			—		—		—			(32,435	)		(32,435	)
Balance at January 31, 2018		53,776	$	234,095		11,790		$	1	$	14,349	$	144		$	(177,519	)	$	(163,025	)
Cumulative effect upon adoption of ASU 2016-09		—		—		—			—		49		—			(49	)		—
Issuance of common stock upon exercise of stock options		—		—		1,275			—		1,804		—			—			1,804
Vesting of early exercised options		—		—		—			—		34		—			—			34
Holdback shares issued in acquisition		—		—		—			—		95		—			—			95
Stock-based compensation		—		—		—			—		6,658		—			—			6,658
Foreign currency translation adjustments		—		—		—			—		—		(241	)		—			(241	)
Net loss		—		—		—			—		—		—			(47,789	)		(47,789	)
Balance at January 31, 2019		53,776	$	234,095		13,065		$	1	$	22,989	$	(97	)	$	(225,357	)	$	(202,464	)
Issuance of common stock upon exercise of stock options		—		—		1,788			—		2,922		—			—			2,922
Issuance of common stock upon early exercise of stock options		—		—		349			—		—		—			—			—
Vesting of early exercised stock options		—		—		—			—		733		—			—			733
Common stock issued and awards assumed in connection with acquisitions		—		—		3,782			1		47,922		—			—			47,923
Issuance of Series G redeemable convertible preferred stock, net of issuance costs of $3.9 million		9,986		106,072		—			—		—		—			—			—
Stock-based compensation		—		—		—			—		22,565		—			—			22,565
Foreign currency translation adjustments		—		—		—			—		—		(116	)		—			(116	)
Net loss		—		—		—			—		—		—			(92,137	)		(92,137	)
Balance at January 31, 2020		63,762	$	340,167		18,984		$	2	$	97,131	$	(213	)	$	(317,494	)	$	(220,574	)

F-6

	Redeemable Convertible Preferred Stock				Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount
Balance at January 31, 2019		53,776	$	234,095		13,065	$	1	$	22,989	$	(97	)	$	(225,357	)	$	(202,464	)
Issuance of common stock upon exercise of stock options (unaudited)		—		—		589		—		726		—			—			726
Issuance of common stock upon early exercise of stock options (unaudited)		—		—		349		—		—		—			—			—
Vesting of early exercised stock options (unaudited)		—		—		—		—		33		—			—			33
Stock-based compensation (unaudited)		—		—		—		—		3,538		—			—			3,538
Foreign currency translation adjustments (unaudited)		—		—		—		—		—		(37	)		—			(37	)
Net loss (unaudited)		—		—		—		—		—		—			(15,254	)		(15,254	)
Balance at April 30, 2019 (unaudited)		53,776	$	234,095		14,003	$	1	$	27,286	$	(134	)	$	(240,611	)	$	(213,458	)
Balance at January 31, 2020		63,762	$	340,167		18,984	$	2	$	97,131	$	(213	)	$	(317,494	)	$	(220,574	)
Issuance of common stock upon exercise of stock options (unaudited)		—		—		288		—		871		—			—			871
Vesting of early exercised stock options (unaudited)		—		—		—		—		49		—			—			49
Common stock issued in connection with acquisitions (unaudited)		—		—		8		—		—		—			—			—
Stock-based compensation (unaudited)		—		—		—		—		5,144		—			—			5,144
Foreign currency translation adjustments (unaudited)		—		—		—		—		—		(128	)					(128	)
Net loss (unaudited)		—		—		—		—		—		—			(23,565	)		(23,565	)
Balance at April 30, 2020 (unaudited)		63,762	$	340,167		19,280	$	2	$	103,195	$	(341	)	$	(341,059	)	$	(238,203	)

See Notes to Consolidated Financial Statements

F-7

Sumo Logic, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
										(unaudited)
Cash flows from operating activities
Net loss	$	(32,435	)	$	(47,789	)	$	(92,137	)	$	(15,254	)	$	(23,565	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,124			2,013			4,345			523			2,035
Amortization of deferred sales commissions		4,842			7,016			8,775			2,008			2,484
Stock-based compensation, net of amounts capitalized		2,830			6,577			22,034			3,431			5,067
Impairment of capitalized internal-use software		—			—			6,689			—			—
Other		185			262			592			79			5
Changes in operating assets and liabilities, net of impact of acquisition:
Accounts receivable		(4,991	)		372			(9,352	)		3,478			3,093
Prepaid expenses		7,676			(776	)		(945	)		921			2,661
Other assets		(692	)		(483	)		(94	)		(222	)		250
Deferred sales commissions		(7,701	)		(10,658	)		(16,093	)		(2,849	)		(2,938	)
Accounts payable		4,163			(1,423	)		732			752			1,097
Accrued expenses and other current liabilities		427			1,421			6,492			(269	)		(1,853	)
Deferred revenue		16,604			21,114			19,907			1,445			102
Other noncurrent liabilities		440			227			486			470			439
Net cash used in operating activities		(6,528	)		(22,127	)		(48,569	)		(5,487	)		(11,123	)
Cash flows from investing activities
Purchases of property and equipment		(429	)		(467	)		(2,068	)		(1,229	)		(15	)
Capitalized internal-use software costs		(1,180	)		(1,077	)		(5,588	)		(1,264	)		(471	)
Cash paid for acquisitions, net of cash and restricted cash acquired		(1,350	)		—			(15,729	)		—			—
Net cash used in investing activities		(2,959	)		(1,544	)		(23,385	)		(2,493	)		(486	)
Cash flows from financing activities
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		74,104			—			106,072			—			—
Proceeds from borrowings		—			—			—			—			24,250
Payments of deferred offering costs		—			—			(2,018	)		—			(294	)
Proceeds from exercise of common stock options		895			1,804			4,081			1,885			871
Cash paid for holdback consideration in connection with acquisition		—			(150	)		—			—			—
Cash paid for repurchases of common stock		(13	)		—			—			—			—
Net cash provided by financing activities		74,986			1,654			108,135			1,885			24,827
Effect of exchange rate changes on cash and cash equivalents		133			(205	)		(39	)		(7	)		(291	)
Change in cash and cash equivalents and restricted cash		65,632			(22,222	)		36,142			(6,102	)		12,927
Cash and cash equivalents and restricted cash:
Beginning of period		22,261			87,893			65,671			65,671			101,813
End of period	$	87,893		$	65,671		$	101,813		$	59,569		$	114,740
Supplemental disclosures of cash flow information
Cash paid for income taxes	$	219		$	317		$	648		$	126		$	311
Cash paid for interest	$	—		$	—		$	12		$	3		$	132
Supplemental non-cash investing and financing information
Vesting of early exercised options	$	153		$	34		$	733		$	33		$	49
Common stock and assumed awards issued as consideration for acquisitions	$	850		$	95		$	47,923		$	—		$	—
Stock-based compensation capitalized as internal-use software costs	$	58		$	81		$	531		$	107		$	77
Issuance of redeemable convertible preferred stock warrants	$	40		$	—		$	71		$	—		$	—
Deferred offering costs accrued but not yet paid	$	—		$	—		$	1,266		$	—		$	1,168
Property and equipment accrued but not yet paid	$	—		$	—		$	—		$	—		$	176
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets
Cash and cash equivalents	$	87,715		$	65,631		$	101,513		$	59,529		$	114,440
Restricted cash included in other current assets		178			40			300			40			300
Total cash, cash equivalents, and restricted cash	$	87,893		$	65,671		$	101,813		$	59,569		$	114,740

See Notes to Consolidated Financial Statements

F-8

Sumo Logic, Inc.

Notes to Consolidated Financial Statements

1. Description of Business and Basis of Presentation

Organization and Nature of Operations

Sumo Logic, Inc. (the “Company”) was incorporated in Delaware in March 2010. The Company provides, on a cloud-native software-as-a-service (“SaaS”) delivery model, a software platform that enables organizations of all sizes to address the challenges and opportunities presented by digital transformation, modern applications, and cloud computing. The platform enables organizations to automate the collection, ingestion, and analysis of application, infrastructure, security, and IoT data to derive actionable insights.

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

The Company’s fiscal year ends on January 31. Unless otherwise stated, references to year in these consolidated financial statements relate to the above described fiscal year rather than calendar year.

Unaudited Interim Consolidated Financial Information

The accompanying interim consolidated balance sheet as of April 30, 2020 and the interim consolidated statements of operations, comprehensive loss, cash flows, and redeemable convertible preferred stock and stockholders’ deficit for the three months ended April 30, 2019 and 2020 and the related notes to such interim consolidated financial statements are unaudited. These 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 GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of April 30, 2020 and the Company’s consolidated results of operations and cash flows for the three months ended April 30, 2019 and 2020. The results of operations for the three months ended April 30, 2020 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

Unaudited Pro Forma Balance Sheet and Pro Forma Net Loss Per Share

The unaudited pro forma balance sheet information as of April 30, 2020 has been prepared assuming the automatic conversion of all outstanding shares of redeemable convertible preferred stock into 63,761,950 shares of common stock immediately upon the closing of a qualified initial public offering (“IPO”) (see Note 10). The unaudited pro forma balance sheet also assumes the conversion of outstanding warrants to purchase shares of redeemable convertible preferred stock into warrants to purchase common stock and the resulting reclassification of the redeemable convertible preferred stock warrant liability to additional paid-in capital immediately upon the closing of a qualified IPO. The unaudited pro forma balance sheet information also reflects an adjustment to accumulated deficit and additional paid-in capital of $2.3 million of stock-based compensation relating to the Company’s restricted stock units (“RSUs”), as described in the following two paragraphs. The shares of common stock issuable and the proceeds expected to be received in an IPO are excluded from such pro forma information.

F-9

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

During the three months ended April 30, 2020, the Company began issuing RSUs to certain employees and directors under the 2010 Plan. These RSUs are subject to service-based and performance-based vesting conditions. The service-based vesting condition is generally satisfied over four years, while the performance-based vesting conditions are satisfied upon the occurrence of (a) a liquidity event, defined as the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision following the effective date of a registration statement for an IPO and (ii) the date of a “change in control”, and, in certain cases, (b) upon the achievement of certain other performance metrics, all subject to continued service. None of the RSUs vest unless the performance-based vesting conditions are satisfied. The performance-based vesting conditions, including the liquidity event, are not deemed probable of occurring as of April 30, 2020, thus no stock-based compensation has been recognized.

The liquidity event is considered probable upon the occurrence of the Company’s IPO, at which point the Company will record cumulative stock-based compensation expense using the accelerated attribution method. The remaining unrecognized stock-based compensation expense related to the RSUs will be recognized over the remaining requisite service period. Accordingly, the unaudited pro forma balance sheet information as of April 30, 2020 gives effect to stock-based compensation expense of $2.3 million associated with these RSUs. This pro forma adjustment is reflected as an increase to additional paid-in capital and accumulated deficit. No RSUs have been included in the unaudited pro forma balance sheet disclosure of shares outstanding as the settlement of these shares will take place subsequent to the IPO. RSU holders will generally incur taxable income based upon the fair value of the shares on the date they are settled. Payroll tax expenses and other withholding obligations have not been included in the pro forma adjustments as the Company is required to withhold taxes on such value at applicable minimum statutory rates on the settlement date. As of April 30, 2020, the Company is unable to quantify these obligations and will remain unable to quantify them until the settlement of the RSUs, as the withholding obligations will be based on the fair value of the shares on the settlement date.

Unaudited pro forma basic and diluted net loss per share is computed to give effect to the automatic conversion of all shares of the Company’s outstanding redeemable convertible preferred stock into shares of common stock in connection with the IPO. The Company used the if-converted method as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later. The numerator in the unaudited pro forma net loss per share calculation has been adjusted to remove gains or losses resulting from the remeasurement of the redeemable convertible preferred stock warrant liability as the warrants will be converted into warrants to purchase common stock and the related redeemable convertible preferred stock warrant liability will be reclassified to additional paid-in capital.

Stock-based compensation expense associated with the RSUs discussed above is excluded from the pro forma net loss per share presentation as it is not expected to have a recurring impact on the Company’s financial statements. The pro forma share amounts exclude shares issuable for the RSUs granted as the vesting is contingent upon continued employment through the expiration of the market stand-off provision described above.

Liquidity and Capital Resources

The Company has incurred losses and generated negative cash flows from operations for the last several years, including the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited). As of January 31, 2020 and April 30, 2020 (unaudited), the Company had an accumulated deficit of $317.5 million and $341.1 million, respectively. The Company has financed its operations through subscription revenue from customers accessing its cloud-based platform, and as of January 31, 2020 and April 30, 2020 (unaudited), the Company has completed several rounds of venture capital financing with net proceeds totaling $340.2 million. As of April 30, 2020 (unaudited), the Company had borrowed $24.3 million under its revolving line of credit facility.

F-10

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), the Company had $65.6 million, $101.5 million, and $114.4 million in cash and cash equivalents, respectively. The Company believes its existing cash and cash equivalents and cash provided by sales of its service offerings will be sufficient to meet its projected operating requirements for at least 12 months from the date of issuance of these consolidated financial statements. As a result of the Company’s revenue growth plans, both domestically and internationally, the Company expects that losses and negative cash flows from operations may continue in the foreseeable future.

2. Summary of Significant Accounting Policies

Segment Information

The Company operates as one operating and reportable segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.

Use of Estimates and Judgments

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements and may involve subjective or significant judgment by the Company; therefore, actual results could differ from the Company’s estimates. The Company’s accounting policies that involve judgment include revenue recognition, period of benefit for deferred sales commissions, assumptions used for estimating the fair value of common stock to calculate stock-based compensation, capitalization of internal-use software costs, valuation of goodwill and intangible assets, certain accrued liabilities, and valuation allowances associated with income taxes.

The worldwide spread of COVID-19 is expected to result in a global slowdown of economic activity, which is likely to decrease demand for a broad variety of goods and services, while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. The extent to which COVID-19 may impact the Company’s financial condition, results of operations, or liquidity is uncertain, and as of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or an adjustment to the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, which will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements.

COVID-19 (unaudited)

While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment actions, it has already had an adverse effect on the global economy and the lasting effects of the pandemic continue to be unknown. The Company may experience customer losses, including due to bankruptcy or customers ceasing operations, which may result in delays in collections or an inability to collect accounts receivable from these customers. The Company has also undertaken some cost saving measures, including a reduction in headcount, as of the date of issuance of these unaudited interim consolidated financial statements. The extent to which COVID-19 may continue to impact the Company’s financial condition, results of operations, or liquidity continues to remain

F-11

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

uncertain, and as of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or an adjustment to the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, which will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements.

Revenue Recognition

The Company elected to early adopt Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers, effective February 1, 2018, using the full retrospective transition method. As such, the consolidated financial statements present revenue in accordance with ASC 606 for the periods presented.

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these services. The Company determines revenue recognition through the following steps:

1. Identification of the contract, or contracts, with the customer

The Company considers the terms and conditions of the contract and its customary business practices in identifying contracts under ASC 606. The Company determines it has a contract with a customer when the contract is fully approved by both parties, it can identify each party’s rights regarding the services to be transferred, it can identify the payment terms for the services, and it has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

2. Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. The Company’s performance obligations consist of subscription and support services.

3. Determination of the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s policy is to exclude sales and other indirect taxes when measuring the transaction price. None of the Company’s contracts contain a significant financing component.

4. Allocation of the transaction price to the performance obligation in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the

F-12

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

transaction price to each performance obligation based on a relative standalone selling price (“SSP”). The Company determines the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers, its discounting practices, and the Company’s overall pricing objectives, while maximizing observable inputs.

5. Recognition of the revenue when, or as, the Company satisfies a performance obligation

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company generates all its revenue from contracts with customers.

The Company generates revenue from subscriptions to customers that enable them to access the Company’s cloud-based platform. Subscription arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the platform over the contractual period. A time-elapsed method is used to measure progress as control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription fees is generally recognized on a straight-line basis over the contract term, commencing on the date the service is made available to the customer and all other revenue recognition criteria have been met. For contracts with escalating fees related to increased volume of data over the contract term, revenue is recognized in line with the escalating fees.

The typical subscription term is one to three years. Most of the contracts are non-cancelable over the contractual term. Customers typically have the right to terminate their contracts for cause if the Company fails to perform in accordance with the contractual terms. Some arrangements contain options to purchase additional subscription services at a stated price and are evaluated on a case-by-case basis but generally do not provide a material right as they are priced at or above the Company’s SSP and would not result in a separate performance obligation.

The Company allocates revenue to each performance obligation based on its relative standalone selling price and generally determines standalone selling prices based on a range of actual prices charged to customers.

Accounts Receivable and Related Allowance

Accounts receivable consist of amounts billed and currently due from customers. The Company’s accounts receivable are subject to collection risk. Gross accounts receivable is adjusted for estimated losses resulting from the inability of the Company’s customers to fulfill their payment obligations. The Company periodically reviews factors such as past collection experience, specific allowances for known troubled accounts and other currently available evidence to determine the best estimate of probable losses inherent in the receivables. There was no allowance for doubtful accounts for the Company’s accounts receivable as of January 31, 2019 or 2020 or as of April 30, 2020 (unaudited).

Deferred Revenue

Deferred revenue consists of non-cancelable customer billings, or payments received in advance of revenue recognition. The Company generally invoices its customers in monthly, quarterly, or annual installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription arrangements. Deferred revenue that will be recognized within the next twelve months is recorded as current deferred revenue, and the remaining portion is recorded as noncurrent.

F-13

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Deferred Sales Commissions

The Company capitalizes certain sales commissions, including related payroll taxes, earned by the Company’s sales force, which are considered to be incremental costs that would not be incurred absent the contract, and recoverable costs of acquiring a contract with a customer.

Commissions earned on the initial acquisition of a contract are amortized over a period of benefit of five years on a straight-line basis. The period of benefit is estimated by considering factors such as the expected life of the Company’s subscription contracts, historical customer attrition rates, technological life of the Company’s platform, the impact of competition in its industry, as well as other factors. Commissions for renewals are considered not commensurate with the commission paid for the acquisition of the initial contract and are therefore amortized over the contractual term of the contract, consistent with the pattern of revenue recognition for each performance obligation. The Company capitalized $7.7 million, $10.7 million, $16.1 million, $2.8 million, and $2.9 million in sales commissions during the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively. Amortized costs are included in sales and marketing expense in the accompanying consolidated statements of operations and were $4.8 million, $7.0 million, $8.8 million, $2.0 million, and $2.5 million for the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively. There was no impairment loss in relation to deferred sales commissions for the years ended January 31, 2018, 2019, or 2020, or the three months ended April 30, 2020 (unaudited). Sales commissions that will be amortized within the next twelve months are included in deferred sales commissions, current, on the consolidated balance sheets. Any sales commissions that will be amortized in any period subsequent to the next twelve months are included in deferred sales commissions, noncurrent, on the consolidated balance sheets.

Concentrations of Risk and Significant Customers

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although the Company deposits its cash with high-quality credit rated financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Cash equivalents consist of money market funds which are invested through financial institutions in the United States. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists.

No customer individually accounted for 10% or more of the Company’s revenues for the years ended January 31, 2018, 2019, or 2020, or the three months ended April 30, 2019 or 2020 (unaudited). As of January 31, 2019, one customer accounted for 17% of total accounts receivable. As of January 31, 2020, no individual customer accounted for 10% or more of total accounts receivable. As of April 30, 2020 (unaudited), two customers accounted for 23% and 13% of total accounts receivable. The Company performs ongoing credit evaluations of its customers and maintain allowances for potential credit losses on customers’ accounts when deemed necessary.

F-14

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Revenue and Long-Lived Assets by Geographic Area

The following table presents the Company’s revenue by geographic region, based on the billing address of the customer, for the periods indicated (in thousands):

	Year Ended January 31,						Three Months Ended April 30,
	2018		2019		2020		2019		2020
							(unaudited)
United States	$	57,245	$	87,043	$	130,713	$	27,211	$	39,345
International		10,583		16,599		24,343		5,245		7,857
Total revenue	$	67,828	$	103,642	$	155,056	$	32,456	$	47,202

No individual foreign country contributed 10% or more of revenue for the years ended January 31, 2018, 2019, or 2020, or the three months ended April 30, 2019 or 2020 (unaudited).

The following table presents the Company’s long-lived assets by geographic region for the periods indicated (in thousands):

	As of January 31,				As of April 30,
	2019		2020		2020
					(unaudited)
United States	$	2,535	$	1,970	$	2,447
International		353		1,023		893
Total long-lived assets	$	2,888	$	2,993	$	3,340

Foreign Currency Transactions

The functional currency of the Company’s foreign subsidiaries is the respective local currency. All assets and liabilities accounts of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss. Equity transactions are translated using historical exchange rates. Expenses are translated using the average exchange rate during the year. Foreign currency transaction gains and losses are included in interest and other income, net in the Company’s consolidated statements of operations. The Company incurred $(0.1) million, less than $(0.1) million, $(0.3) million, less than $(0.1) million, and less than $0.1 million in foreign currency transaction gains (losses) for the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively.

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist primarily of cash deposits and money market funds. The Company considers all highly liquid investments purchased with maturities of three months or less at the date of purchase to be cash equivalents.

Deferred Offering Costs

Deferred offering costs consist primarily of accounting, legal, and other fees related to the Company’s proposed IPO. The deferred offering costs will be recorded against IPO proceeds upon the consummation of the

F-15

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

IPO. In the event the IPO is abandoned, deferred offering costs will be expensed in the period the IPO is abandoned. There were no deferred offering costs as of January 31, 2019. Deferred offering costs totaled $3.3 million as of January 31, 2020 and $3.5 million as of April 30, 2020 (unaudited) and were recorded in other assets on the consolidated balance sheets.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation and amortization are removed from the Company’s consolidated balance sheet and the resulting gain or loss is reflected in the Company’s consolidated statement of operations.

The following table presents the estimated useful lives of the Company’s property and equipment:

	Useful Life
Computer and hardware equipment	3 years
Furniture and fixtures	3 years
Leasehold improvements	Shorter of lease term or estimated useful life
Capitalized internal-use software	3 years

Capitalized Internal-Use Software Costs

The Company capitalizes certain costs related to its enterprise cloud computing services and certain projects for internal use incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life.

The Company capitalized $1.2 million, $1.2 million, $6.1 million, $1.4 million, and $0.5 million of internal-use software costs during the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively. Amortization of internal-use software costs included in cost of revenue in the consolidated statements of operations was $1.5 million, $1.3 million, $0.9 million, $0.3 million, and $0.1 million during the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively. As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), the Company included capitalized internal-use software costs of $2.4 million, $0.9 million, and $1.3 million within property and equipment, net, respectively.

Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments to capitalized internal-use software costs during the years ended January 31, 2018 or 2019 or the three months ended April 30, 2020 (unaudited). Refer to Note 5 for the impairment charge recorded during the year ended January 31, 2020.

Goodwill and Other Acquired Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the acquisition method of accounting. The Company has one

F-16

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

reporting unit and performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. These triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines, based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, then a quantitative goodwill impairment test is required. There was no impairment of goodwill recorded for the years ended January 31, 2018, 2019, or 2020, or the three months ended April 30, 2020 (unaudited).

Intangible assets consist of identifiable intangible assets, primarily developed technology, resulting from the Company’s acquisitions. Acquired intangible assets are recorded at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization costs are included in cost of revenue within the consolidated statements of operations. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There was no impairment of intangible assets recorded for the years ended January 31, 2018, 2019, or 2020, or the three months ended April 30, 2020 (unaudited).

Other Non-Current Assets

Other assets include deposits for facilities under operating leases and other miscellaneous non-current assets.

Business Combinations

The Company accounts for its acquisitions using the acquisition method of accounting. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain identifiable assets include, but are not limited to, reproduction costs, expected long-term market growth, future expected operating expenses, cost build-up to support obligations, and appropriate discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations. See Note 6 for additional information regarding the Company’s acquisitions.

Deferred Rent

The Company leases real estate facilities under operating leases. For leases that contain rent escalation or rent concession provisions, the Company records the total rent expense during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight-line rent expense as a deferred rent liability within accrued expenses and other current liabilities and other noncurrent liabilities on the accompanying consolidated balance sheets.

F-17

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Redeemable Convertible Preferred Stock Warrant Liability

The Company’s redeemable convertible preferred stock warrants require liability classification and accounting as the underlying preferred stock is considered redeemable, as discussed in Note 10. At initial recognition, the warrants are recorded at their estimated fair value. The warrants are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of interest and other income, net. The Company will continue to adjust the redeemable convertible preferred stock warrant liability for changes in the fair value until the earlier of the expiration or exercise of the warrants, or upon their automatic conversion into warrants to purchase common stock in connection with a qualified IPO such that they qualify for equity classification and no further remeasurement is required.

Cost of Revenue

Cost of revenue includes all direct costs to deliver and support the Company’s platform, including personnel and related costs, third-party hosting fees related to the Company’s cloud platform, amortization of internal-use software and acquired developed technology, as well as allocated facilities and IT costs. These costs are expensed as incurred.

Research and Development Expense

The Company’s costs related to research, design, maintenance, and minor enhancements of the Company’s platform are expensed as incurred. These costs consist primarily of personnel and related expenses, including allocated overhead costs, contractor and consulting fees related to the design, development, testing, and enhancements of the Company’s platform, and software, hardware, and cloud infrastructure fees for staging and development related to research and development activities necessary to support growth in the Company’s employee base and in the adoption of its platform.

Advertising and Promotion Costs

Costs related to advertising and promotions of the Company’s service offerings are charged to sales and marketing expense as incurred. The Company incurred $3.3 million, $5.8 million, $9.5 million, $2.8 million, and $3.3 million in advertising and promotion expenses for the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and non-employees based on the estimated fair values on the date of the grant.

The fair value of options granted is estimated on the grant date using the Black-Scholes option pricing model. This pricing model for stock-based compensation expense requires the Company to make assumptions and judgments about the variable inputs used in the Black-Scholes model.

Determination of all of these assumptions involves the Company’s best estimates at that time, which impact the fair value of the option calculated under the Black-Scholes methodology, and ultimately the expense that will be recognized over the life of the option. See Note 11 for the inputs and assumptions used to determine the fair value of options granted in each year presented.

F-18

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company recognizes stock-based compensation expense for its RSUs on an accelerated attribution method as the RSUs are subject to service-based and performance-based vesting conditions, which include a liquidity event condition, and in certain cases, the achievement of certain other performance metrics. None of the RSUs vest unless the liquidity event condition is satisfied. The performance based-vesting conditions, including the liquidity event, are not deemed probable of occurring as of April 30, 2020; thus, no stock-based compensation expense has been recognized. The liquidity event is considered probable upon the occurrence of the Company’s IPO, at which point the Company will record cumulative stock-based compensation expense using the accelerated attribution method. The remaining unrecognized stock-based compensation expense related to the RSUs will be recognized over the remaining requisite service period.

The Company recognizes stock-based compensation expense for its service-based stock-based awards granted to its employees and directors on a straight-line basis over the service period, net of actual forfeitures. Stock options granted to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustments as such options vest and at the end of each reporting period, and the resulting change in value, if any, is recognized in its consolidated statements during the period the related services are rendered. The Company also has certain options that have performance-based vesting conditions; stock-based compensation expense for such awards is recognized using an accelerated attribution method from the time the vesting condition is probable through the time the vesting condition has been achieved.

Additionally, the Company reviews any transfers of its common stock to evaluate the extent to which the respective transactions represented a fair value exchange and to determine if any compensation expense should be recorded. Factors considered include transaction volume, timing, whether the transactions occurred among willing and unrelated parties, and whether the transactions involved new or existing investors with access to the Company’s financial information.

Adoption of ASU 2018-07 (unaudited)

On February 1, 2020, the Company adopted Accounting Standard Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for employee and non-employee awards by requiring a company to apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). As of February 1, 2020, the awards issued to non-employees are no longer subject to periodic adjustments as such awards vest at the end of each reporting period.

Income Taxes

The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns.

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

F-19

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed more likely than not that a tax asset has been impaired, or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, applicable tax law, and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) includes amounts recorded in equity that are not the result of transactions with stockholders. The changes in other comprehensive income (loss) are a result of translation gains and losses for the Company’s foreign subsidiaries assets, liabilities, revenue, and expenses. The Company recorded foreign currency translation gains (losses) of $0.3 million, $(0.2) million, $(0.1) million, less than $(0.1) million, and $(0.1) million for the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively.

Net Loss per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, less any shares subject to repurchase. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period giving effect to all potentially dilutive securities to the extent they are dilutive. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock is considered a participating security because it participates in dividends with common stock. The Company also considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities, because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. In addition, shares that are contingently issuable are excluded from the computation of basic earnings per share. The holders of all series of redeemable convertible preferred stock and the holders of early exercised shares subject to repurchase do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

Related Party Transactions

Certain members of the Company’s Board of Directors serve as directors of, or are executive officers of, and in some cases are investors in, companies that are customers or vendors of the Company. Related party transactions were not material as of January 31, 2019 or 2020 or April 30, 2020 (unaudited), or for the years ended January 31, 2018, 2019, or 2020, or the three months ended April 30, 2019 or 2020 (unaudited).

Recent Accounting Pronouncements

The Company assesses the adoption impacts of recently issued accounting pronouncements by the Financial Accounting Standards Board (“FASB”) on its consolidated financial statements. The sections below describe impacts from newly adopted pronouncements.

F-20

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition, 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 in exchange for those goods or services. ASC 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, the Company refers to ASC 606 and Subtopic 340-40 as the “new revenue standard.”

The Company early adopted the requirements of the new revenue standard as of February 1, 2018, utilizing the full retrospective method. Under this method, the Company is presenting the consolidated financial statements for the year ended January 31, 2018 as if the new revenue standard had been effective for this period and recording the impact to prior year financial statements in the opening consolidated balance sheet as of February 1, 2017. The significant impacts of adopting the new revenue standard relate to arrangements with escalating fees related to increased volume of data over the contract term, determining if a contract exists based on the customer’s intent and ability to pay, and the deferral of incremental costs of obtaining customer contracts which is amortized over the period of benefit or renewal term.

The Company elected to apply the following practical expedients available under ASC 606. For all reporting periods presented before the date of initial application, the Company has elected not to disclose the amount of the transaction price allocated to the remaining performance obligations or provide explanation of when the Company expects to recognize that amount as revenue. The Company has additionally elected to not assess whether a contract has a significant financing component if the Company expects, at contract inception, that the period between when the product or service is transferred and when the customer pays for that product or service will be one year or less.

Adoption of the new revenue standard resulted in changes to the Company’s accounting policies for revenue recognition, accounts receivable, deferred revenue, and deferred sales commissions.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation—Improvements to Employee Share-Based Payment Accounting (Topic 718). The areas for simplification in the updated guidance involve several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, and classification on the statement of cash flows. The Company adopted this guidance on February 1, 2018, using a modified retrospective approach, and accordingly recorded a cumulative-effect adjustment charge of less than $0.1 million to the beginning accumulated deficit for the impact of electing to account for forfeitures as they occur. The adoption of this guidance did not have any impact on the consolidated statement of operations and comprehensive loss or the consolidated statement of cash flows. The Company is subject to full valuation allowance and thus has not utilized any excess tax benefits nor realized any cash tax benefit related to stock compensation expense.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230)—Restricted Cash. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The Company adopted this guidance as of February 1, 2018.

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Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of transferred assets and activities is not a business. The Company adopted this guidance as of February 1, 2018, and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements for the year ended January 31, 2019.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). On December 22, 2017, the U.S. federal government enacted a tax bill, H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (“Tax Cuts and Jobs Act”). The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. The amendments in the updated guidance are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this guidance as of February 1, 2019, and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements for the year ended January 31, 2020.

Recently Adopted Accounting Pronouncements (unaudited)

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in the updated guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The new guidance will be effective for the Company for the fiscal year, and interim periods within the fiscal year, ending January 31, 2023. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted this guidance as of February 1, 2020, and the adoption of this guidance did not have a material impact on the Company’s 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. The amendments in the updated guidance expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide

F-22

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

(1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606, Revenue from Contracts with Customers. The new guidance will be effective for the Company for the fiscal year ending January 31, 2021, and interim periods within the fiscal year ending January 31, 2022. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC 606. The Company adopted this guidance as of February 1, 2020, and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies, removes, and adds certain disclosure requirements on fair value measurements based on the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. 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 new guidance will be effective for the Company for the fiscal year, and interim periods within the fiscal year, ending January 31, 2021. Early adoption is permitted. The Company adopted this guidance as of February 1, 2020, and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), 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 the amendments in this ASU. The new guidance will be effective for the Company for the fiscal year ending January 31, 2022, and interim periods within the fiscal year ending January 31, 2023. Early adoption is permitted. The Company adopted this guidance, on a prospective basis, as of February 1, 2020, and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidance. The new guidance will be effective for the Company for the fiscal year ending January 31, 2023, and interim periods within the fiscal year ending January 31, 2024. The Company adopted this guidance, on a prospective basis, as of February 1, 2020, and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

Under the JOBS Act, the Company meets the definition of an emerging growth company and 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 Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about lease arrangements. In July 2018, the FASB issued ASU

F-23

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

No. 2018-10, Codification Improvements to Topic 842, Leases. The ASU makes 16 technical corrections to the new lease standard and other accounting topics, alleviating unintended consequences from applying the new standard. It does not make any substantive changes to the core provisions or principles of the new standard. In July 2018, the FASB also issued ASU No. 2018-11, Leases (Topic 842). The ASU provides (1) an optional transition method that entities can use when adopting the standard and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. In March 2019, the FASB also issued ASU No. 2019-01, which impacts transition disclosures related to the new guidance. The new guidance will be effective for the Company for the fiscal year ending January 31, 2022 and interim periods within the fiscal year ending January 31, 2023. Early adoption is permitted for all entities. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which amended the effective date of the new guidance. The deferral applies only if those entities have not yet issued their financial statements as of June 3, 2020 (unaudited). The new guidance will be effective for the Company for the fiscal year ending January 31, 2023 and interim periods within the fiscal year ending January 31, 2024 (unaudited). The Company is currently reviewing this guidance to assess the potential impact on its consolidated financial statements (unaudited).

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new guidance will be effective for the Company for the fiscal year, and interim periods within the fiscal year, ending January 31, 2024, though early adoption is permitted. The Company is currently reviewing this guidance to assess the potential impact on its consolidated financial statements.

3. Revenue, Deferred Revenue, and Performance Obligations

The Company recognized $25.3 million, $41.0 million, $60.8 million, $24.9 million, and $38.0 of revenue during the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively, that was included in the deferred revenue balance at the beginning of the respective periods.

As of January 31, 2020 and April 30, 2020 (unaudited), future estimated revenue related to performance obligations from non-cancelable contracts that were unsatisfied or partially unsatisfied was $178.5 million and $173.4 million, respectively. The Company expects to recognize revenue of $122.9 million and $123.6 million for the year ending January 31, 2020 and the three months ended April 30, 2020 (unaudited), respectively, of these remaining performance obligations over the next twelve months, with the remaining balance recognized thereafter.

4. Fair Value Measurements

The Company classifies and discloses assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, using a three-tier fair value hierarchy as described below.

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

F-24

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. There are three levels of inputs that may be used to measure fair value:

Level 1	Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2	Observable inputs other than Level 1 prices, 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	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company uses the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The carrying amounts of the Company’s financial instruments, which include cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity of those instruments.

The following tables present the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis, based on the three-tier fair value hierarchy (in thousands):

	As of January 31, 2019
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	65,169	$	—	$	—	$	65,169
Liabilities:
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	105	$	105

	As of January 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	98,469	$	—	$	—	$	98,469
Liabilities:
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	270	$	270

	As of April 30, 2020
	(unaudited)
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	108,128	$	—	$	—	$	108,128
Liabilities:
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	256	$	256

Rollforward of Level 3 Redeemable Convertible Preferred Stock Warrant Liability    

Level 3 financial liabilities consist of the redeemable convertible preferred stock warrant liability for which there is no current market for the securities such that the determination of fair value requires significant judgment

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Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company uses the Black-Scholes option valuation model to value its redeemable convertible preferred stock warrant liability at inception and on subsequent valuation dates. Changes in the fair values of the redeemable convertible preferred stock warrant liability are recorded as interest and other income, net in the Company’s consolidated statements of operations. See also Note 10 for further details about the redeemable convertible preferred stock warrant liability. During the years ended January 31, 2019 and 2020 and the three months ended April 30, 2020 (unaudited), there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s redeemable convertible preferred stock warrant liability at fair value using inputs classified as Level 3 in the fair value hierarchy (in thousands):

Balance as of January 31, 2018	$	95
Change in fair value		10
Balance as of January 31, 2019		105
Issuance of redeemable convertible preferred stock warrants		71
Change in fair value		94
Balance as of January 31, 2020		270
Change in fair value (unaudited)		(14	)
Balance as of April 30, 2020 (unaudited)	$	256

5. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

	As of January 31,						As of April 30,          2020
	2019			2020
							(unaudited)
Computer and hardware equipment	$	1,640		$	1,954		$	2,092
Furniture and fixtures		493			1,129			1,146
Leasehold improvements		850			2,120			2,059
Capitalized internal-use software		10,393			9,823			2,408
Gross property and equipment		13,376			15,026			7,705
Accumulated depreciation and amortization		(10,488	)		(12,033	)		(4,365	)
Property and equipment, net	$	2,888		$	2,993		$	3,340

Depreciation and amortization expense of property and equipment was $2.0 million, $1.7 million, $1.7 million, $0.4 million, and $0.3 million for the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively.

During the year ended January 31, 2020, the Company recorded impairment charges of $6.7 million for certain previously capitalized internal-use software. The Company determined that certain internal-use software that was previously being developed would no longer be integrated with the Company’s platform due to a change in product strategy after the acquisition of Jask Labs Inc. (“Jask Labs”) and, therefore, would no longer be placed into service. The charge reduced the carrying value of the internal-use software to zero and has been reflected in the Company’s consolidated statement of operations.

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Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Fully amortized capitalized internal-use software was written off in the amount of $8.0 million during the three months ended April 30, 2020 (unaudited).

Acquired Intangible Assets

Intangible assets as of January 31, 2019 and 2020 and April 30, 2020 (unaudited) consisted of developed technology with acquisition-date fair values of $1.6 million, $20.1 million, and $20.1 million, respectively (see Note 6 for additional details).

As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), the accumulated amortization of the developed technology was $0.4 million, $2.7 million, and $4.4 million, respectively. As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), the weighted-average remaining useful life of the developed technology was 3.7 years, 2.7 years and 2.4 years, respectively. The Company recorded $0.1 million, $0.3 million, $2.6 million, $0.1 million, and $1.7 million of amortization expense during the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively.

As of January 31, 2019, future amortization expense related to acquired developed technology was as follows (in thousands):

	Amortization Expense
2020	$	316
2021		316
2022		316
2023		223
Total	$	1,171

As of January 31, 2020, future amortization expense related to acquired developed technology was as follows (in thousands):

	Amortization Expense
2021	$	6,765
2022		6,148
2023		4,502
Total	$	17,415

As of April 30, 2020 (unaudited), future amortization expense related to acquired developed technology was as follows (in thousands):

	Amortization Expense
	(unaudited)
Remainder of fiscal 2021	$	5,054
2022		6,146
2023		4,509
Total	$	15,709

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Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	As of January 31,				As of April 30, 2020
	2019		2020
					(unaudited)
Accrued compensation	$	3,015	$	6,262	$	8,455
Accrued sales commissions		2,587		5,310		2,721
Accrued taxes		2,492		1,773		618
Accrued professional services		77		1,308		1,366
Accrued other expenses		2,491		5,718		4,960
Accrued expenses and other current liabilities	$	10,662	$	20,371	$	18,120

6. Business Combinations

Jask Labs Inc.

On October 20, 2019, the Company executed a merger agreement to acquire the assets and liabilities of Jask Labs. The acquisition closed on October 25, 2019. Jask Labs is a software company with a platform that offers a cloud-native autonomous security operations center solution. The Company acquired Jask Labs primarily for its team and their platform, which includes their security analytics solution to deliver an integrated, cloud-native intelligence solution. The aggregate purchase consideration was $55.1 million, of which $11.2 million was paid in cash, $43.3 million was comprised of 3,573,659 shares of common stock, and $0.6 million was comprised of assumed options to purchase 265,075 shares of common stock. The value of consideration assigned to the common stock paid was based on the fair value of the Company’s common stock on the date of acquisition. Of the consideration transferred, $0.9 million in cash and 543,095 shares of common stock for $6.6 million was placed in an indemnity escrow fund to be held for 15 months after the acquisition date for general representations and warranties.

At closing, certain Jask Labs stockholders had not completed administrative forms that were required for the Company’s common stock to be legally issued. Thus, the shares are to be issued once the administrative forms are complete. The Company has included the total fair value of the consideration for shares legally issued and legally issuable within additional-paid-in capital and common stock as of January 31, 2020.

The acquisition was accounted for as a business combination, and the total purchase price was allocated to the net tangible and intangible assets and liabilities acquired based on their respective fair values on the acquisition date and the excess was recorded as goodwill.

Certain stock options held by Jask Labs employees were assumed by the Company with a total fair value of $1.7 million, of which $0.6 million was attributed to pre-combination services and was included in consideration transferred and $1.1 million was allocated to post-combination services and will be recognized as stock-based compensation over the remaining service period. See Note 11 for more details on the Jask Labs options assumed.

F-28

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

The assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair value on the date of acquisition as follows (in thousands):

	Amount
Cash	$	782
Restricted cash		300
Accounts receivable		503
Prepaid expenses and other assets		659
Fixed assets		367
Intangible assets		17,500
Goodwill		41,368
Accounts payable		(1,760	)
Deferred revenue, current		(2,358	)
Accrued and other current liabilities		(1,609	)
Deferred revenue, noncurrent		(354	)
Other noncurrent liabilities		(291	)
Total acquisition consideration	$	55,107

Subsequent to the acquisition, the Company recorded a $0.3 million tax benefit related to on the release of the valuation allowance on its net deferred tax assets.

Intangible assets acquired are comprised of developed technology with an estimated useful life of 3 years. The fair value assigned to the developed technology was determined using the reproduction cost approach, which estimates the cost to reproduce the asset. Goodwill represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce of Jask Labs. In addition, goodwill represents the future benefits as a result of the acquisition that will enhance the Company’s product available to both new and existing customers and increase the Company’s competitive position. The goodwill is not deductible for tax purposes.

In connection with the acquisition, the Company granted 130,180 shares of restricted common stock, with a fair value of $12.11683 per share at the time of grant, that vest over a period of two years. During the year ended January 31, 2020 and the three months ended April 30, 2020 (unaudited), the Company recorded $0.2 million in stock-based compensation expense related to the vesting of the restricted common stock. As of January 31, 2020 and April 30, 2020 (unaudited), the remaining unrecognized stock-based compensation expense of $1.4 million and $1.2 million, respectively, will be recognized over the remaining vesting period.

The Company incurred acquisition-related expenses of $2.6 million, which were recorded as general and administrative expenses in the consolidated statement of operations. The Company paid $0.8 million in acquisition-related expenses incurred by Jask Labs related to Jask Labs’ advisors which was included as part of the purchase consideration.

The results of operations of Jask Labs are included in the accompanying consolidated statements of operations from the date of acquisition. Jask Labs’ results of operations since the date of acquisition were not material to the Company’s consolidated results for the year ended January 31, 2020.

Unaudited Pro Forma Financial Information

The following unaudited pro forma information gives effect to the acquisition of Jask Labs as if it had been completed on February 1, 2017 (the beginning of the comparable prior reporting period), including pro forma

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Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

adjustments primarily related to amortization of acquired intangible assets, reduction in revenue related to the fair value of deferred revenue, stock-based compensation, tax benefit from release of the valuation allowance, and the inclusion of acquisition-related expenses reflected in the revenue and net loss figures below at the earliest period presented. The unaudited pro forma results have been prepared based on estimates and assumptions, which the Company believes are reasonable; however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on February 1, 2017, or of future results of operations (in thousands):

	Year Ended January 31,
	2018			2019			2020
Revenues	$	67,999		$	104,657		$	157,428
Net loss	$	(54,055	)	$	(85,597	)	$	(114,951	)

Pro forma revenues and net loss reflect nonrecurring adjustments for acquisition-related expenses of $3.4 million, a tax benefit of $0.3 million for the release of the valuation allowance, and accelerated stock-based compensation of $0.1 million that resulted from the acquisition.

Other Acquisitions

During the year ended January 31, 2018, the Company completed an acquisition for total consideration of $2.4 million (including 356,549 shares of the Company’s common stock), of which $0.8 million was attributed to goodwill and $1.6 million was attributed to intangible assets. The intangible assets acquired were comprised of developed technology with an estimated weighted average useful life of 5.0 years. The Company incurred an immaterial amount of acquisition-related expenses, which were recorded as general and administrative expenses in the consolidated statement of operations. This acquisition generally enhanced the breadth and depth of certain of the Company’s product offerings. Goodwill was not deductible for income tax purposes. Pro forma and historical post-acquisition results of operations for these acquisitions were not material to the Company’s consolidated statement of operations.

During the year ended January 31, 2020, the Company completed other business combinations and asset acquisitions for total consideration of $9.7 million (including 334,246 shares of the Company’s common stock), of which $8.4 million was attributed to goodwill and $1.3 million was attributed to intangible assets. The intangible assets acquired in the business combinations and asset acquisitions were comprised of developed technology with an estimated weighted average useful life of 1.5 years. The Company incurred $0.4 million in acquisition-related expenses which were recorded as general and administrative expenses in the consolidated statement of operations. These acquisitions generally enhance the breadth and depth of certain of the Company’s product offerings. Goodwill from business combinations was not deductible for income tax purposes. Pro forma and historical post-acquisition results of operations for these acquisitions were not material to the Company’s consolidated statement of operations.

7. Debt

On January 31, 2016, the Company entered into a Loan and Security Agreement (the “Agreement”) with Silicon Valley Bank. The Agreement provides for a revolving line of credit facility, which was amended in July 2019 to extend it to July 31, 2021. Under the Agreement, the Company can borrow up to $25 million. Interest on any drawdown under the revolving line of credit accrues either at the prime rate plus a spread rate of ranging from 0.25% to 0.75% as determined by the Company’s adjusted quick ratio. The Agreement is secured by substantially all of the Company’s assets. The Agreement includes restrictive covenants, in each case subject to certain exceptions, that limit the Company’s ability to: sell or otherwise dispose of the Company’s business or

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Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

property; change its business, liquidate or dissolve or undergo a change in control; enter into mergers, consolidations, and acquisitions; incur indebtedness; create liens; pay dividends or make distributions; make investments; enter into material transactions with affiliates; pay any subordinated debt or amend certain terms thereof; or become an investment company. The Agreement also contains customary events of default, upon which Silicon Valley Bank may declare all or a portion of the Company’s outstanding obligations payable to be immediately due and payable. As of January 31, 2019 and 2020, the Company did not have any balance outstanding under the Agreement.

Debt (unaudited)

During the three months ended April 30, 2020, the Company borrowed $24.3 million under its revolving line of credit facility with Silicon Valley Bank, which represents substantially all of the available funds to borrow under this facility. The revolving line of credit must be repaid by July 31, 2021. As of April 30, 2020, the Company had a balance of $24.3 million outstanding under this facility. Refer to Note 16 for additional information regarding the Agreement, which was amended subsequent to April 30, 2020.

8. Commitments and Contingencies

Operating Leases

The Company leases office space globally under non-cancelable operating lease agreements that expire at various dates through fiscal 2025. As of January 31, 2020, future annual minimum lease payments under non-cancelable operating leases were as follows (in thousands):

	Minimum Lease Payments
2021	$	3,107
2022		3,004
2023		2,954
2024		1,433
2025		403
Total	$	10,901

As of April 30, 2020 (unaudited), future annual minimum lease payments under non-cancelable operating leases were as follows (in thousands):

	Minimum Lease Payments
	(unaudited)
Remainder of 2021	$	3,041
2022		3,075
2023		2,945
2024		1,430
2025		402
Total	$	10,893

F-31

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Rent expense was $1.5 million, $2.4 million, $3.2 million, $0.6 million, and $1.0 million for the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), respectively.

Other Obligations

As of January 31, 2020, the Company had future minimum commitments for hosting and other non-cancelable obligations as follows (in thousands):

	Minimum Annual Commitments
2021	$	36,950
2022		27,292
Total	$	64,242

As of April 30, 2020 (unaudited), there have been no material changes to the Company’s future minimum commitments for hosting and other non-cancelable obligations.

Indemnifications

In the ordinary course of business, the Company includes standard indemnification provisions in most of its SaaS revenue arrangements with its customers. Pursuant to these provisions, the Company indemnifies these parties for losses suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against certain parties. These provisions may limit the time within which an indemnification claim can be made but are generally perpetual any time after execution of the agreement. The maximum amount of potential future indemnification is generally unlimited. It is not possible to estimate the maximum potential amount under these indemnification agreements due to limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement, and the Company does not believe a loss contingency is probable. The Company has not incurred significant expense defending its licensees against third-party claims, nor has it ever incurred significant expense under its standard service warranties. Accordingly, the Company has no liabilities recorded for potential claims under these agreements as of January 31, 2019 or 2020 or April 30, 2020 (unaudited).

The Company has also 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 would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. No liabilities have been recorded associated with these indemnification provisions as of January 31, 2019 or 2020 or April 30, 2020 (unaudited).

Litigation and Other Matters

From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation

F-32

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. The Company is not always able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued. In management’s opinion, resolution of all current matters, including employment matters, is not expected to have a material adverse impact on the Company’s business, financial position, results of operations, or cash flows as of January 31, 2019 or 2020.

Legal Proceedings (unaudited)

Attorneys representing a purported class of current and former employees in various sales roles alleged potential claims of employee misclassification and related federal and state law claims, which the Company disputed. In response, the Company mediated the dispute, and in June 2020, the Company reached an agreement in principle with the purported class counsel, which is expected to result in the Company paying $4.5 million to resolve the class-wide claims. As of April 30, 2020, the Company had recorded $4.5 million related to these claims within accrued expenses and other current liabilities on the consolidated balance sheet.

As of April 30, 2020 (unaudited), the Company is not currently a party to any legal proceedings and does not anticipate any pending or threatened litigation that would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows.

9. Common Stock

The Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 100.0 million shares of common stock (“Common Stock”) at a par value of $0.0001 as of January 31, 2019 and 122.0 million shares of Common Stock at a par value of $0.0001 as of January 31, 2020 and April 30, 2020 (unaudited). As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), approximately 13.1 million, 19.0 million, and 19.3 million shares of Common Stock were issued and outstanding, respectively.

Each share of Common Stock is entitled to one vote. The holders of Common Stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), no dividends had been declared.

The Company has reserved shares of its Common Stock as follows (in thousands):

	As of January 31,				As of April 30,
	2019		2020		2020
					(unaudited)
Redeemable convertible preferred stock		53,776		63,762		63,762
Redeemable convertible preferred stock warrants		22		32		32
Stock options outstanding		22,911		27,841		28,175
RSUs outstanding		—		—		2,805
Future issuance under equity incentive plans		2,352		3,071		2,663
Future issuance in connection with Jask Labs acquisition		—		256		248
Future issuance in connection with assumed options for Jask Labs acquisition		—		234		204
Total reserved shares		79,061		95,196		97,889

F-33

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

10. Redeemable Convertible Preferred Stock

As of January 31, 2019, redeemable convertible preferred stock (“Preferred Stock”) consisted of the following (in thousands, except per share amounts):

	Shares Authorized		Shares Outstanding		Issuance Price Per Share		Conversion Price Per Share		Carrying Value		Liquidation Preference
Series A		11,100		11,100	$	0.50	$	0.50	$	5,512	$	5,550
Series B		7,825		7,825		1.88		1.88		14,623		14,672
Series C		8,918		8,918		3.36		3.36		29,942		29,998
Series D		5,309		5,309		5.65		5.65		29,910		30,000
Series E		11,449		11,435		7.00		7.00		80,004		80,100
Series F		10,000		9,189		8.08		8.08		74,104		74,223
Total		54,601		53,776					$	234,095	$	234,543

During the year ended January 31, 2020, the Company issued 9,986,103 shares of Series G redeemable convertible preferred stock at $11.02 per share for proceeds totaling $106.1 million, net of issuance costs. As of January 31, 2020 and April 30, Preferred Stock consisted of the following (in thousands, except per share amounts):

	Shares Authorized		Shares Outstanding		Issuance Price Per Share		Conversion Price Per Share		Carrying Value		Liquidation Preference
Series A		11,100		11,100	$	0.50	$	0.50	$	5,512	$	5,550
Series B		7,825		7,825		1.88		1.88		14,623		14,672
Series C		8,918		8,918		3.36		3.36		29,942		29,998
Series D		5,309		5,309		5.65		5.65		29,910		30,000
Series E		11,449		11,435		7.00		7.00		80,004		80,100
Series F		10,000		9,189		8.08		8.08		74,104		74,223
Series G		11,300		9,986		11.02		11.02		106,072		109,999
Total		65,901		63,762					$	340,167	$	344,542

Voting and Election of Directors

The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock. The holders of shares of Series A Preferred Stock shall be entitled to elect one (1) director. The holders of outstanding Common Stock shall be entitled to elect two (2) directors. The holders of Preferred Stock and Common Stock (voting together as a single class and not as separate series, and on an as-converted basis) shall be entitled to elect any remaining directors of this corporation. At least a majority vote is required in order to elect Company directors.

Dividends

The Company’s preferred stockholders are entitled to receive dividends when and if declared by the Board of Directors. Such dividends are not cumulative. After payment of such dividends, any additional dividends or distributions shall be distributed among all holders of Common Stock and Preferred Stock in proportion to the

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Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

number of shares of Common Stock that would be held by each such holder if all shares of Preferred Stock were converted to Common Stock at the then effective conversion rate. The dividend rate is $0.03 per annum for each share of Series A Preferred Stock, $0.11 per annum for each share of Series B Preferred Stock, $0.20 per annum for each share of Series C Preferred Stock, $0.34 per annum for each share of Series D Preferred Stock, $0.42 per annum for each share of Series E Preferred Stock, $0.48 per annum for each share of Series F Preferred Stock, and $0.66 per annum for each share of Series G Preferred Stock. No dividends have been declared to date as of January 31, 2019 or 2020 or April 30, 2020 (unaudited).

Liquidation Preferences

The holders of Series E and Series F Preferred Stock are entitled to receive prior and in preference to the other series of Preferred and Common Stock an amount equal to their original issue prices of $7.00 and $8.08, respectively. The holders of Series G Preferred Stock are entitled to receive prior and in preference to the other series of preferred and Common Stock an amount equal to their original issue price of $11.02. Second, the Series A, Series B, Series C, and Series D Preferred Stock are entitled to receive prior and in preference to any distribution of the proceeds to Common Stock their initial issue price of $0.50 per share, $1.88 per share, $3.36 per share and $5.65 per share, respectively, unless insufficient funds exist, in which case they will share in the available proceeds pro rata. After the initial preference, the Series E, Series F, and Series G Preferred Stock are capped at 1.0 times their liquidation preferences, and the Series A, Series B, Series C, and Series D Preferred Stock and Common Stock participate on a pro rata basis until the Series A Preferred Stock has received $1.00 per share, the Series B Preferred Stock has received $3.75 per share, the Series C Preferred Stock has received $6.73 per share, and the Series D Preferred Stock has received $11.30 per share. The remaining proceeds are distributed to the Common Stock and converted Preferred Stock. In addition to typical liquidity event descriptions, a liquidation event is said to have occurred if the Company enters an exclusive license of all or substantially all the Company’s intellectual property.

Conversion Rights

Each share of Series A, Series B, Series C, Series D, Series E, Series F, and Series G Preferred Stock, at the option of the holder, is convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the initial issuance price per share of such shares by the conversion price per share in effect for the Preferred Stock at the time of conversion, subject to certain anti-dilution adjustments provisions.

The initial conversion price was $0.50 per share, $1.88 per share, $3.36 per share, $5.65 per share, $7.00 per share, $8.08 per share, and $11.02 per share for the Series A, Series B, Series C, Series D, Series E, Series F, and Series G Preferred Stock, respectively. As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), the conversion price was $0.50 per share, $1.88 per share, $3.36 per share, $5.65 per share, $7.00 per share, and $8.08 per share for the Series A, Series B, Series C, Series D, Series E, and Series F Preferred Stock, respectively. As of January 31, 2020 and April 30, 2020 (unaudited), the conversion price was $11.02 per share for the Series G Preferred Stock. As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), the conversion ratio for each series of Preferred Stock is one-for-one.

Each share of Series A, Series B, Series C, Series D, Series E, Series F, and Series G Preferred Stock shall automatically be converted into shares of Common Stock at the conversion price at the time in effect for such share immediately upon the earlier of (i) the closing of the Company’s sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, the offering price of which was not less than $65.0 million in the aggregate and if the IPO valuation is greater than $400.0 million or (ii) the date specified by written consent or agreement of the holders of at a majority of the then outstanding shares of Preferred Stock.

F-35

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

Balance Sheet Presentation

The Company’s Amended and Restated Certificate of Incorporation does not provide that its Preferred Stock shall be redeemable at the option of the holder. However, there are potential redemption triggers that are outside the control of the Company. Accordingly, the Company has presented all shares of its Preferred Stock outside of permanent equity, or in the mezzanine section of its consolidated balance sheets.

Redeemable Convertible Preferred Stock Warrants

On January 31, 2016, in connection with the Agreement with Silicon Valley Bank as discussed in Note 7, the Company issued warrants to purchase 13,708 shares of its Series E Preferred Stock to Silicon Valley Bank. On June 28, 2017, in connection with the Agreement with Silicon Valley Bank as discussed in Note 7, the Company issued warrants to purchase 8,038 shares of its Series F Preferred Stock to Silicon Valley Bank. On July 30, 2019, in connection with the Agreement with Silicon Valley Bank as discussed in Note 7, the Company issued warrants to purchase 10,530 shares of its Series G Preferred Stock to Silicon Valley Bank. The Series E redeemable convertible preferred stock warrants, Series F redeemable convertible preferred stock warrants, and Series G redeemable convertible preferred stock warrants are classified as liabilities on the Company’s consolidated balance sheets. The fair value of the redeemable convertible preferred stock warrant liability will be adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded in current period earnings.

The estimated the fair value of these warrants is calculated using a Black-Scholes option valuation model, based on the estimated market value of the underlying Preferred Stock at the measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying Preferred Stock. These estimates, especially the value of the underlying Preferred Stock and the expected volatility, are highly judgmental.

The Company recorded less than $0.1 million in gains and losses during the years ended January 31, 2018 and 2019 and a $0.1 million loss during the year ended January 31, 2020 to account for the change in the fair value of the Series E, Series F, and Series G redeemable convertible preferred stock warrant liability. The Company recorded less than $0.1 million in gains and losses during the three months ended April 30, 2019 and 2020 (unaudited).

11. Equity Incentive Plans

Stock Plan

In April 2010, the Company adopted the 2010 Stock Plan (the “2010 Plan”), which provided for the issuance of stock to eligible participants. Under the 2010 Plan, options to purchase common stock were granted at no less than 100% of the fair value of the Company’s common stock on the date of the grant, as determined by the board of directors (100% of fair value for incentive stock options and 110% of fair value in certain instances). The 2010 Plan allows for grants of immediately exercisable options, at the discretion of the Company’s board of directors. Options generally vest over a four-year period and have a maximum term of 10 years.

Stock Options

The Company records stock-based compensation expense for stock options based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise

F-36

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

terms, and contractual lives of the options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated option life. The expected stock price volatility is based upon comparable public company data. The Company does not currently pay dividends.

The fair value of each stock option was estimated on the date of grant using the following assumptions during the period:

	Year Ended January 31,			Three Months Ended April 30,
	2018	2019	2020	2019	2020
				(unaudited)
Expected term (in years)	5.0 - 7.0	5.5 - 6.7	5.0 - 7.3	5.5 - 6.9	5.7 - 6.1
Risk-free interest rate	1.9% - 2.8%	2.5% - 3.0%	1.6% - 2.5%	2.4% - 2.5%	0.8% - 0.9%
Expected volatility	38.2% - 53.6%	46.6% - 53.1%	49.7% - 52.5%	49.7% - 50.7%	52.5% - 54.5%
Expected dividend yield	—	—	—	—	—

Assumptions used in valuing non-employee stock options are generally consistent with those used for employee stock options with the exception that the expected term is over the contractual life, or 10 years.

Option activity under the Company’s 2010 Plan for the year ended January 31, 2020 and the three months ended April 30, 2020 (unaudited) was as follows:

	Options Available for Grant(a)			Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(in thousands)								(years)		(in thousands)
Balance at January 31, 2019		2,352			22,911		$	2.29		7.9	$	31,799
Additional shares authorized		7,786			—
Options granted		(9,036	)		9,036		$	7.08
Options exercised		—			(2,137	)	$	1.91
Options cancelled		1,969			(1,969	)	$	4.58
Balance at January 31, 2020		3,071			27,841		$	3.72		7.7	$	233,918
Additional shares authorized (unaudited)		3,000			—		$	—
Options granted (unaudited)		(1,412	)		1,412		$	12.12
Options exercised (unaudited)		—			(269	)	$	2.64
Options cancelled (unaudited)		799			(809	)	$	5.39
Balance at April 30, 2020 (unaudited)		5,458			28,175		$	4.10		7.5	$	225,918
Options exercisable at January 31, 2020					14,141		$	2.01		6.5	$	142,932
Options exercisable at April 30, 2020 (unaudited)					14,090		$	2.05		6.2	$	141,807

(a) This column does not include 2.8 million RSUs that are granted and outstanding under the 2010 Plan as of April 30, 2020 (unaudited). There were 2.7 million awards available for future issuance as of April 30, 2020 (unaudited).

Stock options granted during the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited) had a weighted-average grant-date fair value of $1.24, $1.76, $5.51, $4.51, and $6.00 per share, respectively. The aggregate intrinsic value of options exercised during the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited) was $1.0 million, $2.6 million, $12.0 million, $1.6 million, and $2.6 million, respectively.

F-37

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

No income tax benefits have been recognized for stock-based compensation arrangements. As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), there was $25.0 million, $52.0 million, and $53.6 million, respectively, of total unrecognized compensation expense related to unvested employee and non-employee stock options that is expected to be recognized over a weighted-average period of 3.2 years, 3.1 years, and 3.0 years, respectively.

Early Exercise of Employee Options

At the discretion of the Company’s board of directors, certain stock options may be exercisable immediately at the date of grant, but are subject to a repurchase right under which the Company may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to full vesting. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The liabilities are reclassified into equity as the awards vest. As of January 31, 2019 and 2020 and April 30, 2020 (unaudited), the Company had a liability of less than $0.1 million, $0.4 million, and $0.4 million, respectively, for 312, 139,750, and 123,625 shares of common stock that were early exercised by employees as of January 31, 2019 and 2020 and April 30, 2020 (unaudited) that were unvested, respectively.

Restricted Stock Units (unaudited)

The 2010 Plan also provides for the issuance of RSUs of the Company’s common stock to eligible participants. During the three months ended April 30, 2020, the Company began issuing RSUs to certain employees and directors under the 2010 Plan. These RSUs are subject to service-based and performance-based vesting conditions. The service-based vesting condition is generally satisfied over four years, while the performance-based vesting conditions are satisfied upon the occurrence of (a) a liquidity event, defined as the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision following the effective date of a registration statement for an IPO, (ii) the date of a “change in control,”, and, in certain cases, (b) upon the achievement of certain other performance metrics, all subject to continued service. None of the RSUs vest unless the liquidity event condition is satisfied. The performance-based vesting conditions were not deemed probable of occurring as of April 30, 2020; thus, no stock-based compensation expense has been recognized. In the quarter in which the performance-based conditions become probable, the Company will begin recording stock-based compensation expense using the accelerated attribution method based on the grant-date fair values of the RSUs.

Had the liquidity event performance-based vesting condition been probable of occurring as of April 30, 2020, the Company would have recognized $2.3 million of stock-based compensation expense during the three months ended April 30, 2020 for all of the RSUs with a performance-based vesting condition of only a liquidity event. No expense would have been recognized for the RSUs subject to both the occurrence of a liquidity event and certain other performance metrics as those performance metrics were not deemed probable of being achieved as of April 30, 2020 (unaudited).

F-38

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

RSU activity for the three months ended April 30, 2020 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value per Share
	(in thousands)
RSUs outstanding at February 1, 2020		—
Granted		2,805	$	12.12
Forfeited		—
RSUs outstanding at April 30, 2020		2,805	$	12.12
RSUs expected to vest at April 30, 2020		2,805	$	12.12

As of April 30, 2020, there was $34.0 million of total unrecognized compensation expense related to unvested employee and director RSUs, of which $2.7 million is for the RSUs subject to both the occurrence of a liquidity event and certain other performance metrics.

Jask Labs Plans

In connection with the acquisition of Jask Labs, the Company assumed 265,075 options to purchase shares of common stock, granted under the 2015 and 2018 Stock Plans (the “Jask Plans”), at a weighted-average exercise price of $9.86 per share and weighted-average fair value of $6.39 per share, of which 233,852 and 203,985 remained outstanding as of January 31, 2020 and April 30, 2020 (unaudited), respectively. As of January 31, 2020 and April 30, 2020 (unaudited), 124,184 and 115,600 options were vested and exercisable with a weighted-average exercise price of $9.21 and $9.36, and the total unrecognized compensation expense related to these awards was $0.6 million and $0.5 million, respectively. During the three months ended April 30, 2020 (unaudited), 18,469 options were exercised.

Stock-Based Compensation Expense

The following table presents total stock-based compensation expense included in the consolidated statements of operations for the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited) (in thousands):

	Year Ended January 31,						Three Months Ended April 30,
	2018		2019		2020		2019		2020
							(unaudited)
Cost of revenue	$	76	$	52	$	179	$	21	$	62
Research and development(a)		933		1,609		5,940		683		2,029
Sales and marketing		970		1,856		5,791		823		1,527
General and administrative(b)		851		3,060		10,124		1,904		1,449
Total	$	2,830	$	6,577	$	22,034	$	3,431	$	5,067

(a) During the years ended January 31, 2018, 2019, and 2020, and the three months ended April 30, 2019 and 2020 (unaudited), the Company capitalized stock-based compensation of $0.1 million, $0.1 million, $0.5 million, $0.1 million, and $0.1 million, respectively, related to internal-use software development costs. The research and development stock-based compensation amounts are presented net of the capitalized costs.

(b) During the year ended January 31, 2020, the Company’s board of directors approved modifications to immediately vest 172,708 options that had been granted previously, resulting in additional stock-based compensation expense of $1.6 million, which was recorded to general and administrative expenses during the year ended January 31, 2020.

F-39

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

During the year ended January 31, 2020, the Company granted 280,316 options to certain executives that were subject to both service-based vesting conditions and performance-based vesting conditions; as the performance-based vesting conditions were not met, no stock-based compensation was recognized on these options for the year ended January 31, 2020. During the three months ended April 30, 2020 (unaudited), these options were cancelled.

Common Stock Transfers

During the years ended January 31, 2019 and 2020, certain of the Company’s existing investors acquired outstanding common stock from former employees of the Company, for a purchase price greater than the fair value of the common stock at the time of the transaction. In connection with these stock transfers, the Company waived its right of first refusal and other transfer restrictions applicable to such shares. As a result, the Company recorded $1.7 million and $1.4 million in stock-based compensation for the years ended January 31, 2019 and 2020 in general and administrative expenses in the consolidated statements of operations, respectively. The amount recorded as stock-based compensation represents the difference between the price paid and the estimated fair value at the date of the transaction.

During the year ended January 31, 2020, the Company facilitated a tender offer whereby certain existing investors commenced a tender offer to purchase shares of the Company’s common stock from certain employees and former employees of the Company, for $12.11683 per share, in cash. An aggregate of 1,686,446 shares of the Company’s common stock were tendered pursuant to the tender offer. During the year ended January 31, 2020, the Company recorded a total of $4.8 million in stock-based compensation related to the tender offer, comprised of $2.6 million in general and administrative expenses, $1.5 million in research and development expenses, $0.7 million in sales and marketing expenses, and less than $0.1 million in cost of revenue in the consolidated statements of operations. The amounts recorded as stock-based compensation represent the difference between the amounts paid over the estimated fair value at the date of the transaction.

Common Stock Transfers (unaudited)

During the three months ended April 30, 2019 and 2020, certain of the Company’s existing investors acquired outstanding common stock from former employees of the Company, for a purchase price greater than the fair value of the common stock at the time of the transaction. In connection with these stock transfers, the Company waived its right of first refusal and other transfer restrictions applicable to such shares. As a result, the Company recorded $1.0 million and $0.3 million in stock-based compensation for the three months ended April 30, 2019 and 2020 in general and administrative expenses in the consolidated statements of operations, respectively. The amount recorded as stock-based compensation represents the difference between the price paid and the estimated fair value at the date of the transaction.

12. 401(k) Plan

In November 2011, the Company adopted a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the Internal Revenue Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. The Company has not made any matching contributions as of January 31, 2020 or April 30, 2020 (unaudited).

F-40

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

13. Income Taxes

The Company’s loss before income taxes consisted of the following (in thousands):

	Year Ended January 31,
	2018			2019			2020
United States	$	(33,393	)	$	(49,516	)	$	(95,884	)
International		1,383			2,334			4,648
Total	$	(32,010	)	$	(47,182	)	$	(91,236	)

The components of the provision for income taxes are as follows (in thousands):

	Year Ended January 31,
	2018		2019		2020
Current:
Federal	$	—	$	—	$	—
State		10		41		(5	)
Foreign		275		340		571
Total current tax expense	$	285	$	381	$	566
Deferred:
Federal	$	—	$	—	$	(291	)
State		—		—		—
Foreign		140		226		626
Total deferred tax expense	$	140	$	226	$	335
Total tax expense	$	425	$	607	$	901

A reconciliation of the Company’s effective income tax rate to the expected income tax rate, computed by applying the federal statutory income tax rate of 32.9%, 21.0%, and 21.0% for the years ended January 31, 2018, 2019, and 2020 respectively, to the Company’s loss before provision for income taxes, is as follows:

	Year Ended January 31,
	2018			2019			2020
Federal tax statutory rate		32.9	%		21.0	%		21.0	%
State tax, net of federal tax effect		—			—			3.2
Change in valuation allowance		38.4			(20.2	)		(26.7	)
Nondeductible expenses		(1.8	)		(2.0	)		(2.3	)
Effect of foreign operations		0.1			(0.3	)		(0.2	)
Tax credits		1.0			1.4			6.5
Change in U.S. federal statutory tax rate		(71.0	)		—			—
Deemed repatriation transition tax		(0.8	)		—			—
Other		(0.1	)		(1.2	)		(2.5	)
Total		(1.3	)%		(1.3	)%		(1.0	)%

F-41

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company’s significant components of its deferred tax assets and liabilities were as follows (in thousands):

	As of January 31,
	2019			2020
Deferred tax assets:
Accruals and reserves	$	970		$	1,946
Deferred revenue		1,046			1,367
Net operating loss carryforwards		53,696			80,432
Tax credit carryforwards		4,464			10,624
Stock-based compensation		1,057			2,700
Gross deferred tax assets	$	61,233		$	97,069
Less: valuation allowance		(59,307	)		(92,214	)
Total deferred tax assets	$	1,926		$	4,855
Deferred tax liabilities:
Property and equipment	$	(345	)	$	(3,687	)
Deferred sales commissions		(2,240	)		(2,357	)
Total deferred tax liabilities	$	(2,585	)	$	(6,044	)
Net deferred tax liabilities	$	(659	)	$	(1,189	)

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. Management believes that, based on a number of factors, it is more likely than not that the U.S. federal and state net deferred tax assets will not be fully realized, such that a full valuation allowance has been recorded. A valuation allowance of $59.3 million and $92.2 million has been established by the Company as of January 31, 2019 and 2020 respectively. The net change in the valuation allowance during the year ended January 31, 2018 was a decrease of $11.1 million primarily due to the change in the federal statutory tax rate, partially offset by current year losses. The net change in the valuation allowance during the year ended January 31, 2019 was an increase of $11.5 million primarily due to current year losses. The net change in the valuation allowance during the year ended January 31, 2020 was an increase of $32.9 million primarily due to current year losses.

As of January 31, 2020, the Company had net operating loss carryforwards of $321.0 million for U.S. federal and $176.0 million for U.S. state income tax purposes available to offset future taxable income. The net operating losses generated during the year ended January 31, 2020 can be carried forward indefinitely for federal purposes. The federal net operating losses generated before the year ended January 31, 2020 carry forward for a 20-year period and if unutilized will begin to expire in 2030. The California and other states’ net operating loss carryforwards begin to expire in 2030. The Company also had research tax credit carryforwards of $9.0 million for U.S. federal and $6.0 million for U.S. state income tax purposes. The federal research tax credits expire beginning in 2030, and the U.S. state tax credits can be carried forward indefinitely.

Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the net operating loss and income tax credit carryforwards may be subject to

F-42

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

an annual limitation regarding their utilization against taxable income in future periods. The Company did not have any changes in ownership that would result in any Section 382 limitations through January 31, 2020.

The Company files income tax returns in the United States federal jurisdiction and several U.S. state jurisdictions. The Company also files income tax returns in various foreign jurisdictions. For jurisdictions in which tax filings are made, the Company is generally subject to income tax examination for all fiscal years since inception. The Company is subject to federal income tax as well as income tax in multiple state and foreign jurisdictions. Due to the Company’s net operating loss carryforwards, all tax years since inception remain subject to adjustment for United States federal tax returns. There are tax years which remain subject to examination in various other jurisdictions that are not material to the Company’s consolidated financial statements.

The following shows the changes in the gross amount of unrecognized tax benefits (in thousands):

	Year Ended January 31,
	2018			2019		2020
Unrecognized tax benefits, beginning of year	$	1,336		$	1,279	$	2,119
Increase related to prior year tax positions		—			279		382
Decreases related to prior year tax positions		(351	)		—		(65	)
Increases related to current year tax positions		294			561		816
Unrecognized tax benefits, end of year	$	1,279		$	2,119	$	3,252

As of January 31, 2020, the Company had $3.0 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company did not accrue any penalties or interest during the years ended January 31, 2018, 2019, or 2020.

In addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other tax authorities. The Company’s federal and state income tax returns for fiscal years subsequent to 2010 remain open to examination. In the Company’s major foreign jurisdictions – India and Poland – the tax years subsequent to 2016 remain open to examination. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Although the timing of the resolution or closure of audits is not certain, the Company does not believe that it is reasonably possible that its unrecognized tax benefits could change within the next 12 months.

For the Three Months Ended April 30, 2019 and 2020 (unaudited)

Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, adjusted for discrete items, if any, for the reporting period. The Company updates its estimate of the annual effective tax rate each quarter and makes a cumulative adjustment in such period.

The Company recorded income tax expense of $0.2 million for both the three months ended April 30, 2019 and 2020. Income tax expense consists primarily of income taxes in foreign jurisdictions in which the Company

F-43

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

conducts business. Due to the Company’s history of losses in the United States, a full valuation allowance on substantially all of the Company’s deferred tax assets, including net operating loss carryforwards, research and development tax credits, capitalized research and development, and other book versus tax differences, was maintained.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES ACT”) was enacted by the United States on March 27, 2020. The CARES ACT did not have a material impact on the Company’s provision for income taxes for the three months ended April 30, 2020.

14. Net Loss per Share

Basic net loss per share attributable to the Company’s common stockholders is computed by dividing the net loss attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all years presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss position in each period presented.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):

	Year Ended January 31,									Three Months Ended April 30,
	2018			2019			2020			2019			2020
										(unaudited)
Numerator:
Net loss attributable to common stockholders	$	(32,435	)	$	(47,789	)	$	(92,137	)	$	(15,254	)	$	(23,565	)
Denominator:
Weighted-average number of shares used in computing net loss per share		11,092			12,314			14,907			13,373			18,392
Net loss per share attributable to common stockholders:
Net loss per share, basic and diluted	$	(2.92	)	$	(3.88	)	$	(6.18	)	$	(1.14	)	$	(1.28	)

The following potential common shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):

	Year Ended January 31,						Three Months Ended April 30,
	2018		2019		2020		2019		2020
							(unaudited)
Stock options		18,409		22,911		27,841		24,189		28,175
RSUs(a)		—		—		—		—		2,805
Redeemable convertible preferred stock warrants		22		22		32		22		32
Contingently issuable shares		36		—		—		—		—
Shares subject to repurchase		30		—		270		338		254
Assumed options for Jask Labs acquisition		—		—		234		—		204
Issuable shares for Jask Labs acquisition		—		—		799		—		791
Redeemable convertible preferred stock		53,776		53,776		63,762		53,776		63,762
Total anti-dilutive securities		72,273		76,709		92,938		78,325		96,023

F-44

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

(a) The RSUs are subject to both service-based and performance-based vesting conditions, and the performance-based vesting conditions were not considered probable as of April 30, 2020 (unaudited).

Unaudited Pro Forma Net Loss Per Share

The Company has provided pro forma basic and diluted net loss per share to give effect to the automatic conversion of all shares of the Company’s outstanding redeemable convertible preferred stock into shares of common stock as though the conversion happened as of the beginning of the period. The numerator in the unaudited pro forma net loss per share calculation has been adjusted to remove gains or losses resulting from the remeasurement of the redeemable convertible preferred stock warrant liability as the warrants will be converted into warrants to purchase common stock and the related redeemable convertible preferred stock warrant liability will be reclassified to additional paid-in capital. The following table presents the calculation of pro forma basic and diluted net loss per share (in thousands, except per share data):

	Year Ended January 31, 2020			Three Months Ended April 30, 2020
Numerator:
Net loss attributable to common stockholders		(92,137	)		(23,565	)
Pro forma adjustment to remove losses (gains) resulting from remeasurement of the redeemable convertible preferred stock warrant liability		94			(14	)
Pro forma net loss attributable to common stockholders, basic and diluted		(92,043	)		(23,579	)
Denominator:
Weighted-average number of shares used in computing net loss per share, basic and diluted		14,907			18,392
Pro forma adjustment to reflect assumed conversion of redeemable convertible preferred stock into common stock		61,327			63,762
Weighted-average number of shares used in computing pro forma net loss per share, basic and diluted		76,234			82,154
Pro forma net loss per share, basic and diluted	$	(1.21	)	$	(0.29	)

15. Subsequent Events

The Company has evaluated subsequent events through April 7, 2020, which is the date the consolidated financial statements were available to be issued. Except as noted below, the Company has concluded that no events or transactions have occurred that may require disclosure in the accompanying consolidated financial statements.

Subsequent to January 31, 2020, the Company granted options for 1,412,000 shares of common stock, subject to service-based vesting conditions, with a weighted-average exercise price of $12.12 per share to employees. Additionally, the Company granted 2,804,800 restricted stock units to employees and directors that are subject to service-based and performance-based vesting conditions. The service-based vesting condition is generally satisfied over four years, while the performance-based vesting conditions are satisfied upon the occurrence of (a) a liquidity event, defined as the earlier of (i) the first quarterly vesting date following the expiration of the market stand-off provision following the effective date of a registration statement for an IPO, (ii) the date of a “change in control,” both subject to continued service, and, in certain cases, (b) upon the achievement of certain other performance metrics.

F-45

Sumo Logic, Inc.

Notes to Consolidated Financial Statements—(Continued)

In March 2020, the Company borrowed $24.3 million under its revolving line of credit facility with Silicon Valley Bank, which represents substantially all of the available funds to borrow under this facility.

In March 2020, the Company’s board of directors authorized an additional 3.0 million shares of common stock under the 2010 Plan.

16. Subsequent Events (unaudited)

The Company has evaluated subsequent events through July 17, 2020, which is the date the unaudited interim consolidated financial statements were available to be issued. Except as noted below, the Company has concluded that no events or transactions have occurred that may require disclosure in the accompanying unaudited interim consolidated financial statements.

In May 2020, as part of the Company’s efforts to respond to the COVID-19 pandemic and ensure longer-term financial stability, the Company initiated cost reduction measures, including a headcount reduction. The headcount reduction is expected to result in approximately $1.3 million of severance and benefits and stock-based compensation expense, the majority of which the Company expects to incur in its second fiscal quarter of 2021.

In June 2020, the Company amended the Agreement with Silicon Valley Bank to extend its maturity to June 2022. Under the amended Agreement, the Company can borrow up to $50 million. Pursuant to the amended Agreement, the Company is also required to maintain a minimum adjusted quick ratio of 1.25 to 1.00.

Subsequent to April 30, 2020, the Company granted options for 221,300 shares of common stock, subject only to service-based vesting conditions, with a weighted-average exercise price of $12.12 per share to employees. Additionally, the Company granted 161,467 RSUs to employees and non-employees that are subjective to service-based and performance-based vesting conditions. The performance-based vesting condition is satisfied upon a liquidity event, as defined in Note 11 above.

F-46

INDEPENDENT AUDITOR’S REPORT

Board of Directors

Jask Labs Inc.

Austin, Texas

We have audited the accompanying consolidated financial statements of Jask Labs Inc. (a Delaware corporation), which comprise the consolidated balance sheets as of December 31, 2018 and October 25, 2019, and the related consolidated statements of operations and comprehensive loss, consolidated statements of redeemable convertible preferred stock and stockholders’ deficit, and consolidated statements cash flows for the year ended December 31, 2018 and period ended October 25, 2019, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jask Labs Inc. as of December 31, 2018 and October 25, 2019, and the results of their operations and their cash flows for the year ended December 31, 2018 and period ended October 25, 2019 in accordance with accounting principles generally accepted in the United States of America.

/s/ Armanino LLP

Armanino^LLP

January 10, 2020 San Francisco, California

F-47

Jask Labs Inc.

Consolidated Balance Sheets

(In thousands, except par value)

	As of December 31, 2018			As of October 25, 2019
Assets
Current assets:
Cash	$	7,497		$	782
Restricted cash		300			300
Accounts receivable		2,062			503
Deferred sales commissions, current		339			1,392
Prepaid expenses and other current assets		1,110			620
Total current assets		11,308			3,597
Property and equipment, net		475			367
Intangible assets, net		52			34
Deferred sales commissions, noncurrent		642			248
Other noncurrent assets		109			39
Total assets	$	12,586		$	4,285
Liabilities, redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
Accounts payable	$	609		$	1,760
Deferred revenue, current		1,120			2,669
Term loans, current		864			1,476
Accrued and other current liabilities		3,015			3,694
Total current liabilities		5,608			9,599
Deferred revenue, noncurrent		472			396
Term loans, noncurrent		1,342			3,009
Total liabilities		7,422			13,004
Commitments and contingencies (Note 5)
Redeemable convertible preferred stock—$0.00001 par value; authorized shares of 25,786 and 30,792 as of December 31, 2018 and October 25, 2019, respectively; issued and outstanding shares of 25,762 and 30,217 as of December 31, 2018 and October 25, 2019, respectively; (liquidation value of $39,400 and $47,401 as of December 31, 2018 and October 25, 2019, respectively)		39,155			47,093
Stockholders’ deficit:
Common stock, $0.00001 par value; authorized shares of 51,000 and 55,000 as of December 31, 2018 and October 25, 2019, respectively; issued and outstanding shares of 12,025 and 14,082 as of December 31, 2018 and October 25, 2019, respectively		—			—
Additional paid-in-capital		688			1,413
Accumulated other comprehensive income		—			2
Accumulated deficit		(34,679	)		(57,227	)
Total stockholders’ deficit		(33,991	)		(55,812	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	12,586		$	4,285

The accompanying notes are an integral part of these consolidated financial statements.

F-48

Jask Labs Inc.

Consolidated Statements of Operations and Comprehensive Loss

(In thousands)

	Year Ended December 31, 2018			January 1 to October 25, 2019
Revenue	$	904		$	2,917
Costs and expenses:
Cost of revenue		3,026			4,220
Research and development		7,965			6,862
Sales and marketing		11,702			9,848
General and administrative		4,391			4,270
Total costs and expenses		27,084			25,200
Loss from operations		(26,180	)		(22,283	)
Interest expense		(129	)		(278	)
Other income, net		—			17
Loss before provision for income taxes		(26,309	)		(22,544	)
Provision for income taxes		1			4
Net loss	$	(26,310	)	$	(22,548	)
Other comprehensive income
Foreign currency translation adjustments, net		—			2
Comprehensive loss	$	(26,310	)	$	(22,546	)

The accompanying notes are an integral part of these consolidated financial statements.

F-49

Jask Labs Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(In thousands)

	Redeemable Convertible Preferred Stock				Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount
Balance at December 31, 2017		11,784	$	14,205		12,000	$	—	$	87	$	—	$	(8,369	)	$	(8,282	)
Issuance of Series A and B redeemable convertible preferred stock, net of issuance costs of $136		13,978		24,950		—		—		—		—		—			—
Issuance of common stock upon exercise of stock options		—		—		25		—		9		—		—			9
Issuance of common stock warrants		—		—		—		—		14		—		—			14
Stock-based compensation		—		—		—		—		578		—		—			578
Net loss		—		—		—		—		—		—		(26,310	)		(26,310	)
Balance at December 31, 2018		25,762	$	39,155		12,025	$	—	$	688	$	—	$	(34,679	)	$	(33,991	)
Issuance of Series B redeemable convertible preferred stock, net of issuance costs of $62		4,455		7,938		—		—		—		—		—			—
Issuance of common stock upon exercise of stock options		—		—		1,046		—		244		—		—			244
Issuance of common stock for restricted stock awards		—		—		1,011		—		—		—		—			—
Issuance of common stock warrants		—		—		—		—		17		—		—			17
Stock-based compensation		—		—		—		—		464		—		—			464
Foreign currency translation adjustments, net		—		—		—		—		—		2		—			2
Net loss		—		—		—		—		—		—		(22,548	)		(22,548	)
Balance at October 25, 2019		30,217	$	47,093		14,082	$	—	$	1,413	$	2	$	(57,227	)	$	(55,812	)

The accompanying notes are an integral part of these consolidated financial statements.

F-50

Jask Labs Inc.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31, 2018			January 1 to October 25, 2019
Cash flows from operating activities
Net loss	$	(26,310	)	$	(22,548	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		114			137
Accretion of interest expense		18			63
Amortization of debt discount		12			25
Amortization of deferred sales commissions		36			375
Stock-based compensation		578			464
Changes in operating assets and liabilities:
Accounts receivable		(1,819	)		1,560
Deferred sales commissions		(1,017	)		(1,034	)
Prepaid expenses and other current assets		(762	)		522
Other noncurrent assets		82			38
Accounts payable		328			1,151
Deferred revenue		1,162			1,473
Accrued and other current liabilities		2,792			679
Net cash used in operating activities		(24,786	)		(17,095	)
Cash flows from investing activities:
Purchases of property and equipment		(504	)		(12	)
Purchase of intangible assets		(69	)		—
Net cash used in investing activities		(573	)		(12	)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		24,914			7,938
Proceeds from exercise of common stock options		9			244
Borrowings on term loan, net of issuance costs		1,982			2,974
Repayments of term loan		(280	)		(766	)
Net cash provided by financing activities		26,625			10,390
Effect of exchange rate differences on cash and cash equivalents		—			2
Change in cash and cash equivalents and restricted cash		1,266			(6,715	)
Cash, cash equivalents and restricted cash:
Beginning of year	$	6,531		$	7,797
End of year		7,797			1,082
Non-cash investing and financing activities
Issuance of common stock warrants	$	14		$	17
Conversion of SAFE agreement into redeemable convertible preferred stock		36			—
Supplemental disclosures
Cash paid for interest	$	82		$	177
Cash paid for income taxes		1			4

The accompanying notes are an integral part of these consolidated financial statements.

F-51

Jask Labs Inc.

Notes to Financial Statements

1. Description of Business and Basis of Presentation

Organization and Nature of Operations

Jask Labs Inc. (the “Company”, “we”, “us”, or “our”) was incorporated in Delaware in October 2015 and is a software company with a platform that offers a cloud-native autonomous security operations center solution.

Effective February 12, 2018, the Company completed a stock split of its common stock at a ratio of 4-for-1 shares. All data on common stock and preferred stock herein has been retroactively adjusted to reflect this stock split.

Basis of Presentation

The Company’s consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain balances have been reclassified on the Company’s consolidated financial statements to conform to the current period presentation. These amounts were not material to the fiscal 2018 financial statements.

In March 2019, a marketing entity was incorporated in the United Kingdom as a wholly-owned subsidiary of the Company. The Company’s consolidated financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

On October 25, 2019, the Company was acquired by Sumo Logic, Inc. (“Sumo Logic”). As a result, the comparative consolidated financial statements for fiscal 2019 only include a period from January 1 to October 25, 2019. See Note 11 for further details regarding the acquisition.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements and may involve subjective or significant judgment by the Company; therefore, actual results could differ from the Company’s estimates. The Company’s accounting policies that involve subjective or significant judgment include revenue recognition, period of benefit for deferred sales commissions, assumptions used for estimating the fair value of common stock to calculate stock-based compensation, certain accrued liabilities, and valuation allowances associated with income taxes.

Foreign Currency Transactions

The functional currency of the Company’s foreign subsidiary is the British Pound. All asset and liability accounts of the foreign subsidiary are translated into U.S. dollars using the exchange rate on the consolidated balance sheet date. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of

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Notes to Financial Statements

operations and comprehensive loss. Equity transactions are translated using historical exchange rates. Expenses are translated using the average exchange rate during the year. Foreign currency transaction gains and losses are included in other income, net in the Company’s consolidated statements of operations and comprehensive loss and were not significant for the period from January 1, 2019 through October 25, 2019. As the Company did not have a foreign subsidiary during the year ended December 31, 2018, no foreign currency transactions are included in other income, net in the Company’s consolidated statements of operations and comprehensive loss.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company primarily holds its cash in deposit accounts with high quality financial institutions, which are subject to Federal Deposit Insurance Corporation (“FDIC”) limits. However, at various times during the year ended December 31, 2018 and for the period from January 1, 2019 through October 25, 2019, the Company’s cash deposits exceeded these FDIC insurance limits. Sales are generally billed up front, and the Company has the ability to remove a customer’s access to their platform in the case of non-payment.

As of December 31, 2018, two customers accounted for more than 89% of total accounts receivable. As of October 25, 2019, two customers accounted for 83% of total accounts receivable.

During the year ended December 31, 2018, no customers accounted for 10% or more of total revenue. During the period from January 1, 2019 through October 25, 2019, two customers accounted for 10% or more of total revenue.

Restricted Cash

Restricted cash consists of cash held in reserve accounts related to operating lease obligations.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consist of amounts billed and currently due from customers. The Company’s accounts receivable are subject to collection risk. Gross accounts receivable is adjusted for estimated losses resulting from the inability of the Company’s customers to fulfill their payment obligations. There was no allowance for doubtful accounts relating to the Company’s accounts receivable at December 31, 2018 or October 25, 2019.

Deferred Sales Commissions

The Company capitalizes certain commissions, including related payroll taxes, earned by the Company’s sales force, which are considered to be incremental costs that would not be incurred absent the contract, and recoverable costs of acquiring a contract with a customer.

Commissions earned on the initial acquisition of a contract are amortized over a period of benefit of three years on a straight-line basis. The period of benefit is estimated by considering factors such as the expected life of the Company’s subscription contracts, historical customer attrition rates, technological life of the Company’s platform, the impact of competition in its industry, as well as other factors.

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Notes to Financial Statements

There was no impairment loss in relation to deferred sales commissions for the year ended December 31, 2018 or for the period from January 1, 2019 through October 25, 2019. Sales commissions that will be amortized within the next twelve months are included in deferred sales commissions, current, on the consolidated balance sheets. Any sales commissions that will be amortized in any period subsequent to the next twelve months are included in deferred sales commissions, noncurrent, on the consolidated balance sheets.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation and amortization are removed from the Company’s consolidated balance sheets and the resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss.

The following table presents the estimated useful lives of property and equipment:

	Useful Life
Computers and equipment	3 years
Furniture and fixtures	7 years
Leasehold improvements	Shorter of lease term or estimated useful life of 5 years

Intangible Assets

Intangible assets are recorded at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over an estimated useful life of three years. Amortization costs are included in cost of revenue within the consolidated statements of operations and comprehensive loss. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There was no impairment of intangible assets recorded for the year ended December 31, 2018 or the period from January 1, 2019 through October 25, 2019.

Deferred Rent

The Company leases real estate facilities under operating leases. For leases that contain rent escalation or rent concession provisions, the Company records the total rent expense during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight-line rent expense as a deferred rent liability within accrued and other current liabilities on the accompanying consolidated balance sheets.

Deferred Revenue

Deferred revenue consists of customer billings or payments received in advance of revenue recognition. The Company generally invoices its customers on an annual up-front basis. Deferred revenue that will be recognized during the next twelve months is recorded as current deferred revenue, and the remaining portion is recorded as noncurrent.

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Notes to Financial Statements

Revenue Recognition

In accordance with Accounting Standards Codification 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these services. The Company determines revenue recognition through the following steps:

• Identification of the contract, or contracts, with the 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

• Recognition of the revenue when, or as, the Company satisfies a performance obligation

The Company generates subscription fees from customers accessing the Company’s cloud platform service, a hosted service which provides security analysts visibility to monitor infrastructure and assess impact and context of attacks. Additionally, the analyzed data is stored on the platform and refreshed throughout the service term with updated data. Subscription arrangements with customers do not provide the customer with the right to take possession of the Company’s cloud platform at any time. Instead, customers are granted continuous access to the platform over the contractual period. A time-elapsed method is used to measure progress as control is transferred evenly over the contractual period. Accordingly, the fixed transaction price related to subscription fees are generally recognized on a straight-line basis over the contract term, commencing on the date the service is made available to the customer and all other revenue recognition criteria have been met.

The typical subscription term is one to three years. Most of the contracts are non-cancelable over the contractual term. The Company’s policy is to exclude sales and other indirect taxes when measuring the transaction price of its subscription agreements.

Cost of Revenue

Cost of revenue consists primarily of personnel and related costs, hosting costs, amortization of intangible assets, as well as other allocated costs. These costs are expensed as incurred.

Research and Development Costs

The Company charges costs related to research, design, and development of products to research and development expense as incurred. These costs consist primarily of personnel and related expenses, contractor and consulting fees related to the design, development, testing, and enhancement of the Company’s platform, and software, hardware, and third-party hosting costs related to research and development activities.

Advertising and Promotion Costs

Costs related to advertising and promotions of products and services are charged to sales and marketing expense as incurred. The Company incurred $219,000 and $65,000 in advertising and promotion expenses for the year ended December 31, 2018, and the period from January 1, 2019 to October 25, 2019, respectively.

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Notes to Financial Statements

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based payment awards, including stock options granted to employees and directors based on the estimated fair values on the date of the grant.

The fair value of options granted is estimated on the grant date using the Black-Scholes option pricing model. This pricing model for stock-based compensation expense requires the Company to make assumptions and judgments about the variable inputs used in the Black-Scholes model.

Determination of all of these assumptions involves the Company’s best estimates at that time, which impact the fair value of the option calculated under the Black-Scholes methodology, and ultimately the expense that will be recognized over the life of the option. See Note 8 for the inputs and assumptions used to determine the fair value of options granted in each period presented.

The Company recognizes stock-based compensation expense on a straight-line basis over the service period, net of actual forfeitures.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets.

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Notes to Financial Statements

Other Comprehensive Income

Other comprehensive income includes amounts recorded in equity that are not the result of transactions with stockholders. During the period from January 1, 2019 to October 25, 2019, other comprehensive income amounted to $2,000, which consisted of unrealized gains from foreign currency translation adjustments, net of tax.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the consolidated balance sheets and disclosing key information about lease arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The new guidance will be effective for annual periods beginning after December 15, 2019, and interim periods thereafter. Early adoption is permitted for all entities. The Company is currently reviewing this guidance to assess the potential impact on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230)—Restricted Cash. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The Company adopted this guidance as of January 1, 2018 and has presented the consolidated statements of cash flows in accordance with this update.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The amendments in the updated guidance expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments in the update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently reviewing this guidance to assess the potential impact on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The amendments in the updated guidance simplify the accounting for income taxes by removing certain exceptions and improving consistent application of other areas of the topic by clarifying the guidance. The amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently reviewing this guidance to assess the potential impact on its consolidated financial statements.

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Notes to Financial Statements

3. Balance Sheet Components

Cash and Restricted Cash

A reconciliation of cash and restricted cash to the consolidated statements of cash flows is as follows (in thousands):

	As of January 1, 2018		As of December 31, 2018		As of October 25, 2019
Cash	$	6,356	$	7,497	$	782
Restricted cash		175		300		300
Total cash and restricted cash	$	6,531	$	7,797	$	1,082

Prepaid Expenses and Other Current Assets

Components of prepaid expenses and other current assets were as follows (in thousands):

	As of December 31,		As of October 25,
	2018		2019
Prepaid marketing expenses	$	298	$	181
Other prepaid operating expenses		396		179
Other current assets		416		260
Total prepaid expenses and other current assets	$	1,110	$	620

Property and Equipment, net

Components of property and equipment, net, are as follows (in thousands):

	As of December 31,			As of October 25,
	2018			2019
Computers and equipment	$	299		$	311
Furniture and fixtures		210			210
Leasehold improvements		75			75
Total property and equipment, gross		584			596
Less: Accumulated depreciation and amortization		(109	)		(229	)
Total property and equipment, net	$	475		$	367

Depreciation and amortization expense of property and equipment for the year ended December 31, 2018 and the period from January 1, 2019 to October 25, 2019 was $97,000 and $120,000, respectively.

Intangible Assets

Intangible assets consist of a domain name with a value of $69,000. As of December 31, 2018, and October 25, 2019 the accumulated amortization of the intangible assets was $17,000 and $35,000, respectively. The Company recorded $17,000 and $18,000 of amortization expense during the year ended December 31, 2018 and the period from January 1, 2019 to October 25, 2019, respectively.

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Notes to Financial Statements

Future amortization expense related to the acquired developed technology is as follows (in thousands):

	Amortization Expense
2019 (a)	$	5
2020		23
2021		6
	$	34

(a) Represents period from October 26, 2019 to December 31, 2019

Accrued and Other Current Liabilities

Components of accrued and other current liabilities were as follows (in thousands):

	As of December 31, 2018		As of October 25, 2019
Customer deposits	$	1,582	$	995
Employee related		167		825
Accrued legal expenses		17		788
Accrued sales commissions		535		328
Accrued hosting expenses		441		327
Deferred rent		102		110
Accrued other operating expenses		171		321
Total accrued and other current liabilities	$	3,015	$	3,694

4. Borrowings

Term Loan

In May 2016, the Company entered into a loan and security agreement (“Term Loan”), with a financial institution which allowed for borrowings up to $750,000 across two tranches. The first tranche was available through December 31, 2016 and allowed for borrowings of up to $400,000, with a minimum borrowing of $250,000. The second tranche allowed for borrowings of up to $350,000 through March 31, 2017, with a minimum borrowing of $250,000. The term loan matured on September 1, 2019 and is secured by collateral including the Company’s equipment, intangibles, and accounts receivable. The Term Loan provides that the Company may not pay or declare any dividends on its common stock. Outstanding balances under the Term Loan accrue interest at a floating rate per annum equal to the prime rate plus 1.75% (7.25% at December 31, 2018). Interest only payments are due on the first day of the month, for three months following funding, followed by thirty equal monthly payments of principal and interest. As of December 31, 2018, the Company had $210,000 outstanding under the Term Loan. The Term Loan matured and was repaid in full in September 2019.

Supplemental Term Loan

In May 2018, the Company entered into a loan and security agreement (“Supplemental Term Loan”), with a financial institution which allowed for borrowing up to $2,000,000. Each advance under the Supplemental Term Loan must be in a minimum amount of $250,000, provided that the final advance under the

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Notes to Financial Statements

Supplemental Term Loan can equal the amount that has not yet been drawn. Outstanding balances under the Term Loan accrue interest at a floating rate per annum equal to the prime rate plus 0.75% (5.75% at October 25, 2019). Interest only payments are due on the first day of the month, for seven months following an advance, followed by thirty-six equal monthly payments of principal and interest. The Company may prepay the Supplemental Term Loan in whole or in part without penalty. The Supplemental Term Loan matures on December 1, 2021, at which point a final payment of $60,000 is due. The Supplemental Term Loan is secured by collateral including the Company’s equipment, intangibles, and accounts receivable. The Supplemental Term Loan provides that the Company may not pay or declare any dividends on its common stock. The Company will accrete the final payment over the term of the loan. In connection with the Supplemental Term Loan, the Company paid $17,000 in debt issuance costs, which are being amortized to interest expense over the term of the loan. As of December 31, 2018, the Company had $1,996,000 outstanding under the Supplemental Term Loan. As of October 25, 2019, the Company had $1,471,000 outstanding under the Supplemental Term Loan.

NGC Term Loan

In January 2019, the Company entered into a new growth capital term loan agreement (“NGC Term Loan”), with a financial institution which allowed for borrowing up to $3,000,000. Each advance under the NGC Term Loan must be in a minimum amount of $250,000, provided that the final advance under the NGC Term Loan can equal the amount that has not yet been drawn. Outstanding balances under the NGC Term Loan accrue interest at a floating rate per annum equal to the greater of the prime rate less 1% or 3.50% (4.50% at December 31, 2018). Interest only payments are due on the first day of the month following an advance followed by thirty-six equal monthly payments of principal and interest. The Company may prepay the NGC Term Loan in whole or in part without penalty. The NGC Term Loan matures on December 1, 2022 and is secured by collateral including the Company’s equipment, intangibles, and accounts receivable. The NGC Term Loan provides that the Company may not pay or declare any dividends on its common stock. In connection with the NGC Term Loan, the Company paid $26,000 in debt issuance costs, which are being amortized to interest expense over the term of the loan. As of October 25, 2019, the Company had $3,014,000 outstanding under the NGC Term Loan. As part of the NGC Term Loan, the Company entered into a revolving line of credit agreement under which advances could be made to the Company of up to $2,000,000 (“the Revolving LOC”). The Revolving LOC matures on January 23, 2020, at which point the principal on all advances and any unpaid interest are due. Amounts borrowed under the Revolving LOC may be repaid and reborrowed prior to the Revolving LOC maturity date. As of October 25, 2019, no amounts had been borrowed under the Revolving LOC.

The future maturities of the Company’s outstanding debt are as follows (in thousands):

Year Ended December 31,
2019 (a)	$	106
2020		1,644
2021		1,695
2022		1,040
	$	4,485

(a) Represents period from October 26, 2019 to December 31, 2019

Warrants to Purchase Common Stock

In May 2016, in connection with the Term Loan, the Company issued a warrant to purchase 90,148 shares of its common stock. The warrant exercise price is $0.10 per share, and it expires on May 27, 2026. The

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Notes to Financial Statements

warrant fair value of $6,000 as of the date of issuance was recorded as a debt discount and additional paid-in capital in the accompanying consolidated balance sheets. See Note 8 for more details on the valuation of the common stock warrants.

In May 2018, in connection with the Supplemental Term Loan, the Company issued a warrant to purchase 54,400 shares of its common stock. The warrant exercise price is $0.355 per share and it expires on May 7, 2028. The warrant fair value of $14,000 as of the date of issuance was recorded as a debt discount and additional paid-in capital in the accompanying consolidated balance sheets. See Note 8 for more details on the valuation of the common stock warrants.

In January 2019, in connection with the NGC Term Loan, the Company issued a warrant to purchase 50,100 shares of its common stock. The warrant exercise price is $0.48 per share and it expires on January 24, 2029. The warrant fair value of $17,000 as of the date of issuance was recorded as a debt discount and additional paid-in capital in the accompanying consolidated balance sheets. See Note 8 for more details on the valuation of the common stock warrants.

5. Commitments and Contingencies

Lease Commitments

The Company has entered into various operating leases for its facilities, expiring between 2019 and 2023. Certain operating leases contain provisions under which monthly rent escalates over time. When lease agreements contain escalating rent clauses or free rent periods, the Company recognizes rent expense on a straight-line basis over the term of the lease.

Rent expense was $614,000 and $421,000 for the year ended December 31, 2018 and the period from January 1, 2019 to October 25, 2019, respectively.

As of October 25, 2019, future minimum lease payments under noncancelable operating leases were as follows (in thousands):

Year Ended December 31,	Operating Lease Commitments
2019 (a)	$	62
2020		377
2021		388
2022		399
2023		409
	$	1,635

(a) Represents period from October 26, 2019 to December 31, 2019

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Notes to Financial Statements

Hosting and Other Commitments

As of October 25, 2019, future minimum commitments and other non-cancelable obligations were as follows (in thousands):

Year Ended December 31,	Hosting Commitments		Other Commitments
2019 (a)	$	—	$	—
2020		4,750		92
2021		5,000		100
2022		—		8
	$	9,750	$	200

(a) Represents period from October 26, 2019 to December 31, 2019

Indemnifications

In the ordinary course of business, the Company includes standard indemnification provisions in most of its software-as-a-service (“SaaS”) revenue arrangements with its customers. Pursuant to these provisions, the Company indemnifies these parties for losses suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement, or other claims made against certain parties. These provisions may limit the time within which an indemnification claim can be made but are generally perpetual any time after execution of the agreement. The maximum amount of potential future indemnification is generally unlimited. It is not possible to estimate the maximum potential amount under these indemnification agreements due to limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement, and the Company does not believe a loss contingency is probable. The Company has not incurred significant expense defending its licensees against third-party claims, nor has it ever incurred significant expense under its standard service warranties. Accordingly, the Company has no liabilities recorded for potential claims under these agreements as of December 31, 2018 and October 25, 2019.

Litigation

From time to time, the Company may be a party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Reserve estimates are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.

In February 2019, the Company reached a settlement with a former employee who alleged entitlement to commissions earned in 2018 that the Company disputed. As of December 31, 2018, the Company recorded a liability of $206,000 in accrued expenses and other current liabilities related to this settlement. No losses were recorded for the period from January 1, 2019 to October 25, 2019.

There were no other liabilities for litigation or contingencies recorded as of October 25, 2019.

6. Common Stock

The Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 51,000,000 shares and 55,000,000 shares of common stock at a par value of $0.00001 as of December 31,

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Notes to Financial Statements

2018 and October 25, 2019, respectively. As of December 31, 2018 and October 25, 2019, 12,025,000 and 14,082,000 shares of common stock were issued and outstanding, respectively.

Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. As of October 25, 2019, no dividends had been declared.

Shares of Common Stock Reserved for Future Issuance

The Company has reserved shares of its common stock as follows:

	As of December 31, 2018		As of October 25, 2019
Redeemable convertible preferred stock		25,762		30,217
Common stock warrants		145		195
Stock options outstanding		10,137		6,872
Future issuance under equity incentive plans		1,979		2,866
Total common stock shares reserved		38,023		40,150

7. Redeemable Convertible Preferred Stock

At December 31, 2018, redeemable convertible preferred stock consisted of the following:

	Shares Authorized		Issued and Outstanding		Issuance Price Per Share		Conversion Price Per Share		Carrying Value		Liquidation Value
	(in thousands, except per share amount)
Series Seed		3,606		3,606	$	0.62	$	0.62	$	2,250	$	2,250
Series A		8,260		8,236		1.48		1.48		12,041		12,150
Series B		13,920		13,920		1.80		1.80		24,864		25,000
		25,786		25,762					$	39,155	$	39,400

At October 25, 2019, redeemable convertible preferred stock consisted of the following:

	Shares Authorized		Issued and Outstanding		Issuance Price Per Share		Conversion Price Per Share		Carrying Value		Liquidation Value
	(in thousands, except per share amount)
Series Seed		3,606		3,606	$	0.62	$	0.62	$	2,250	$	2,250
Series A		8,260		8,236		1.48		1.48		12,041		12,150
Series B		18,926		18,375		1.80		1.80		32,802		33,001
		30,792		30,217					$	47,093	$	47,401

Voting and Election of Directors

The holder of each share of preferred stock shall have the right to one vote for each share of common stock into which such preferred stock could then be converted, and with respect to such vote, such holder shall

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Notes to Financial Statements

have full voting rights and powers equal to the voting rights and powers of the holders of common stock. The holders of such shares of Series A, voting exclusively as a separate class, shall be entitled to elect two (2) directors. The holders of such shares of Series B, voting exclusively as a separate class, shall be entitled to elect one (1) director. The holders of outstanding common stock shall be entitled to elect two (2) directors. The holders of preferred stock and common stock (voting together as a single class and not as separate series, and on an as-converted basis) shall be entitled to elect any remaining directors of this corporation. At least a majority vote is required in order to elect Company directors.

Dividends

The Company’s preferred shareholders are entitled to receive dividends when and if declared by the Board of Directors. Such dividends are not cumulative. After payment of such dividends, any additional dividends or distributions shall be distributed among all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of preferred stock were converted to common stock at the then effective conversion rate. The dividend rate is $0.05 per annum for each share of Series Seed Preferred Stock, $0.12 per annum for each share of Series A Preferred Stock, and $0.14 per annum for each share of Series B Preferred Stock.

Liquidation Preferences

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of Series Seed, Series A, and Series B Preferred Stock shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution to holders of common stock an amount equal to their original issue prices of $0.62, $1.48, and $1.80 per share, respectively, together with any declared but unpaid dividends. The remaining proceeds are distributed to the common stock and converted preferred stock. If the assets are insufficient to make payment in full to all holders of Series Seed, Series A, and Series B Preferred Stock, the assets or consideration of the Company legally available for distribution shall be distributed ratably among the holders of the preferred stock in proportion to their liquidation preference.

Conversion

Each share of Series Seed, Series A, and Series B Preferred Stock, at the option of the holder, is convertible into the number of fully paid and nonassessable shares of common stock which results from dividing the initial issuance price per share of such shares by the conversion price per share in effect for the redeemable convertible preferred stock at the time of conversion.

Each share of Series Seed, Series A, and Series B Preferred Stock shall automatically be converted into shares of Common Stock at the conversion price at the time in effect for such share immediately upon the earlier of (i) the Corporation’s sale of the Company’s common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, the offering price of which was not less than $50.0 million in the aggregate or (ii) the date specified by written consent or agreement of the holders of at a majority of the then outstanding shares of Preferred Stock.

Balance Sheet Presentation

The Company’s Amended and Restated Certificate of Incorporation does not provide that its preferred stock shall be redeemable at the option of the holder. However, there are potential redemption triggers that are outside the control of the Company. Accordingly, the Company has presented all shares of its preferred stock outside of permanent equity, or in the mezzanine section of its balance sheet.

F-64

Jask Labs Inc.

Notes to Financial Statements

Conversion of SAFE Agreement

In June 2017, the Company entered into a Simple Agreement for Future Equity agreement (“SAFE agreement”) with an investor, receiving $36,000 in exchange for the investor’s right to participate in a future equity financing. The SAFE agreement contained a number of conversion and redemption provisions, including settlement upon liquidity or dissolution events. In June 2018, the investor exercised its right to convert the SAFE agreement into 24,168 shares of Series A Preferred Stock.

8. Equity Incentive Plans

In December 2015, the Company adopted the 2015 Stock Plan (the “2015 Plan”), which provided for the issuance of incentive stock options, non-qualified stock options, and restricted stock awards to eligible participants. Under the 2015 Plan, options to purchase common stock awards were granted at no less than 100% of the fair value of the Company’s common stock on the date of the grant, as determined by the board of directors (100% of fair value for incentive stock options and 110% of fair value in certain instances). The 2015 Plan allowed for grants of immediately exercisable options; however, the Company has the right to repurchase any unvested common stock upon termination of employment at the original exercise price. Options become exercisable at such times and under such conditions as determined by the board of directors. Options generally vest over a four-year period and have a maximum term of ten years.

In January 2018, the Company adopted the 2018 Stock Plan (the “2018 Plan”), which provided for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, restricted stock awards, and restricted stock units to eligible participants. Under the 2018 Plan, options to purchase common stock awards were granted at no less than 100% of the fair value of the Company’s common stock on the date of the grant, as determined by the board of directors (100% of fair value for incentive stock options and 110% of fair value in certain instances). The 2018 Plan allowed for grants of immediately exercisable options; however, the Company has the right to repurchase any unvested common stock upon termination of employment at the original exercise price. Options become exercisable at such times and under such conditions as determined by the board of directors. Options generally vest over a four-year period and have a maximum term of ten years. In connection with the adoption of the 2018 Plan, the Company suspended the 2015 Plan.

Options

The fair value of each employee stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below. The expected term represents the period that the Company’s share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms, and contractual lives of the options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated option life. The expected stock price volatility is based upon comparable public company data. The Company does not currently issue dividends.

	Year Ended December 31,	January 1 to October 25,
	2018	2019
Expected life (in years)	5.1 - 6.1	5.1 - 6.1
Risk-free interest rate	2.64% - 2.99%	1.84% - 1.89%
Expected volatility	62.3% - 64.5%	64.9% - 65.5%
Expected dividend yield	—	—

F-65

Jask Labs Inc.

Notes to Financial Statements

The fair value of each non-employee stock option award is estimated on the date of grant using the Black-Scholes option-pricing model, and re-measured at each reporting period using the assumptions in the table below. The expected term represents the period that the Company’s share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms, and contractual lives of the options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated option life. The expected stock price volatility is based upon comparable public company data. The Company does not currently issue dividends.

	Year Ended December 31,	January 1 to October 25,
	2018	2019
Expected life (in years)	8.1 - 9.9	7.3 - 9.7
Risk-free interest rate	2.63% - 2.69%	1.61% - 2.69%
Expected volatility	66.5% - 66.1%	63.9% - 67.1%
Expected dividend yield	—	—

Option activity for the year ended December 31, 2018 and the period from January 1, 2019 to October 25, 2019 was as follows:

	Shares Available for Grant			Number of Shares			Options Outstanding
							Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(in thousands)			(in thousands)			(Years)				(in thousands)
Balances at December 31, 2017		4,367			1,629		$	0.15		6.64	$	542
Additional shares authorized		10,746			—
Options granted		(9,554	)		9,554			0.40
Options exercised		—			(25	)		0.36				3
Options cancelled		1,021			(1,021	)		0.30
Retirement of shares under the 2015 Plan		(4,601	)		—
Balances at December 31, 2018		1,979			10,137		$	0.37		9.11	$	1,107
Additional shares authorized		—			—
Options granted		(2,273	)		2,273			0.48
Options exercised		—			(1,046	)		0.27				222
Options cancelled		4,492			(4,492	)		0.39
Retirement of shares under the 2015 Plan		(322	)		—
RSAs granted		(1,010	)		—
Balances at October 25, 2019		2,866			6,872		$	0.41		8.81	$	501
Options vested and exercisable as of October 25, 2019					1,840		$	0.30		8.13	$	327

Stock options granted during the year ended December 31, 2018 and the period from January 1, 2019 to October 25, 2019 had a weighted-average grant date fair value of $0.24 and $0.29, respectively. The number of shares as of October 25, 2019 totaling 6,872,484 are all expected to vest.

F-66

Jask Labs Inc.

Notes to Financial Statements

The following table presents total stock-based compensation expense included in the consolidated statements of operations and comprehensive loss (in thousands):

	Year Ended December 31, 2018		January 1 to October 25, 2019
Cost of revenue	$	18	$	22
Research and development		179		89
Sales and marketing		157		113
General and administrative		224		240
Total	$	578	$	464

No income tax benefits have been recognized for stock-based compensation arrangements. As of October 25, 2019, there was approximately $1,182,000 of total unrecognized compensation expense related to unvested employee and non-employee stock options that is expected to be recognized over a weighted-average period of 2.96 years.

Restricted Stock

The cost of restricted stock awards (“RSAs”) are determined using the fair value of the Company’s common stock on the date of grant. In October 2015, the Company granted 12,000,000 shares to the Company’s founder, which vest over four years. At the time of grant, the price of the shares equaled fair value, and as such no stock-based compensation was recorded for these RSAs. During the period from January 1, 2019 to October 25, 2019, an additional 1,010,492 shares were granted to employees with a fair value of $0.48.

A summary of RSA activity for the year ended December 31, 2018 and the period from January 1, 2019 to October 25, 2019 is as follows:

	Number of Shares			Weighted Average Grant Date Fair Value
	(in thousands)
Unvested—December 31, 2017		5,750			—
Granted		—			—
Vested		(3,000	)		—
Cancelled		—			—
Unvested—December 31, 2018		2,750			—
Granted		1,010		$	0.48
Vested		(2,717	)	$	0.04
Cancelled		—			—
Unvested—October 25, 2019		1,043		$	0.26

Warrants

In May 2016, in connection with the Term Loan discussed in Note 4, the Company issued warrants to purchase 90,148 shares of its common stock. In May 2018, in connection with the Supplemental Term Loan

F-67

Jask Labs Inc.

Notes to Financial Statements

discussed in Note 4, the Company issued warrants to purchase 54,400 shares of its common stock. In January 2019, in connection with the NGC Term Loan discussed in Note 4, the Company issued warrants to purchase 50,100 shares of its common stock. The common stock warrants are classified as equity and the fair value was recorded to additional paid-in-capital on the Company’s consolidated balance sheets.

The Company estimated the fair value of these warrants is calculated using a Black-Scholes option valuation model, based on the estimated market value of the underlying common stock at the measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying common stock.

The Company utilized the assumptions in the following table to determine the fair value on the date of grant of the warrants issued:

	Year Ended December 31,			January 1 to October 25,
	2018			2019
Expected life (in years)		10.0			10.0
Risk-free interest rate		2.95	%		2.72	%
Expected volatility		65.1	%		60.8	%
Expected dividend yield		—			—

9. 401(k) Plan

In August 2019, the Company adopted a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the Internal Revenue Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings, not to exceed the maximum amount allowable. The Company has not made any matching contributions to date.

10. Income Taxes

The Company’s loss before income taxes consisted of the following:

	Year Ended December 31,			January 1 to October 25,
	2018			2019
	(in thousands)
United States	$	(26,309	)		(22,557	)
International		—			13
Total	$	(26,309	)		(22,544	)

F-68

Jask Labs Inc.

Notes to Financial Statements

The Company’s provision for income taxes consisted of the following components:

	Year Ended December 31, 2018		January 1 to October 25, 2019
	(in thousands)
Current
Federal	$	—		—
State		1		1
Foreign		—		3
Total current tax expense		1		4
Deferred
Federal		—		—
State		—		—
Foreign		—		—
Total deferred tax expense		—		—
Total tax expense	$	1		4

The Company’s significant components of its deferred tax assets and liabilities were as follows:

	Year Ended December 31, 2018			January 1 to October 25, 2019
	(in thousands)
Deferred tax assets:
Accruals and reserves	$	63		$	61
Deferred revenue		22			329
Net operating loss carryforward		7,086			11,384
Research and development and other credits		126			232
Stock-based compensation		31			70
Fixed assets and intangibles		28			38
Other		2			2
Gross deferred tax assets		7,358			12,116
Valuation allowance		(7,358	)		(12,116	)
Total deferred tax assets		—			—
Total deferred tax liabilities		—			—
Net deferred tax assets:	$	—		$	—

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. Management believes that, based on a number of factors, it is more likely than not that the deferred tax assets will not be fully realized, such that a full valuation allowance has been recorded. The valuation allowance of $7,358,000 and $12,116,000 has been established by the Company at December 31, 2018 and October 25, 2019, respectively.

As of October 25, 2019, the Company had net operating loss carryforwards of approximately $52,600,000 for U.S. federal and $4,787,000 for U.S. state income tax purposes available to offset future taxable income. If unutilized, a portion of the net operating loss carryforwards will begin to expire in 2036. The net change

F-69

Jask Labs Inc.

Notes to Financial Statements

in the valuation allowance in the year ended December 31, 2018 was an increase of approximately $5,533,000 due primarily to current year losses. The net change in the valuation allowance in the period from January 1 to October 25, 2019 was an increase of approximately $4,758,000 due primarily to current year losses. The Company also has research tax credit carryovers of approximately $302,000 for U.S. federal and $220,000 for U.S. state income tax purposes. The federal research tax credits expire beginning in 2038 and the state tax credits can be carried over indefinitely.

Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the net operating loss and income tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods.

The following table presents a reconciliation from the statutory federal income tax rate to the effective rate:

	Year Ended December 31, 2018			January 1 to October 25, 2019
U.S. federal taxes (benefit) at statutory rate		21.0	%		21.0	%
Other		(0.6	)		(0.7	)
Change in valuation allowance		(20.4	)		(20.3	)
Effective tax rate		0.0	%		0.0	%

The following shows the changes in the gross amount of unrecognized tax benefits:

	Year Ended December 31, 2018		January 1 to October 25, 2019
	(in thousands)
Beginning Balance	$	26		135
Increase in tax positions for prior years		—		—
Decreases in tax positions for prior years		—		—
Increase in tax positions for current year		109		120
Balance at period end	$	135		255

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company did not accrue any penalties or interest during the period from January 1 to October 25, 2019. The Company does not expect its unrecognized tax benefit to change materially over the next twelve months.

The Company files income tax returns in the United States federal jurisdiction and California and Texas state jurisdictions. For jurisdictions in which tax filings are made, the Company is generally subject to income tax examinations for all fiscal years since inception.

F-70

Jask Labs Inc.

Notes to Financial Statements

11. Subsequent Events

In October 2019, the Company entered into a merger agreement such that it was acquired by Sumo Logic, a company that provides, on a cloud-native SaaS delivery model, a software platform that enables organizations of all sizes to address the challenges and opportunities presented by digital transformation, modern applications, and cloud computing. The platform enables organizations to automate the collection, ingestion, and analysis of application, infrastructure, security and IoT data to derive actionable insights. The aggregate purchase consideration was $55.1 million, paid in a combination of cash, common stock, and assumed awards at closing.

The Company has evaluated subsequent events through January 10, 2020, the date the consolidated financial statements were available for issuance.

F-71

Sumo Logic, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

The following unaudited pro forma condensed combined statement of operations is presented to give effect to the acquisition of Jask Labs Inc. (“Jask Labs”) by Sumo Logic, Inc. (“Sumo Logic” or “the Company”) on October 25, 2019 for an aggregate purchase consideration of $55.1 million, of which $11.2 million was paid in cash, $43.3 million was comprised of 3,573,659 shares of common stock, and $0.6 million was comprised of assumed options to purchase 265,075 shares of common stock (the “Acquisition”).

The unaudited pro forma information was prepared based on the historical consolidated financial statements of Sumo Logic and Jask Labs after giving effect to the Acquisition using the acquisition method of accounting, and after applying the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined statement of operations for the year ended January 31, 2020 is presented as if the Acquisition had occurred on February 1, 2019. The acquisition of Jask Labs has already been reflected in the Company’s historical audited consolidated balance sheet as of January 31, 2020. Therefore, no unaudited pro forma condensed combined balance sheet as of January 31, 2020 has been presented herein.

The Sumo Logic condensed consolidated statement of operations included herein was derived from the Sumo Logic audited financial statements for the year ended January 31, 2020, included elsewhere in this prospectus. The Jask Labs statement of operations included herein was derived by subtracting the historical unaudited financial information for the month ended January 31, 2019 from the audited statement of operations for the period ended October 25, 2019, included elsewhere in this prospectus.

The unaudited pro forma condensed combined statement of operations reflects certain adjustments that are necessary to present fairly the Company’s unaudited pro forma condensed combined statement of operations. The pro forma adjustments give effect to events that are (1) directly attributable to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the Company and are based on assumptions that management believes are reasonable given the best information currently available. The pro forma information should be read together with (1) the accompanying notes to the unaudited pro forma condensed combined statement of operations, (2) the audited historical financial statements and related notes of Sumo Logic included elsewhere in this prospectus, and (3) the audited historical financial statements and related notes of Jask Labs included elsewhere in this prospectus.

The pro forma information has been prepared for illustrative purposes only and is not intended to represent or be indicative of the consolidated results of operations in future periods or the results that actually would have been achieved had Sumo Logic and Jask Labs been a combined company during the period presented. The pro forma information does not reflect any operating efficiencies, post-acquisition synergies or cost savings that Sumo Logic may achieve with respect to the combined companies.

F-72

Sumo Logic, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended January 31, 2020

(in thousands, except per share data)

	Historical Sumo Logic			Jask Labs February 1, 2019 through October 25, 2019			Pro Forma Adjustments (see Note 3)			Notes	Pro Forma Combined
Revenue	$	155,056		$	2,398		$	(351	)	(a)	$	157,103
Cost of revenue		44,498			3,782			4,464		(b) (f)		52,744
Gross profit		110,558			(1,384	)		(4,815	)			104,359
Operating expenses:
Research and development		52,462			5,989			1,620		(f)		60,071
Sales and marketing		107,239			8,268			1,419		(f)		116,926
General and administrative		37,263			3,836			(3,741	)	(d) (e) (f)		37,358
Impairment of capitalized internal-use software		6,689			—			—				6,689
Total operating expenses		203,653			18,093			(702	)			221,044
Loss from operations		(93,095	)		(19,477	)		(4,113	)			(116,685	)
Interest and other income, net		1,982			18			—				2,000
Interest expense		(123	)		(265	)		183		(c)		(205	)
Loss before provision for income taxes		(91,236	)		(19,724	)		(3,930	)			(114,890	)
Provision for income taxes		901			1			291		(g) (h)		1,193
Net loss	$	(92,137	)	$	(19,725	)	$	(4,221	)		$	(116,083	)
Net loss per share, basic and diluted	$	(6.18	)							(i)	$	(6.84	)
Weighted-average shares used in calculating net loss per share, basic and diluted		14,907								(i)		16,980

F-73

Sumo Logic, Inc.

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

1. Basis of Presentation

The unaudited pro forma condensed combined statement of operations for the year ended January 31, 2020 is presented to give effect to the acquisition of Jask Labs by Sumo Logic on October 25, 2019. The aggregate purchase consideration was $55.1 million, of which $11.2 million was paid in cash, $43.3 million was comprised of 3,573,659 shares of common stock, and $0.6 million was comprised of assumed options to purchase 265,075 shares of common stock. The unaudited pro forma combined financial information was prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined statement of operations reflects certain adjustments that are necessary to present fairly the Company’s unaudited pro forma condensed combined statement of operations. The pro forma adjustments give effect to events that are (1) directly attributable to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the Company and are based on assumptions that management believes are reasonable given the best information currently available.

Under the acquisition method of accounting, acquisition-related expenses (e.g., advisory, legal, valuation and other professional fees) are not included as consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. These costs are not presented in the unaudited pro forma condensed combined statement of operations because they will not have a continuing impact on the results of the combined company.

In accordance with the acquisition method of accounting for business combinations in accordance with ASC 805, Business Combinations, the assets acquired and the liabilities assumed are recorded at their respective fair values and added to those of the Company. The excess purchase consideration over the fair values of assets acquired and liabilities assumed was recorded as goodwill.

2. Purchase Price Allocation

The total purchase price of the Acquisition was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill is attributable to the assembled workforce and synergies from the future growth and strategic advantages of the Acquisition. The goodwill recorded is not expected to be deductible for tax purposes.

F-74

Sumo Logic, Inc.

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

The following table summarizes the preliminary purchase price allocation as of the acquisition date (in thousands):

Cash	$	782
Restricted cash		300
Accounts receivable		503
Prepaid expenses and other assets		659
Fixed assets		367
Intangible assets		17,500
Goodwill		41,368
Accounts payable		(1,760	)
Deferred revenue, current		(2,358	)
Accrued and other current liabilities		(1,609	)
Deferred revenue, noncurrent		(354	)
Other noncurrent liabilities		(291	)
Total purchase price	$	55,107

3. Pro Forma Adjustments

The accompanying unaudited pro forma condensed combined statement of operations has been prepared as if the Acquisition was completed on February 1, 2019 and reflects the following pro forma adjustments:

(a) To record a reduction in revenue of $0.4 million related to the estimated fair value of the acquired deferred revenue.

(b) To record amortization expense of $4.3 million for the year ended January 31, 2020, associated with the fair value of acquired technology.

The adjustment for the amortization of the intangible assets acquired was calculated using the acquisition-date fair value of the intangible assets acquired amortized on a straight-line basis over the estimated useful life of 3 years, assuming the Acquisition occurred on February 1, 2019. The amortization expense of $4.3 million does not reflect the elimination of historical amortization expense recorded by Jask Labs as it was not material.

(c) To eliminate $0.2 million of interest expense for the year ended January 31, 2020, associated with the extinguishment of Jask Labs debt in connection with the Acquisition.

(d) To eliminate $3.4 million in acquisition-related expenses incurred by the Company and Jask Labs for the year ended January 31, 2020 as a result of the Acquisition, primarily consisting of legal and advisory fees.

(e) To eliminate $0.1 million in expense for Jask Labs equity awards assumed by the Company that accelerated vesting as part of the Acquisition.

F-75

Sumo Logic, Inc.

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

(f) To record $3.0 million of stock-based compensation expense, related to restricted shares and stock options issued and replaced by the Company to Jask Labs employees, offset by elimination of stock-based compensation expense recorded by Jask Labs as follows (in thousands):

Cost of revenue	$	183
Research and development		1,620
Sales and marketing		1,419
General and administrative		(216	)
Total stock-based compensation expense	$	3,006

(g) To eliminate the tax benefit of $0.3 million recorded due to the release of the valuation allowance on its net deferred tax assets.

(h) The combined company has recorded a valuation allowance related to net deferred tax assets. As a result of the operating loss and tax credit carryforwards, the combined company does not expect to incur any material U.S. federal or state tax liabilities. Therefore, the Company does not anticipate a material impact to tax expense or benefit for pro forma purposes.

(i) To reflect the pro forma net loss per share computation:

Pro forma net loss	$	(116,083	)
Historical shares used in computing net loss per share—basic and diluted		14,907
Weighted average shares issued		2,073
Pro forma shares in computing net loss per share—basic and diluted		16,980
Pro forma net loss per share—basic and diluted	$	(6.84	)

F-76

Sumo Logic by the numbers* Scale Reach $185m+** 2,100+ Revenue run rate Global customers Growth Adoption 45%* 125k+ Revenue growth Users Visibility Potential 120%+ $50bn+ Dollar-based net TAM (2020 estimate) retention rate*** Predictable Enterprise 99% 325+ Subscription Customers with ARR over $100k*** * As of Q1 FY21 unless otherwise specified. ** Q1 FY21 revenue annualized. GAAP net loss for the quarter was $24M. *** See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information on how we define annual recurring revenue, or ARR, and dollar-based net retention rate.

Empowering the people who power modern business

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, upon completion of this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee, and the exchange listing fee.

	Amount to be Paid
SEC registration fee	$	*
FINRA filing fee		*
Exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*
Total	$	*

* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.

We expect to adopt an amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, and which will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. 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 the following:

• any breach of their duty of loyalty to our company or our stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

• any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, we expect to adopt amended and restated bylaws, which will become effective immediately prior to the completion of this offering, and which will provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our

II-1

amended and restated bylaws are expected to provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws will also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are expected to be included in our amended and restated certificate of incorporation, amended and restated bylaws, and the indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive 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 executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement to be filed as Exhibit 1.1 to this registration statement will provide for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since February 1, 2017, we have issued the following unregistered securities:

Preferred Stock Issuances

From April 2017 through June 2017, we sold an aggregate of 9,188,612 shares of our Series F redeemable convertible preferred stock to 56 accredited investors at a purchase price of $8.07738 per share, for an aggregate purchase price of $74,219,911. These shares were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder).

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In May 2019, we sold an aggregate of 9,986,103 shares of our Series G redeemable convertible preferred stock to 31 accredited investors at a purchase price of $11.0153 per share, for an aggregate purchase price of $109,999,920. These shares were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder).

Warrant Issuances

In June 2017, we issued a warrant to purchase 8,038 shares of our Series F redeemable convertible preferred stock to one accredited investor at an exercise price of $8.07738 per share. These warrants were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act.

In July 2019, we issued a warrant to purchase 10,530 shares of our Series G redeemable convertible preferred stock to the same accredited investor at an exercise price of $11.0153 per share. These warrants were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act.

Option and RSU Issuances

From February 1, 2017 through May 31, 2020, we granted to our directors, officers, employees, consultants, and other service providers options to purchase an aggregate of 24,788,633 shares of our common stock under our equity compensation plans at exercise prices ranging from $1.92 to $12.11683 per share. These shares were issued pursuant to an exemption under Rule 701.

From February 1, 2017 through May 31, 2020, we issued to our directors, officers, employees, consultants and other service providers an aggregate of 4,464,523 shares of our common stock upon the exercise of options under our equity compensation plans at exercise prices ranging from $0.48 to $3.68, for a weighted-average exercise price of $1.69. These shares were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act.

From February 1, 2017 through May 31, 2020, we granted to our directors, officers, employees, consultants and other service providers an aggregate of 2,804,800 RSUs to be settled in shares of our common stock under our equity compensation plans. These shares were issued pursuant to an exemption under Rule 701.

Shares Issued in Connection with Acquisitions

From February 1, 2017 through May 31, 2020, we issued an aggregate of 4,146,454 shares of our common stock in connection with our acquisitions of privately-held companies and as consideration to accredited investors. These shares were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act.

From February 1, 2017 through May 31, 2020, we assumed options to purchase an aggregate of 265,075 shares of our common stock for employees of Jask Labs that became our employees under the equity compensation plans we assumed in connection with our acquisition of Jask Labs. These shares were issued pursuant to an exemption under Rule 701.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules.

All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
2.1#	Agreement and Plan of Reorganization by and among the registrant, Lone Star Merger Sub I, Inc., Lone Star Merger Sub II, LLC, Jask Labs Inc., and Shareholder Representative Services LLC, as the representative, dated as of October 20, 2019.
3.1	Restated Certificate of Incorporation of the registrant, as currently in effect.
3.2*	Form of Amended and Restated Certificate of Incorporation of the registrant, to be in effect upon completion of this offering.
3.3#	Bylaws of the registrant, as amended, as currently in effect.
3.4*	Form of Amended and Restated Bylaws of the registrant, to be in effect upon completion of this offering.
4.1*	Form of common stock certificate of the registrant.
4.2#	Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of May 1, 2019.
5.1*	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1+*	Form of Indemnification Agreement between the registrant and each of its directors and executive officers.
10.2+*	Sumo Logic, Inc. 2020 Equity Incentive Plan and related form agreements.
10.3+*	Sumo Logic, Inc. 2020 Employee Stock Purchase Plan and related form agreements.
10.4+	Sumo Logic, Inc. 2010 Stock Plan and related form agreements.
10.5+	Sumo Logic, Inc. Fiscal 2021 Executive Incentive Compensation Plan.
10.6+#	Form of Change in Control and Severance Agreement between the registrant and each of its executive officers.
10.7+	Confirmatory Employment Letter between the registrant and Ramin Sayar, dated as of July 9, 2020.
10.8+*	Confirmatory Employment Letter between the registrant and Sydney Carey, dated as of July        , 2020.
10.9+	Confirmatory Employment Letter between the registrant and Steven Fitz, dated as of July 10, 2020.
10.10+	Confirmatory Employment Letter between the registrant and Katherine Haar, dated as of July 10, 2020.
10.11+	Confirmatory Employment Letter between the registrant and Suku Krishnaraj Chettiar, dated as of July 10, 2020.
10.12#	Building Lease Agreement between the registrant and Landlord Brugger Corp., dated as of January 22, 2013, as amended July 10, 2017.
10.13	Loan and Security Agreement between the registrant and Silicon Valley Bank, dated as of January 31, 2016, as amended June 28, 2017, April 22, 2019, June 30, 2019, July 30, 2019, and June 26, 2020.
21.1*	List of subsidiaries of the registrant.

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Exhibit Number	Description
23.1*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Armanino LLP, Independent Public Accounting Firm.
23.3*	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
24.1*	Power of Attorney (included on page II-7).

# Previously filed.

* To be filed by amendment. All other exhibits are submitted herewith.

+ Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on the                      day of                     , 2020.

SUMO LOGIC, INC.
By:
	Ramin Sayar President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ramin Sayar, Sydney Carey, and Katherine Haar, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her 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
Ramin Sayar	President, Chief Executive Officer, and Director (Principal Executive Officer)	, 2020
Sydney Carey	Chief Financial Officer (Principal Financial Officer)	, 2020
Jennifer McCord	Chief Accounting Officer (Principal Accounting Officer)	, 2020
Joseph Ansanelli	Director	, 2020
Christian Beedgen	Director	, 2020
Sandra E. Bergeron	Director	, 2020
Randy S. Gottfried	Director	, 2020
William D. (BJ) Jenkins, Jr.	Director	, 2020
Charles J. Robel	Director	, 2020

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EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

SUMO LOGIC, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Sumo Logic, 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:

FIRST: That the name of this corporation is Sumo Logic, Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on March 29, 2010 under the name Sumo Logic, Inc.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of this corporation is Sumo Logic, Inc.

ARTICLE II

The address of the registered office of this corporation in the State of Delaware is 3500 South Dupont Highway, in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is Incorporating Services, Ltd.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

A. Authorization of Stock. This corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock.

1. The total number of shares that this corporation is authorized to issue is 177,900,943. The total number of shares of common stock authorized to be issued is 112,000,000, par value $0.0001 per share (the “Common Stock”). The total number of shares of preferred stock authorized to be issued is 65,900,943, par value $0.0001 per share (the “Preferred Stock”), of which 11,100,000 shares are designated

as “Series A Preferred Stock”, 7,824,800 shares are designated as “Series B Preferred Stock”, 8,918,481 shares are designated as “Series C Preferred Stock”, 5,309,026 shares are designated as “Series D Preferred Stock”, 11,448,636 shares are designated as “Series E Preferred Stock”, 10,000,000 shares are designated as “Series F Preferred Stock”, and 11,300,000 shares are designated as “Series G Preferred Stock”.

B. Rights, Preferences and Restrictions of Preferred Stock. 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 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 of this corporation) on the Common Stock of this corporation, at the applicable Dividend Rate (as defined below), payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. Any amounts to be so paid for which assets are not legally available shall be paid promptly as assets become legally available therefor. The holders of the outstanding Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1 upon the affirmative vote or written consent of the holders of a majority of the shares of Preferred Stock then outstanding (voting together as a single class and not as separate series, and on an as-converted basis). For purposes of this subsection 1(a), “Dividend Rate” shall mean $0.03 per annum for each share of Series A Preferred Stock, $0.1125 per annum for each share of Series B Preferred Stock, $0.20183 per annum for each share of Series C Preferred Stock, $0.33905 per annum for each share of Series D Preferred Stock, $0.42029 per annum for each share of Series E Preferred Stock, $0.4846 per annum for each share of Series F Preferred Stock, and $0.6609 per annum for each share of Series G Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like).

(b) After payment of such dividends, any additional dividends or distributions shall be distributed among all holders of Common Stock and Preferred Stock pro rata, on an equal priority, pad passu basis, in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Preferred Stock were converted to Common Stock at the then effective conversion rate.

2. Liquidation Preference.

(a) In the event of any Liquidation Event (as defined below), either voluntary or involuntary, the holders of Series G Preferred Stock, Series F Preferred Stock and Series E Preferred Stock shall be entitled to receive out of the assets of this corporation available for distribution to its stockholders (the “Proceeds”), on a pro-rata basis and prior and in preference to any distribution of the Proceeds to the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock (collectively, the “Junior Preferred Stock”) and Common Stock by reason of their ownership thereof, an amount per share equal to the sum of the Series G Preferred Original Issue Price (as defined below) for such share of Series G Preferred Stock, plus declared but unpaid dividends on such share, an amount per share equal to the sum of the Series F Preferred Original Issue Price (as defined below) for such share of Series F Preferred Stock, plus declared but unpaid dividends on such share and an amount per share equal to the sum of the Series E Preferred Original Issue Price (as defined below) for such share of Series E Preferred Stock, plus declared but unpaid dividends on such share, respectively. If, upon the occurrence of such event, the Proceeds legally available for distribution to this corporation’s stockholders shall be

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insufficient to pay to holders of Series G Preferred Stock, Series F Preferred Stock and Series E Preferred Stock the full aforesaid preferential amounts to which they shall be entitled under this subsection (a), then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Series G Preferred Stock, Series F Preferred Stock and Series E Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive under this subsection (a). For purposes of this Restated Certificate of Incorporation, “Series G Preferred Original Issue Price” shall mean $11.0153 per share for each share of Series G Preferred Stock, “Series F Preferred Original Issue Price” shall mean $8.07738 per share for each share of Series F Preferred Stock and “Series E Preferred Original Issue Price” shall mean $7.00485 per share for each share of Series E Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such series of Preferred Stock).

(b) Upon the completion of the distribution required by subsection (a) of this Section 2, the holders of the Junior Preferred Stock shall be entitled to receive out of the Proceeds, on a pari passu basis and prior and in preference to any distribution of the Proceeds to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable Junior Preferred Stock Original Issue Price (as defined below) for such share of Junior Preferred Stock, plus declared but unpaid dividends on such share. If, upon the occurrence of such event and after all amounts required to be paid to the holders of shares of Series F Preferred Stock and Series E Preferred Stock pursuant to subsection (a) of this Section 2 have been paid in full, the Proceeds thus distributed among the holders of the Junior Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Junior Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive under this subsection (b). For purposes of this Restated Certificate of Incorporation, “Junior Preferred Original Issue Price” shall mean $0.50 per share for each share of Series A Preferred Stock, $1.875 per share for each share of Series B Preferred Stock, $3.3638 per share for each share of Series C Preferred Stock and $5.650751 per share for each share of Series D Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such series of Preferred Stock). The Series G Preferred Original Issue Price, Series F Preferred Original Issue Price, Series E Preferred Original Issue Price and each Junior Preferred Original Issue Price are each referred to herein as an “Original Issue Price.”

(c) Upon the completion of the distribution required by subsections (a) and (b) of this Section 2, the remaining Proceeds available for distribution to stockholders shall be distributed among the holders of Junior Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming full conversion of all such Preferred Stock) until, with respect to each series of Junior Preferred Stock, such holders shall have received the applicable Participation Cap (as defined below); thereafter, if Proceeds remain, the holders of the Common Stock of this corporation shall receive all of the remaining Proceeds pro rata based on the number of shares of Common Stock held by each such holder. For purposes of this Restated Certificate of Incorporation, “Participation Cap” shall mean $1.00 per share for each share of the Series A Preferred Stock, $3.75 per share for each share of Series B Preferred Stock, $6.7276 per share for each share of Series C Preferred Stock, and $11.301502 per share for each share of Series D Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such series of Preferred Stock), which includes amounts paid pursuant to (i) subsection (b) of this Section 2 and (ii) Section 1 hereof

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(d) Notwithstanding the above, for purposes of determining the amount each holder of shares of Preferred Stock is entitled to receive with respect to a Liquidation Event pursuant to this Section 2, each such holder of shares of a series of Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of such series of Preferred Stock into shares of Common Stock immediately prior to the Liquidation Event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such series of Preferred Stock into shares of Common Stock (as determined before the payment of any earn-outs or other contingent payments and the release of any escrow or holdback proceeds to the stockholders of this corporation). If any such holder shall be deemed to have converted shares of Preferred Stock into Common Stock pursuant to this subsection (d), then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Stock that have not converted (or have not been deemed to have converted) into shares of Common Stock.

(e) (i) For purposes of this Section 2, a “Liquidation Event” shall include (A) the closing of the sale, transfer or other disposition of all or substantially all the assets of this corporation and its subsidiaries taken as a whole or the exclusive license of all or substantially all of the intellectual property of this corporation and its subsidiaries taken as a whole, in any transaction or series of related transactions, (B) the consummation of the merger or consolidation of this corporation with or into another entity (except a merger or consolidation in which the holders of capital stock of this corporation immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of this corporation or the surviving or acquiring entity in substantially the same proportions, and having substantially the same rights, preferences, privileges and restrictions as those shares of capital stock that existed immediately prior to such merger or consolidation), (C) the closing of the transfer (whether by merger, consolidation, stock acquisition or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of this corporation’s securities), of this corporation’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of this corporation (or the surviving or acquiring entity) or (D) a liquidation, dissolution or winding up of this corporation; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of this corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held this corporation’s securities immediately prior to such transaction. Notwithstanding the prior sentence, the sale of shares of Series F Preferred Stock in a bona fide financing transaction for cash shall not be deemed a “Liquidation Event.” The treatment of any particular transaction or series of related transactions as a Liquidation Event may be waived by the vote or written consent of the holders of a majority of the outstanding Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis); provided that such a waiver with respect to the Series C Preferred Stock shall require the consent or vote of the holders of 60% of the outstanding shares of Series C Preferred Stock; provided further, that such a waiver with respect to the Series G Preferred Stock shall require the consent or vote of the holders of a majority of the outstanding shares of Series G Preferred Stock which such holders shall include Battery for so long as Battery and its affiliates continue to hold the Battery Requisite Shares (each such undefined term as defined below).

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(ii) In any Liquidation Event, if any portion of the Proceeds received by this corporation or its stockholders is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

(A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below:

(1) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the twenty (20) trading-day period ending three (3) trading days prior to the closing of the 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 twenty (20) trading-day period ending three (3) trading days prior to the closing of the Liquidation Event; and

(3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Board of Directors of this corporation and the holders of a majority of the voting power of all then outstanding shares 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 stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Board of Directors of this corporation and the holders of a majority of the voting power of all then outstanding shares of such Preferred Stock.

(C) The foregoing methods for valuing non-cash consideration to be distributed in connection with a Liquidation Event shall, with the appropriate approval of the definitive agreements governing such Liquidation Event by the Board of Directors and the stockholders under the General Corporation Law and Section 6 of this Article IV(B), be superseded by the determination of such value set forth in the definitive agreements governing such Liquidation Event.

(iii) In the event the requirements of this Section 2 are not complied with, this corporation shall forthwith either:

(A) cause the closing of such Liquidation Event to be postponed until such time as the requirements of this Section 2 have been complied with; or

(B) cancel such transaction, in which event 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 subsection 2(d)(iv) hereof.

(iv) This corporation shall give each holder of record of Preferred Stock written notice of such impending Liquidation Event not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and this corporation shall thereafter give such holders prompt notice of any material changes. The transaction 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

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has given notice of any material changes provided for herein; provided, however, that subject to compliance with the General Corporation Law such periods may be shortened or waived upon the written consent of the holders of Preferred Stock that represent a majority of the voting power of all then outstanding shares of such Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis).

(f) This corporation shall not have the power to effect any Liquidation Event unless the definitive agreement governing such Liquidation Event (the “Transaction Agreement”) provides that the consideration payable to this corporation or the stockholders of this corporation shall be allocated or distributed among the holders of capital stock of this corporation in accordance with this Section 2.

(g) In the event of a Liquidation Event, if any portion of the consideration payable to this corporation or the stockholders of this corporation is placed into escrow and/or is payable to this corporation or the stockholders of this corporation subject to contingencies, then (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be distributed to or allocated among the holders of capital stock of this corporation in accordance with subsections 2(a) and 2(b) as if the Initial Consideration were the only consideration payable in connection with such deemed Liquidation Event and (b) any additional consideration that becomes payable to this corporation or the stockholders of this corporation upon release from escrow or satisfaction of contingencies shall be distributed to or allocated among the holders of capital stock of this corporation in accordance with subsections 2(a) and 2(b) after taking into account the previous payment of the Initial Consideration as part of the same transaction (and, if applicable, the Transaction Agreement shall provide for the foregoing treatment and allocations). For the sake of clarity, any amounts placed in escrow or heldback to cover indemnification claims or similar obligations in connection with such a Liquidation Event shall be deemed to be subject to “contingencies” for the purpose of this paragraph and shall not be deemed to have been paid at the initial closing of the Liquidation Event for the purposes of this paragraph.

3. Redemption. The Preferred Stock is not redeemable at the option of the holder thereof or at the option of the corporation.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of 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 applicable Original Issue Price for such series of Preferred Stock by the applicable Conversion Price for such series of Preferred Stock (as it relates to each series of Preferred Stock, the “Conversion Rate”), determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial Conversion Price per share for each series of Preferred Stock shall be the Original Issue Price applicable to such series; provided, however, that the Conversion Price for the Preferred Stock shall be subject to adjustment as set forth in subsections 4(d) or 4(h) below.

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Rate 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 its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the public offering price of which was not less than $65,000,000 in the

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aggregate and if the IPO Valuation (as defined below) is greater than or equal to $400,000,000 (a “Qualified Public Offering”) or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis); provided, however, that (I) if such automatic conversion is in connection with a Liquidation Event in which the proceeds to which the holders of Series C Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series C Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series C Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, the Series C Preferred Stock shall not be so converted unless the holders of at least sixty percent (60%) of the outstanding shares of Series C Preferred Stock, voting as a separate class, shall have approved such conversion, (2) if such automatic conversion is in connection with a Liquidation Event in which the proceeds to which the holders of Series D Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series D Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series D Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, the Series D Preferred Stock shall not be so converted unless the holders of at least sixty-six percent (66%) of the outstanding shares of Series D Preferred Stock, voting as a separate class, shall have approved such conversion, (3) if such automatic conversion is in connection with a Liquidation Event in which the proceeds to which the holders of Series E Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series E Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series E Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, the Series E Preferred Stock shall not be so converted unless the holders of at least sixty-six percent (66%) of the outstanding shares of Series E Preferred Stock, voting as a separate class, shall have approved such conversion, which such holders shall include DFJ Growth 2013, L.P. (“DM) for so long as DFJ and its affiliates continue to hold at least 1,000,000 shares of Series E Preferred Stock (the “DFJ Requisite Shares”) and Institutional Venture Partners XV, L.P. (“IVP”) for so long as IVP and its affiliates continue to hold at least 1,000,000 shares of Series E Preferred Stock (the “IVP Requisite Shares”), (4) if such automatic conversion is in connection with a Liquidation Event in which the proceeds to which the holders of Series F Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series F Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series F Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, the Series F Preferred Stock shall not be so converted unless the holders of at least sixty-six percent (66%) of the outstanding shares of Series F Preferred Stock, voting as a separate class, shall have approved such conversion, which such holders shall include Sapphire Ventures Fund II, L.P. (“Sapphire”) for so long as Sapphire and its affiliates continue to hold at least 1,000,000 shares of Series F Preferred Stock (the “Sapphire Requisite Shares”), and (5) if such automatic conversion is in connection with a Liquidation Event in which the proceeds to which the holders of Series G Preferred Stock would be entitled pursuant to Section 2 hereof in respect of their shares of Series G Preferred Stock would be greater than the proceeds such holders would receive if all such shares of Series G Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event, the Series G Preferred Stock shall not be so converted unless the holders of a majority of the outstanding shares of Series G Preferred Stock, voting as a separate class, shall have approved such conversion, which such holders shall include Battery Ventures XII, L.P. (“Battery”) for so long as Battery and its affiliates continue to hold at least 1,000,000 shares of Series G Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like) (the “Battery Requisite Shares”). For purposes of this subsection (b), “IPO Valuation” shall be defined as the product of (x) the midpoint of the initial public offering price range, as set forth on the preliminary prospectus for the offering, multiplied by (y) the number of outstanding shares of this corporation’s capital stock immediately prior to the closing of the offering (assuming the exercise or conversion of all exercisable or convertible securities then outstanding, but expressly excluding the shares to be sold in the offering).

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(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, 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. 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 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. If the conversion is in connection with the automatic conversion provisions of subsection 4(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and 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 such date.

(d) Conversion Price Adjustments of Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the Preferred Stock shall be subject to adjustment from time to time as follows:

(i) (A) If this corporation shall issue, on or after the date upon which this Restated Certificate of Incorporation is accepted for filing by the Secretary of State of the State of Delaware (the “Filing Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for such series in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price (calculated to the nearest one-thousandth of a cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock Outstanding (as defined below) 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 (as defined below) immediately prior to such issuance plus the number of shares of such Additional Stock. For purposes of this Section 4(d)(i)(A), the term “Common Stock Outstanding” shall mean and include the following: (1) outstanding Common Stock, (2) Common Stock issuable upon conversion of outstanding Preferred Stock, (3) Common Stock issuable upon exercise of outstanding stock options and (4) Common Stock issuable upon exercise (and, in the case of warrants or other rights to purchase or acquire Preferred Stock, conversion) of outstanding warrants or other rights to purchase or otherwise acquire Common Stock or

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Preferred Stock. Shares described in (1) through (4) above shall be included in the definition of “Common Stock Outstanding” whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable. In the event that this corporation issues or sells, or is deemed to have issued or sold, shares of Additional Stock that results in an adjustment to a Conversion Price pursuant to the provisions of this Section 4(d) (the “First Dilutive Issuance”), and this corporation then issues or sells, or is deemed to have issued or sold, shares of Additional Stock in a subsequent issuance other than the First Dilutive Issuance that would result in further adjustment to a Conversion Price (a “Subsequent Dilutive Issuance”) pursuant to the same instruments as the First Dilutive Issuance, then and in each such case upon a Subsequent Dilutive Issuance the applicable Conversion Price for each series of Preferred Stock shall be reduced to the applicable Conversion Price that would have been in effect had the First Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the closing date of the First Dilutive Issuance.

(B) No adjustment of the Conversion Price for the Preferred Stock shall be made in an amount less than one-tenth of one cent per share. Except to the limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of such Conversion Price pursuant to this subsection 4(d)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(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 market value thereof as determined by the Board of Directors irrespective of any accounting treatment.

(E) In the case of the issuance 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 purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) 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 subsections 4(d)(i)(C) and (d)(i)(D)), if any, received or receivable 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 (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon

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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 or receivable 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, received or receivable 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 subsections 4(d)(i)(C) and (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, the Conversion Price of the 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 the 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 Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

(ii) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this corporation on or after the Filing Date other than:

(A) Common Stock issued pursuant to a transaction described in subsection 4(d)(iii) hereof;

(B) Shares of Common Stock issued to employees, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by this corporation’s Board of Directors;

(C) Common Stock issued pursuant to a Qualified Public Offering;

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(D) Common Stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the Filing Date;

(E) Common Stock issued in connection with a bona fide business acquisition by this corporation, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, which issuance is approved by the Board of Directors;

(F) Common Stock issued or deemed issued pursuant to subsection 4(d)(i)(E) as a result of a decrease in the Conversion Price of any series of Preferred Stock resulting from the operation of Section 4(d);

(G) Common Stock issued upon conversion of the Preferred Stock;

(H) Shares of Common Stock issued pursuant to any equipment leasing arrangement or debt financing arrangement, which arrangement is approved by the Board of Directors and is primarily for non-equity financing purposes;

(I) Common Stock issued to in connection with joint ventures, development projects or similar strategic transactions, provided such issuances are approved by the Board of Directors and are primarily for non-equity financing purposes; and

(J) Common Stock issued upon conversion of the Preferred Stock.

(iii) In the event this corporation should at any time or from time to time after the Filing 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), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of the 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 of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents with the number of shares issuable with respect to Common Stock Equivalents determined from time to time in the manner provided for deemed issuances in subsection 4(d)(i)(E).

(iv) If the number of shares of Common Stock outstanding at any time after the Filing Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for the 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.

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(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 subsection 4(d)(iii), then, in each such case for the purpose of this subsection 4(e), the holders of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

(f) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or in Section 2) provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock the number of shares of stock or other securities or property of this corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Preferred Stock after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Preferred Stock) shall be applicable after that event as nearly equivalently as may be practicable.

(g) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock and the aggregate number of shares of Common Stock to be issued to particular stockholders, shall be rounded down to the nearest whole share and the corporation shall pay in cash the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such conversion.

(ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of Preferred Stock pursuant to this Section 4, this corporation, at its own expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. 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 Preferred Stock.

(h) Conversion Price Adjustments for Certain Public Offerings. In the event of a Qualified Public Offering or other public offering in which the Series G Preferred Stock converts into Common Stock (each, a “Qualifying Offering”) and where the IPO Price (as defined below) is less than the Conversion Price then in effect for the Series G Preferred Stock, the Conversion Price for the Series G Preferred Stock shall, immediately prior to the closing of such Qualifying Offering, be automatically adjusted

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downward to a conversion price per share equal to the IPO Price (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares) (an “Offering Adjustment”). Any Offering Adjustment to the Conversion Price under this Section 4(h) shall occur effective as of immediately prior to any conversion of the Series G Preferred Stock into Common Stock in connection with such Qualifying Offering and shall be in lieu of any adjustment to the Conversion Price provided for under Section 4(d)(i) hereof and, for the avoidance of doubt, the carve-out to the definition of “Additional Stock” set forth in Section 4(d)(ii)(C) shall apply to any Offering Adjustment required under this Section 4(h). Notwithstanding the foregoing, in lieu of issuing the additional shares of Common Stock that would have otherwise been issued upon conversion of the Series G Preferred Stock as a result of an Offering Adjustment (“Offering Adjustment Shares”), this corporation shall have the option, exercisable in its sole discretion by providing written notice to the holders of Series G Preferred Stock at least ten (10) days prior to prior to the closing of a Qualifying Offering, to make a cash payment to each holder of Series G Preferred Stock in an amount equal to the product of (A) the aggregate number of Offering Adjustment Shares that would have otherwise be issued to such holder and (B) the IPO Price. Any such payment shall be made by this corporation to the holders of Series G Preferred Stock within thirty (30) days following the closing of the Qualifying Offering. For purposes of this subsection (h), the “IPO Price” means the price per share to the public of the Common Stock sold in the Qualifying Offering, as set forth in the final prospectus for the Qualifying Offering filed with the Securities and Exchange Commission.

(i) 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, this corporation shall mail to each holder of Preferred Stock, at least ten (10) 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 or distribution, and the amount and character of such dividend or distribution.

(j) 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 the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, 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 stockholder approval of any necessary amendment to this Restated Certificate of Incorporation.

(k) Waiver of Adjustment to Conversion Price. Notwithstanding anything herein to the contrary, any downward adjustment of the Conversion Price of any series of Preferred Stock may be waived, either prospectively or retroactively and either generally or in a particular instance, only by the consent or vote of the holders of a majority of the outstanding shares of such series of Preferred Stock (voting as a separate class); provided that such a waiver with respect to (v) the Series C Preferred Stock shall require the consent or affirmative vote of the holders of at least sixty percent (60%) of the outstanding shares of Series C Preferred Stock, (w) the Series D Preferred Stock shall require the consent or affirmative vote of the holders of at least sixty-six percent (66%) of the outstanding shares of Series D Preferred Stock, (x) the Series E Preferred Stock shall require the consent or affirmative vote of the holders of at least sixty-six percent

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(66%) of the outstanding shares of Series E Preferred Stock, (y) the Series F Preferred Stock shall require the consent or affirmative vote of the holders of at least sixty-six percent (66%) of the outstanding shares of Series F Preferred Stock, and (z) the Series G Preferred Stock shall require the consent or affirmative vote of the holders of at least fifty-three percent (53%) of the outstanding shares of Series G Preferred Stock. Any such waiver shall bind all future holders of shares of such series of Preferred Stock.

5. Voting Rights.

(a) General Voting Rights. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, 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 stockholders’ meeting in accordance with the Bylaws of this corporation, and except as provided by law or in subsection 5(b) below with respect to the election of directors by the separate class vote of the holders of Common Stock, shall be entitled to vote, together with holders of Common Stock, with respect to any question 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 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) Voting for the Election of Directors. As long as at least 2,000,000 shares of Series A Preferred Stock remain outstanding, the holders of such shares of Series A Preferred Stock shall be entitled to elect one (I) director of this corporation at any election of directors (the “Series A Director”). The holders of outstanding Common Stock shall be entitled to elect two (2) directors of this corporation at any election of directors. The holders of Preferred Stock and Common Stock (voting together as a single class and not as separate series, and on an as-converted basis) shall be entitled to elect any remaining directors of this corporation.

Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Restated Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the Board’s action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders. Any director may be removed during his or her term of office, either with or without cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to written consent.

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6. Protective Provisions.

(a) So long as any shares of Preferred Stock remain outstanding, this corporation shall not (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 not as separate series, and on an as-converted basis):

(i) consummate a merger, sale of a significant portion of the assets of the corporation, recapitalization, reorganization, liquidation or dissolution of the corporation or any Liquidation Event;

(ii) amend, alter, waive or repeal any provision of this corporation’s Certificate of Incorporation (including by filing a Certificate of Designation) or Bylaws;

(iii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Common Stock or Preferred Stock or designated shares of any series of Preferred Stock;

(iv) authorize or issue or obligate itself to issue any equity security (including any other security convertible into or exercisable for any such equity security) having a preference over, or being on a parity with, any series of Preferred Stock with respect to dividends, liquidation or redemption, other than the issuance of any authorized but unissued shares of Series G Preferred Stock designated in this Restated Certificate of Incorporation (including any security convertible into or exercisable for such shares of Preferred Stock);

(v) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock, at a per share price equal to the lower of cost or the then fair market value for such shares, from employees, officers, directors, consultants or other persons performing services for this corporation or any subsidiary pursuant to agreements under which this corporation has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal;

(vi) change the authorized number of directors of this corporation or amend Section 5(b) hereof;

(vii) pay or declare any dividend on any shares of capital stock of the corporation other than dividends payable on the Common Stock solely in the form of additional shares of Common Stock;

(viii) enter into (or cause or permit any subsidiary to enter into) any line of business which is not primarily related to the business of this corporation as conducted as of the date of this Restated Certificate of Incorporation;

(ix) grant (or cause or permit any subsidiary to grant) an exclusive license of any material intellectual property rights; or

(x) acquire (or cause or permit any subsidiary to acquire) all or substantially all of the property, assets, intellectual property or stock of any other corporation or entity.

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(b) So long as any shares of Series B Preferred Stock remain outstanding, this corporation shall not (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:

(i) amend, alter, waive or repeal any provision of this corporation’s Certificate of Incorporation or Bylaws so as to adversely alter or change the powers, preferences or special rights of the shares of Series B Preferred Stock; or

(ii) increase or decrease the total number of authorized shares of Series B Preferred Stock.

(c) So long as any shares of Series C Preferred Stock remain outstanding, this corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of 60% of the then outstanding shares of Series C Preferred Stock:

(i) amend, alter, waive or repeal any provision of this corporation’s Certificate of Incorporation or Bylaws so as to adversely alter or change the powers, preferences or rights of the shares of Series C Preferred Stock; or

(ii) increase or decrease the total number of authorized shares of Series C Preferred Stock.

(d) So long as any shares of Series D Preferred Stock remain outstanding, this corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least sixty-six percent (66%) of the then outstanding shares of Series D Preferred Stock:

(i) amend, alter, waive or repeal any provision of this corporation’s Certificate of Incorporation or Bylaws so as to adversely alter or change the powers, preferences or rights of the shares of Series D Preferred Stock; or

(ii) increase or decrease the total number of authorized shares of Series D Preferred Stock.

(e) So long as any shares of Series E Preferred Stock remain outstanding, this corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least sixty-six percent (66%) of the then outstanding shares of Series E Preferred Stock, which such holders shall include (i) DFJ for so long as DFJ and its affiliates continue to hold the DFJ Requisite Shares and (ii) IVP for so long as IVP and its affiliates continue to hold the IVP Requisite Shares:

(i) amend, alter, waive or repeal any provision of this corporation’s Certificate of Incorporation (including by filing a Certificate of Designation) or Bylaws so as to adversely alter or change the powers, preferences or rights of the shares of Series E Preferred Stock; or

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(ii) increase or decrease the total number of authorized shares of Series E Preferred Stock.

(f) So long as any shares of Series F Preferred Stock remain outstanding, this corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least sixty-six percent (66%) of the then outstanding shares of Series F Preferred Stock which such holders shall include Sapphire for so long as Sapphire and its affiliates continue to hold the Sapphire Requisite Shares:

(i) amend, alter, waive or repeal any provision of this corporation’s Certificate of Incorporation or Bylaws so as to adversely alter or change the powers, preferences or rights of the shares of Series F Preferred Stock; or

(ii) increase or decrease the total number of authorized shares of Series F Preferred Stock.

(g) So long as any shares of Series G Preferred Stock remain outstanding, this corporation shall not (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 G Preferred Stock which such holders shall include Battery for so long as Battery and its affiliates continue to hold the Battery Requisite Shares: amend, alter, waive or repeal any provision of this corporation’s Certificate of Incorporation or Bylaws so as to adversely alter or change the powers, preferences or rights of the shares of Series G Preferred Stock; or

(i) increase or decrease the total number of authorized shares of Series G Preferred Stock.

7. Status of Converted Stock. In the event any shares of Preferred Stock shall be converted pursuant to Section 4 hereof, the shares so converted shall be cancelled and shall not be issuable by this corporation. The Restated Certificate of Incorporation of this corporation shall be appropriately amended to effect the corresponding reduction in this corporation’s authorized capital stock.

8. Notices. Any notice required by the provisions of this Article IV(B) to be given to the holders of shares of Preferred Stock shall be deemed given (i) if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of this corporation, (ii) if such notice is provided by electronic transmission in a manner permitted by Section 232 of the General Corporation Law, or (iii) if such notice is provided in another manner then permitted by the General Corporation Law.

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, as and if declared by the Board of Directors, out of any assets of this corporation legally available therefor, any dividends as may be declared from time to time by the Board of Directors.

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2. Liquidation Rights. Upon the liquidation, dissolution or winding up of this corporation, the assets of this corporation shall be distributed as provided in Section 2 of Article IV(B) hereof

3. Redemption. The Common Stock is not redeemable at the option of the holder thereof or at the option of the corporation.

4. 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 stockholders’ meeting in accordance with the Bylaws of this corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of this corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

ARTICLE V

Except as otherwise provided in this Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of this corporation.

ARTICLE VI

The number of directors of this corporation shall be determined in the manner set forth in the Bylaws of this corporation, subject to the stockholder protective provisions set forth in Article IV(B), Section 6(a) above.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of this corporation shall so provide.

ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of this corporation may provide. The books of this corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of this corporation.

ARTICLE IX

A director of this corporation shall not be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the General Corporation Law as the same exists or may hereafter be amended.

Any amendment, repeal or modification of the foregoing provisions of this Article IX by the stockholders of this corporation shall not adversely affect any right or protection of a director of this corporation existing at the time of, or increase the liability of any director of this corporation with respect to any acts or omissions of such director occurring prior to, such amendment, repeal or modification.

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ARTICLE X

This corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XI

To the fullest extent permitted by applicable law, this corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of this corporation (and any other persons to which General Corporation Law permits this corporation to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this corporation, its stockholders, and others.

Any amendment, repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection of a director, officer, employee, agent or other person existing at the time of, or increase the liability of any such person with respect to any acts or omissions of such person occurring prior to, such amendment, repeal or modification.

ARTICLE XII

This corporation renounces any interest or expectancy of this corporation in, or in being offered an opportunity to participate in, an Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of this corporation who is not an employee of this corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of this corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of this corporation.

ARTICLE XIII

To the extent that this corporation is subject to Section 2115 of the California Corporations Code, in connection with repurchases by this corporation of its Common Stock from employees, officers, directors, advisors, consultants or other persons performing services for this corporation or any subsidiary pursuant to agreements under which the corporation has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment, Section 500 of the California

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Corporations Code shall not apply in all or in part with respect to such repurchases. 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(b) of the California Corporations Code.

* * *

THIRD: The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the General Corporation Law.

FOURTH: That said Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 30^th day of April 2019.

/s/ Ramin Sayar

Ramin Sayar, Chief Executive Officer

CERTIFICATE OF AMENDMENT TO THE

RESTATED CERTIFICATE OF INCORPORATION OF

SUMO LOGIC, INC.

Sumo Logic, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows:

1.    The name of the Corporation is Sumo Logic, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 29, 2020.

2.    This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the Corporation.

3.    Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends and restates the provisions paragraph (A) of Article VI of the Corporation’s Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

A.    Authorization of Stock. This corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock.

1.    The total number of shares that this corporation is authorized to issue is 187,900,943. The total number of shares of common stock authorized to be issued is 122,000,000, par value $0.0001 per share (the “Common Stock”). The total number of shares of preferred stock authorized to be issued is 65,900,943, par value $0.0001 per share (the “Preferred Stock”), of which 11,100,000 shares are designated as “Series A Preferred Stock”, 7,824,800 shares are designated as “Series B Preferred Stock”, 8,918,481 shares are designated as “Series C Preferred Stock”, 5,309,026 shares are designated as “Series D Preferred Stock”, 11,448,636 shares are designated as “Series E Preferred Stock”, 10,000,000 shares are designated as “Series F Preferred Stock”, and 11,300,000 shares are designated as “Series G Preferred Stock”.

IN WITNESS WHEREOF, Sumo Logic, Inc. has caused this Certificate of Amendment to be signed by Ramin Sayar, a duly authorized officer of the Corporation, on 11/26/2019.

/s/ Ramin Sayar

Ramin Sayar

Chief Executive Officer

EX-10.4

Exhibit 10.4

SUMO LOGIC, INC.

2010 STOCK PLAN

ADOPTED ON APRIL 27, 2010

AMENDED ON March 13, 2020

TABLE OF CONTENTS

		Page
SECTION 1.	ESTABLISHMENT AND PURPOSE		1
SECTION 2.	ADMINISTRATION		1
(a)	Committees of the Board of Directors		1
(b)	Authority of the Board of Directors		1
SECTION 3.	ELIGIBILITY		1
(a)	General Rule		1
(b)	Ten-Percent Stockholders		1
SECTION 4.	STOCK SUBJECT TO PLAN		2
(a)	Basic Limitation		2
(b)	Additional Shares		2
SECTION 5.	TERMS AND CONDITIONS OF AWARDS OR SALES		2
(a)	Stock Grant or Purchase Agreement		2
(b)	Duration of Offers and Nontransferability of Rights		2
(c)	Purchase Price		2
(d)	Transfer Restrictions and Forfeiture Conditions		3
SECTION 6.	TERMS AND CONDITIONS OF OPTIONS		3
(a)	Stock Option Agreement		3
(b)	Number of Shares		3
(c)	Exercise Price		3
(d)	Exercisability		3
(e)	Basic Term		3
(f)	Termination of Service (Except by Death)		3
(g)	Death of Optionee		4
(h)	Post-Exercise Restrictions on Transfer of Shares		4
(i)	No Rights as a Stockholder		5
(j)	Modification, Extension and Assumption of Options		5
(k)	Company’s Right to Cancel Certain Options		5
SECTION 7.	TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS		5
(a)	General		5
(b)	Vesting Criteria and Other Terms		5
(c)	Earning Restricted Stock Units		5
(d)	Form and Timing of Payment		6
(e)	Cancellation		6
SECTION 8.	PAYMENT FOR SHARES		6
(a)	General Rule		6
(b)	Services Rendered		6
(c)	Promissory Note		6

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(d)	Surrender of Stock	6
(e)	Exercise/Sale	6
(f)	Other Forms of Payment	6
SECTION 9.	ADJUSTMENT OF SHARES	7
(a)	General	7
(b)	Mergers and Consolidations	7
(c)	Reservation of Rights	9
SECTION 10.	PRE-EXERCISE INFORMATION REQUIREMENT	9
(a)	Application of Requirement	9
SECTION 11.	TAX WITHHOLDING	10
(a)	Withholding Requirements	10
(b)	Withholding Arrangements	10
SECTION 12.	LIMITED TRANSFERABILITY OF AWARDS	11
(a)	Pre-Exercise Restrictions on Transfer of Award	11
SECTION 13.	MISCELLANEOUS PROVISIONS	11
(a)	Compliance with Section 409A	11
(b)	Securities Law Requirements	11
(c)	No Retention Rights	11
(d)	Forfeiture Events	12
(e)	Treatment as Compensation	12
(f)	Leaves of Absence	12
(g)	Governing Law	12
SECTION 14.	DURATION AND AMENDMENTS	12
(a)	Term of the Plan	12
(b)	Right to Amend or Terminate the Plan	12
(c)	Effect of Amendment or Termination	13
SECTION 15.	DEFINITIONS	13

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SUMO LOGIC, INC. 2010 STOCK PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

The purpose of the Plan is to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by acquiring Shares of the Company’s Stock. The Plan provides for the direct award or sale of Shares, for the grant of Options to purchase Shares, and for the grant of Restricted Stock Units to acquire Shares. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify under Section 422 of the Code.

Capitalized terms are defined in Section 15.

SECTION 2. ADMINISTRATION.

(a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist of one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan or an Award Agreement shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

(b) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Participants and all persons deriving their rights from a Participant.

SECTION 3. ELIGIBILITY.

(a) General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Awards. However, only Employees shall be eligible for the grant of ISOs.

(b) Ten-Percent Stockholders. A person who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the Date of Grant. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

SECTION 4. STOCK SUBJECT TO PLAN.

(a) Basic Limitation. Not more than 44,406,056 Shares may be issued under the Plan, subject to Subsection (b) below and Section 9(a).¹ All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Awards or other rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.

(b) Additional Shares. In the event that Shares previously issued under the Plan are reacquired by the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that Shares that otherwise would have been issuable under the Plan are withheld by the Company in payment of the Purchase Price, Exercise Price or withholding taxes, such Shares shall remain available for issuance under the Plan. In the event that an outstanding Option, Restricted Stock Unit or other right for any reason expires, is forfeited, or is canceled, the Shares allocable to the unexercised or unsettled portion of such Option, Restricted Stock Unit, or other right shall be added to the number of Shares then available for issuance under the Plan.

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

(a) Stock Grant or Purchase Agreement. Each award of Shares under the Plan shall be evidenced by a Stock Grant Agreement between the Grantee and the Company. Each sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Grant Agreement or Stock Purchase Agreement. The provisions of the various Stock Grant Agreements and Stock Purchase Agreements entered into under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any right to purchase Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days (or such other period as may be specified in the Award Agreement) after the grant of such right was communicated to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted.

(c) Purchase Price. The Board of Directors shall determine the Purchase Price of Shares, if any, to be offered under the Plan at its sole discretion. The Purchase Price shall be payable in a form described in Section 8.

¹  Please refer to Exhibit A for a schedule of the initial share reserve and any subsequent increases in the reserve.

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(d) Transfer Restrictions and Forfeiture Conditions. Any Shares awarded or sold under the Plan shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Grant Agreement or Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an Option shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant, and in the case of an ISO a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Exercise Price shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 8. This Subsection (c) shall not apply to an Option granted pursuant to an assumption of, or substitution for, another option in a manner that complies with Section 424(a) of the Code (whether or not the Option is an ISO).

(d) Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or (ii) otherwise agrees to be bound by the terms of the Stock Option Agreement. The Board of Directors shall determine the exercisability provisions of the Stock Option Agreement at its sole discretion. All of an Optionee’s Options shall become exercisable in full if Section 9(b)(iv) applies.

(e) Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the Date of Grant, and in the case of an ISO a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.

(f) Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following dates:

(i) The expiration date determined pursuant to Subsection (e) above;

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(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such earlier or later date as the Board of Directors may determine (but in no event earlier than 30 days after the termination of the Optionee’s Service); or

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board of Directors may determine.

The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination).

(g) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection (e) above; or

(ii) The date 12 months after the Optionee’s death, or such earlier or later date as the Board of Directors may determine (but in no event earlier than six months after the Optionee’s death).

All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s death). The balance of such Options shall lapse when the Optionee dies.

(h) Post-Exercise Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally.

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(i) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option.

(j) Modification, Extension and Assumption of Options; Exchange Program. Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options or a different type of award for the same or a different number of Shares and at the same or a different Exercise Price (if applicable). The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option. The Board of Directors may institute and determine the terms and conditions of an Exchange Program, including, subject to this Section 3(j), to unilaterally implement an Exchange Program without the consent of the Participant.

(k) Company’s Right to Cancel Certain Options. Any other provision of the Plan or a Stock Option Agreement notwithstanding, the Company shall have the right at any time to cancel an Option that was not granted in compliance with Rule 701 under the Securities Act. Prior to canceling such Option, the Company shall give the Optionee not less than 30 days’ notice in writing. If the Company elects to cancel such Option, it shall deliver to the Optionee consideration with an aggregate Fair Market Value equal to the excess of (i) the Fair Market Value of the Shares subject to such Option as of the time of the cancellation over (ii) the Exercise Price of such Option. The consideration may be delivered in the form of cash or cash equivalents, in the form of Shares, or a combination of both. If the consideration would be a negative amount, such Option may be cancelled without the delivery of any consideration.

SECTION 7. TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.

(a) General. Restricted Stock Units may be granted at any time and from time to time as determined by the Board of Directors. After the Board of Directors determines that it shall grant Restricted Stock Units, it shall advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Board of Directors shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, shall determine the number of Restricted Stock Units that shall be paid out to the Participant. The Board of Directors may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Board of Directors in its discretion.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as determined by the Board of Directors. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Board of Directors, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

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(d) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by the Board of Directors and set forth in the Award Agreement. The Board of Directors, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company.

SECTION 8. PAYMENT FOR SHARES.

(a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 8.

(b) Services Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.

(c) Promissory Note. At the discretion of the Board of Directors, all or a portion of the Purchase Price or Exercise Price (as the case may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note.

(d) Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when the Option is exercised.

(e) Exercise/Sale. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, all or part of the Exercise Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company.

(f) Other Forms of Payment. To the extent that an Award Agreement so provides, the Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General Corporation Law, as amended, including, but not limited to, pursuant to a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan or by net exercise.

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SECTION 9. ADJUSTMENT OF SHARES.

(a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued shares of Stock effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made in each of (i) the number and kind of Shares available for future grants under Section 4, (ii) the number and kind of Shares covered by each outstanding Award and (iii) the Exercise Price under each outstanding Option and the Purchase Price applicable to any unexercised stock purchase right, and (iv) any repurchase price that applies to Shares granted under the Plan pursuant to the terms of a Company repurchase right under the applicable Award Agreement. In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of the items listed in clauses (i) through (iv) above; provided, however, that the Board of Directors shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code.

(b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, or in the event of a sale of all or substantially all of the Company’s stock or assets, all Shares acquired under the Plan and all Awards shall be treated in the manner described in the agreement of merger or consolidation. Such agreement need not treat all Awards in an identical manner, and it may provide for one or more of the following (without limitation) with respect to each outstanding Award:

(i) The continuation of the Award by the Company (if the Company is the surviving corporation).

(ii) The assumption of the Award by the surviving corporation or its parent.

(iii) The substitution by the surviving corporation or its parent of a new award for the Award.

(iv) Full exercisability of the Option and full vesting of the Shares subject to the Award, followed by the cancellation of the Award. The full exercisability of the Option and full vesting of the Shares subject to the Award may be contingent on the closing of such merger or consolidation. The Optionee shall be able to exercise the Option during a period of not less than five full business days preceding the effective date of such merger or consolidation, unless (A) a shorter period is required to permit a timely closing of such merger or consolidation and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise the Option. Any exercise of the Option during such period may be contingent on the closing of such merger or consolidation.

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(v) The cancellation of the Award and a payment to the Participant equal to the excess of (A) the Fair Market Value of the Shares subject to the Award as of the effective date of such merger or consolidation over (B) the Exercise Price of the Award, if any. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Subject to Section 409A, such payment may be made in installments and may be deferred until the date or dates when the Award would have become exercisable or the Award would have vested. The amount of such payment initially shall be calculated without regard to whether or not the Award is then exercisable, if applicable, or the Award is then vested. However, such payment may be subject to vesting based on the Participant’s continuing Service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would have become exercisable or such Award would have vested. In addition, any escrow, holdback, earnout or similar provisions in the agreement of merger or consolidation may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Shares. If the Exercise Price of the Shares subject to the Option exceeds the Fair Market Value of such Shares, then the Option may be cancelled without making a payment to the Optionee. For purposes of this Paragraph (v), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant shall fully vest in and have the right to exercise all of his or her outstanding Options, including Shares as to which such Options would not otherwise be vested or exercisable, all restrictions on Shares and Restricted Stock Units shall lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria shall be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, if an Option is not assumed or substituted in the event of a merger or consolidation, the Board of Directors shall notify the Participant in writing or electronically that the Option shall be exercisable for a period of time determined by the Board of Directors in its sole discretion, and the Option shall terminate upon the expiration of such period.

For the purposes of this subsection 9(b), an Award shall be considered assumed if, following the merger or consolidation, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or consolidation, the consideration (whether stock, cash, or other securities or property) received in the merger or consolidation by holders of Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or consolidation is not solely common stock of the successor corporation or its Parent, the Board of Directors may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or upon the payout of an Award, for each Share subject to such Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Stock in the merger or consolidation.

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Notwithstanding anything in this Section 9(b) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals shall not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-change in control corporate structure shall not be deemed to invalidate an otherwise valid Award assumption.

Notwithstanding anything in this Section 9(b) to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or paid-out under the Plan or an Award Agreement is subject to Section 409A and if the change in control definition contained in the Plan or Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Section 409A, then any payment of an amount that is otherwise accelerated under this Section shall be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable under Section 409A.

(c) Reservation of Rights. Except as provided in this Section 9, a Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend, or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 10. PRE-EXERCISE INFORMATION REQUIREMENT.

(a) Application of Requirement. If and as required (i) pursuant to Rule 701 of the Securities Act, if the Company is relying on the exemption from registration provided pursuant to Rule 701 of the Securities Act with respect to the applicable Award, and/or (ii) pursuant to Rule 12h-1(f) of the Exchange Act, to the extent the Company is relying on the Rule 12h-1(f) Exemption, then during the period of reliance on the applicable exemption and in each case of (i) and (ii) until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide to each Participant the information described in Rule 701 (e)(3), (4), and (5) under the Securities Act not less frequently than every six months and the financial statements included in such information shall not be more than 180 days old and with such information provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password needed to

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access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company shall not be required to provide such information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act (if the Company is relying on the Rule 12h-1(f) Exemption) or Rule 701 of the Securities Act (if the Company is relying on the exemption pursuant to Rule 701 of the Securities Act).

SECTION 11. TAX WITHHOLDING.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by such methods as the Board of Directors shall determine, including, without limitation, (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Board of Directors may determine if such amount would not have adverse accounting consequences, as the Board of Directors determines in its sole discretion, (iii) delivering to the Company already-owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater amount as the Board of Directors may determine, in each case, provided the delivery of such Shares shall not result in any adverse accounting consequences, as the Board of Directors determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Board of Directors may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, (v) such other consideration and method of payment for the meeting of tax withholding obligations as the Board of Directors may determine to the extent permitted by Applicable Laws, or (vi) any combination of the foregoing methods of payment. The amount of the withholding requirement shall be deemed to include any amount which the Board of Directors agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such greater amount as the Board of Directors may determine if such amount would not have adverse accounting consequences, as the Board of Directors determines in its sole discretion. The fair market value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.

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SECTION 12. LIMITED TRANSFERABILITY OF AWARDS.

(a) Pre-Exercise Restrictions on Transfer of Award. Unless determined otherwise by the Board of Directors, an Award shall be transferable by the Participant only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock Option Agreement so provides, a Nonstatutory Option shall also be transferable by gift or domestic relations order to a Family Member of the Optionee. An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. In addition, an Option shall comply with all conditions of Rule 12h-1(f)(1) under the Exchange Act until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Such conditions include, without limitation, the transferability restrictions set forth in Rule 12h-1(f)(1)(iv) and (v) under the Exchange Act, which shall apply to an Option and, prior to exercise, to the Shares to be issued upon exercise of such Option during the period commencing on the Date of Grant and ending on the earlier of (i) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (ii) the date when the Company makes a determination that it shall cease to rely on the exemption afforded by Rule 12h-1(f)(1) under the Exchange Act. During such period, an Option and, prior to exercise, the Shares to be issued upon exercise of such Option shall be restricted as to any pledge, hypothecation or other transfer by the Optionee, including any short position, any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act).

SECTION 13. MISCELLANEOUS PROVISIONS.

(a) Compliance with Section 409A. Awards shall be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral shall not be subject to the additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Board of Directors. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and shall be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Board of Directors. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A, the Award shall be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral shall not be subject to the additional tax or interest applicable under Section 409A. In no event shall the Company or any Parent or Subsidiary have any liability or obligation to reimburse, indemnify, or hold harmless a Participant (or any other person) for any taxes, penalties or interest that may be imposed on, or other costs incurred by, Participant (or any other person) as a result of Section 409A.

(b) Securities Law Requirements. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all Applicable Laws. The Company shall not be liable for a failure to issue Shares that is attributable to such requirements.

(c) No Retention Rights. Nothing in the Plan or in any right or Award granted under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

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(d) Forfeiture Events. The Board of Directors may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to the reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award shall be subject to the Company’s clawback policy as may be established and/or amended from time to time (the “Clawback Policy”). The Board of Directors may require a Participant to forfeit, return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws.

(e) Treatment as Compensation. Any compensation that an individual earns or is deemed to earn under this Plan shall not be considered a part of his or her compensation for purposes of calculating contributions, accruals or benefits under any other plan or program that is maintained or funded by the Company, a Parent or a Subsidiary.

(f) Leaves of Absence. Unless the Board of Directors provides otherwise, Service shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by Applicable Law (as determined by the Company).

(g) Governing Law. The Plan and all awards, sales and grants under the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 14. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the Company’s stockholders. If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred under the Plan shall be rescinded and no additional grants, exercises or sales shall thereafter be made under the Plan. The Plan shall terminate automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the Board of Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s stockholders if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 9) or (ii) materially changes the class of persons who are eligible for the grant of ISOs.

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Stockholder approval shall not be required for any other amendment of the Plan. If the stockholders fail to approve an increase in the number of Shares reserved under Section 4 within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred in reliance on such increase shall be rescinded and no additional grants, exercises or sales shall thereafter be made in reliance on such increase.

(c) Effect of Amendment or Termination. No Shares shall be issued or sold and no Award granted under the Plan after the termination thereof, except upon exercise or settlement of an Award granted under the Plan prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Award previously granted under the Plan.

SECTION 15. DEFINITIONS.

(a) “Applicable Laws” shall mean the legal and regulatory requirements relating to the administration of equity-based awards, including but not limited to, the related issuance of Stock, including but not limited to, under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or shall be, granted under the Plan.

(b) “Award” shall mean any award granted under the Plan, including as an Option, an award of Restricted Stock Units or the grant or sale of Shares.

(c) “Award Agreement” shall mean a Restricted Stock Unit Agreement, Stock Grant Agreement, Stock Option Agreement or Stock Purchase Agreement.

(d) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(f) “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a).

(g) “Company” shall mean Sumo Logic, Inc., a Delaware corporation.

(h) “Consultant” shall mean any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant shall include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.

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(i) “Date of Grant” shall mean the date of grant specified in the applicable Award Agreement, which date shall be the later of (i) the date on which the Board of Directors resolved to grant the Award or (ii) the first day of the Participant’s Service.

(j) “Disability” shall mean that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(k) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(l) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(m) “Exchange Program” shall mean a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Board of Directors, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Board of Directors shall determine the terms and conditions of any Exchange Program in its sole discretion.

(n) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.

(o) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(p) “Family Member” shall mean (i) 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, (ii) any person sharing the Participant’s household (other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Participant controls the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Participant own more than 50% of the voting interests.

(q) “Grantee” shall mean a person to whom the Board of Directors has awarded Shares under the Plan.

(r) “ISO” shall mean an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the Treasury Regulations promulgated thereunder.

(s) “Nonstatutory Option” shall mean an Option that by its terms does not qualify or is not intended to qualify as an ISO.

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(t) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(u) “Optionee” shall mean a person who holds an Option.

(v) “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

(w) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(x) “Participant” shall mean the holder of an outstanding Award.

(y) “Plan” shall mean this Sumo Logic, Inc. 2010 Stock Plan.

(z) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors.

(aa) “Purchaser” shall mean a person to whom the Board of Directors has offered the right to purchase Shares under the Plan (other than upon exercise of an Option).

(bb) “Restricted Stock Unit” shall mean a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 7. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(cc) “Restricted Stock Unit Agreement” shall mean the agreement between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

(dd) “Section 409A” shall mean Section 409A of the Code and the Treasury Regulations and guidance thereunder, and any applicable state law equivalent, as each may be promulgated, amended or modified from time to time.

(ee) “Securities Act” shall mean the Securities Act of 1933, as amended.

(ff) “Service” shall mean service as an Employee, Outside Director or Consultant.

(gg) “Share” shall mean one share of Stock, as adjusted in accordance with Section 9 (if applicable).

(hh) “Stock” shall mean the Common Stock of the Company.

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(ii) “Stock Grant Agreement” shall mean the agreement between the Company and a Grantee who is awarded Shares under the Plan that contains the terms, conditions and restrictions pertaining to the award of such Shares.

(jj) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

(kk) “Stock Purchase Agreement” shall mean the agreement between the Company and a Purchaser who purchases Shares under the Plan that contains the terms, conditions and restrictions pertaining to the purchase of such Shares.

(ll) “Subsidiary” shall mean 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 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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EXHIBIT A

SCHEDULE OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN

Date of Board Approval	Date of Stockholder Approval	Number of Shares Added	Cumulative Number of Shares
4/27/2010	4/27/2010	Not Applicable	2,943,000
3/13/2012	5/8/2012	2,943,000	5,998,000
7/31/2012	9/30/2012	1,539,783	7,425,783
11/2/2012	11/2/2012	1.905,447	9,331,230
3/5/2014	4/11/2014	750,000	10,081,230
4/11/2014	4/11/2014	1,839,297	11,920,527
12/3/2014	12/15/2014	3,524,447	15,444,974
2/24/2015	5/14/2015	2,000,000	17,444,974
5/14/2015	5/14/2015	2,044,338	19,489,312
9/28/2016	10/6/2016	1,421,520	20,910,832
4/25/2017	4/25/2017	1,212,989	22,123,821
8/1/2017	8/3/2017	2,090,118	24,213,939
12/5/2017	1/5/2018	2,900,000	27,113,939
6/5/2018	6/20/2018	2,500,000	29,613,939
12/11/2018	1/10/2019	3,896,500	33,510,439
3/12/2019	3/20/2019	1,200,000	34,710,439
4/30/2019	4/30/2019	1,995,617	36,706,056
10/30/2019	11/25/2019	2,200,000	38,906,056
12/10/2019	3/20/2020	2,500,000	41,406,056
3/13/2020	3/20/2020	3,000,000	44,406,056

E-1

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

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A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

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(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this 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.

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Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN:

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

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SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule

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2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such accelerated Restricted Stock Units shall result in the imposition of additional tax under Section

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409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

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SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

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Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

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SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

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SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

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(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

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(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

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SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held

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indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and

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Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN:

STOCK OPTION AGREEMENT

SECTION 1. GRANT OF OPTION.

(a) Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, including the Country Addendum attached hereto as Exhibit A (jointly with the Stock Option Agreement, this “Agreement”), the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.

(b) $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.

(c) Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 17 of this Agreement.

SECTION 2. RIGHT TO EXERCISE.

(a) Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7.

(b) Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.

SECTION 4. EXERCISE PROCEDURES.

(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company pursuant to Section 15(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. In the event of a partial exercise of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Stock Option Grant.

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause such certificates to be delivered to or upon the order of the person exercising this option.

(c) Responsibility for Taxes. The Optionee acknowledges regardless of any action taken by the Company or, if different, the Optionee’s employer (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 the Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (1) 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 the option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the 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.

(d) Withholding Taxes. In the event that the Company determines that it is required to withhold any Tax-Related Items as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

SECTION 5. PAYMENT FOR STOCK OR WITHHOLDING TAXES.

(a) Cash. All or part of the Purchase Price and the Company’s obligation for the withholding of Tax-Related Items may be paid to the Company in cash or cash equivalent.

(b) Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Purchase Price and the Company’s obligation for the withholding of Tax-Related Items may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when this option is exercised.

(c) Exercise/Sale. All or part of the Purchase Price and the Company’s obligation for the withholding of Tax-Related Items may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a cash refund of any over-withheld amount not remitted to tax authorities on the Optionee’s behalf and will have no entitlement to the Share equivalent.

Finally, the Optionee agrees to pay to the Company or the Employer, including through withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/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 the 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 the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

SECTION 6. TERM AND EXPIRATION.

(a) Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies).

(b) Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (a) above;

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability; or

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability.

The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option is exercisable for vested Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option was exercisable for vested Shares on or before the date when the Optionee’s Service terminated.

For purposes of this option, the date the Optionee’s Service terminates is the date the Optionee is no longer actively providing services to the Company or one of its subsidiaries (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 the Optionee is employed or providing services or the terms of the Optionee’s employment or service agreement, if any) and, unless otherwise expressly provided in this Agreement or determined by the Company, (i) the Optionee’s right to vest in the option under the Plan, if any, will terminate as of the date the Optionee’s Service terminates and will not be extended by any notice period (e.g., the 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 the Optionee is employed or providing services or the terms of the Optionee’s employment or service agreement, if any), and (ii) the period (if any) during which the Optionee may exercise the option after the Optionee’s Service terminates will commence on the date the Optionee’s Service terminates and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Optionee is employed or providing services or terms of the Optionee’s employment or service agreement, if any. The Company shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of this option.

(c) Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection (a) above; or

(ii) The date 12 months after the Optionee’s death.

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option is exercisable for vested Shares on or before the date of the Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares.

(d) Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.

(e) Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised:

(i) More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(ii) More than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(iii) More than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract.

SECTION 7. RIGHT OF REPURCHASE.

(a) Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection (b) below, the Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service, but the Right of Repurchase may be exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the Exercise Price of each Restricted Share being repurchased.

(b) Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting schedule set forth in the Notice of Stock Option Grant.

(c) Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Optionee upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.

(d) Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 15(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company.

(e) Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.

(f) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor.

(g) Transfer of Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(h) Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 7.

SECTION 8. RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

(d) Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 8.

SECTION 9. LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

(i) It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;

(ii) Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and

(iii) Any other applicable provision of federal, State or foreign law has been satisfied.

SECTION 10. NO REGISTRATION RIGHTS.

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 11. RESTRICTIONS ON TRANSFER OF SHARES.

(a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State or foreign jurisdiction, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any State or any foreign jurisdiction, or any other law.

(b) Market Stand-Off. In connection with any 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, the Optionee or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding

securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act.

(c) Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

(d) Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

(e) Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legend:

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

“THE TRANSFER OF SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS REQUIRING APPROVAL OF THE BOARD OF DIRECTORS PURSUANT TO AND IN ACCORDANCE WITH SECTION 6.4 OF THE BYLAWS OF THE COMPANY, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH SECTION 6.4 OF THE BYLAWS OF THE COMPANY.”

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

(f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

(g) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on the Optionee and all other persons.

(h) Further Limits on Transferability. Notwithstanding anything to the contrary, any purported transfer of any Shares effected in violation of Section 6.4 of the bylaws of the Company shall be null and void and shall have no force and effect and the Company shall not register any such purported transfer.

SECTION 12. ADJUSTMENT OF SHARES.

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation, this option shall be subject to the agreement of merger or consolidation, as provided in Section 8(b) of the Plan.

SECTION 13. NATURE OF GRANT.

In accepting the grant, the 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, discretionary, 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 option or other grants, if any, will be at the sole discretion of the Company;

(d) the Optionee is voluntarily participating in the Plan;

(e) the option, the Shares subject to the option and the income and value of same, are not intended to replace any pension rights or compensation;

(f) 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;

(g) 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 the Optionee may provide as a director of a Subsidiary of the Company;

(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(i) if the underlying Shares do not increase in value, the option will have no value;

(j) if the Optionee exercises the option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;

(k) in addition to paragraphs (a) - (j), the following provisions will also apply if the Optionee is employed or providing Services outside the United States:

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the options resulting from the termination of Optionee’s Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of Optionee’s employment agreement, if any), and in consideration of the grant of the option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer and any Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Employer, the Company and its subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(ii) the option, the Shares subject to the option and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and

(iii) neither of the Company, its Subsidiaries, nor the Employer shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the option or of any amounts due to the Optionee pursuant to the exercise of the option or the subsequent sale of any Shares acquired upon exercise.

SECTION 14. DATA PRIVACY.

(a) The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in the Agreement and any other option grant materials (“Data”) by and among, as applicable, the Employer, the Company and any subsidiary of the Company for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Optionee understands that the Company and the Employer may hold certain personal information about the Optionee, including, but not limited to, the Optionee’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan.

(b) The Optionee understands that Data may be transferred to any stock plan service provider or any other third party as may be selected by the Company to assist the Company with the implementation, administration and management of the Plan, presently or in the future (the “Designated Broker”). The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than the Optionee’s country of residence. The Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative.

(c) The Optionee authorizes the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to revoke his or her consent, his or her status as an eligible Optionee with the Employer will not be adversely affected; the only consequence of refusing or withdrawing the Optionee’s consent is that the Company would not be able to grant the Optionee options or other equity awards or administer or maintain such awards. Therefore, the Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

(d) Finally, upon request of the Company or the Employer, the Optionee agrees to provide an executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in the Optionee’s country, either now or in the future. The Optionee understands that he or she will not be able to participate in the Plan if he or she fails to execute any such consent or agreement.

SECTION 15. MISCELLANEOUS PROVISIONS.

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and5.

(b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c) Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).

(d) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(e) Entire Agreement. The Notice of Stock Option Grant, this Agreement, including the Country Addendum attached hereto as Exhibit A and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(f) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

(g) Language. If the Optionee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(h) Country Addendum. Notwithstanding any provisions in this Agreement, this option shall be subject to any special terms and conditions for the Optionee’s country set forth in the Country Addendum attached hereto as Exhibit A. Further, if the Optionee relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to the Optionee to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part of this Agreement.

(i) Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on this option and on any Shares acquired under the Plan to the extent that the Company determines it is necessary or advisable for legal or administrative reasons and consistent with the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

SECTION 16. ACKNOWLEDGEMENTS OF THE OPTIONEE.

(a) Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or the Optionee’s other compensation. In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

(b) Electronic Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Optionee by email of their availability. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online

or electronic system established and maintained by the Company or a third party designated by the Company. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the documents.

(c) No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company.

(d) Insider Trading. The Optionee acknowledges that, depending on his or her country, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Optionee’s ability to acquire or sell Shares or rights to Shares (e.g., this option) under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws in his or her country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Optionee should speak to his or her personal advisor on this matter.

(e) Foreign Asset/Account Reporting. The Optionee’s country may have certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Optionee’s country. The Optionee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Optionee acknowledges that it is his or her responsibility to be compliant with such regulations, and the Optionee should speak to his or her personal advisor on this matter.

(f) Waiver of Statutory Information Rights. The Optionee acknowledges and agrees that, upon exercise of this option and until the first sale of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she will be deemed to have waived any rights the Optionee might otherwise have had under Section 220 of the Delaware General Corporation Law (or under similar rights under other applicable law) to inspect for any proper purpose and to make copies and extracts from the Company’s stock ledger, a list of its stockholders and its other books and records or the books and records of any subsidiary. This waiver applies only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights the Optionee may have under other law or pursuant to a written agreement with the Company.

SECTION 17. DEFINITIONS.

(a) “Agreement” shall mean this Stock Option Agreement.

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.

(e) “Company” shall mean Sumo Logic, Inc., a Delaware corporation.

(f) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.

(g) “Date of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.

(h) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(i) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(j) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant.

(k) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(l) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.

(m) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

(n) “Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached.

(o) “NSO” shall mean a stock option not described in Section 422(b) or 423(b) of the Code.

(p) “Optionee” shall mean the person named in the Notice of Stock Option Grant.

(q) “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

(r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(s) “Plan” shall mean the Sumo Logic, Inc. 2010 Stock Plan, as in effect on the Date of Grant.

(t) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

(u) “Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability.

(v) “Restricted Share” shall mean a Share that is subject to the Right of Repurchase.

(w) “Right of First Refusal” shall mean the Company’s right of first refusal described in Section 8.

(x) “Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.

(y) “Securities Act” shall mean the Securities Act of 1933, as amended.

(z) “Service” shall mean service as an Employee, Outside Director or Consultant.

(aa) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable).

(bb) “Stock” shall mean the Common Stock of the Company.

(cc) “Subsidiary” shall mean 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 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(dd) “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.

(ee) “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 8.

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EXHIBIT A

COUNTRY ADDENDUM TO STOCK OPTION AGREEMENT

TERMS AND CONDITIONS

This Country Addendum includes additional terms and conditions that govern the option granted to the Optionee under the Plan if the Optionee works and/or resides in one of the countries listed below. If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working (or is considered as such for local law purposes), or if the Optionee transfers employment or residency to a different country after the option is granted, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Optionee.

Certain capitalized terms used but not defined in this Country Addendum have the meanings set forth in the Plan and/or the Stock Option Agreement (the “Agreement”).

NOTIFICATIONS

This Country Addendum also includes notifications regarding certain other issues of which the Optionee should be aware with respect to the Optionee’s participation in the Plan. These notifications are based on the securities, exchange control and other laws in effect in the respective countries as of February 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the notifications contained in this Country Addendum as the only source of information relating to the consequences of the Optionee’s participation in the Plan because the information may be out-of-date at the time the Optionee exercises the option or sells any Shares acquired upon such exercise.

In addition, the notifications contained in this Country Addendum are general in nature and may not apply to the Optionee’s particular situation and, as a result, the Company is not in a position to assure the Optionee of any particular result. Accordingly, the Optionee should seek appropriate professional advice as to how the relevant laws in the Optionee’s country may apply to the Optionee’s individual situation.

If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working (or is considered as such for local law purposes), or if the Optionee relocates to a different country after the option is granted, the notifications contained in this Country Addendum may not be applicable to the Optionee in the same manner.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying Shares. The Optionee 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.

AUSTRALIA

TERMS AND CONDITIONS

Compliance with Law. Notwithstanding anything else in the Agreement, the Optionee will not be entitled to, and shall not claim any benefit under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Employer is under no obligation to seek or obtain the approval of its shareholders in general meeting for the purpose of overcoming any such limitation or restriction.

CANADA

TERMS AND CONDITIONS

Form of Exercise. The following provision supplements Section 5(b) (Payment for Stock or Withholding Taxes) of the Agreement:

Notwithstanding any provision of the Agreement or the Plan to the contrary, the Optionee is prohibited from surrendering Shares that he or she already owns to pay the Exercise Price or any Tax-Related Items in connection with the exercise of the option. The Company reserves the right to permit this method of payment depending upon the development of local law.

Termination of Service. The following provision replaces the last paragraph of Section 6(b) (Termination of Service (Except by Death)) of the Agreement:

For purposes of this option, the Optionee’s status as an eligible Optionee will be considered terminated as of, and the Optionee’s right (if any) to vest in the option pursuant to the Agreement or exercise the option after such termination (regardless of the reason for such termination and whether or not later found to be invalid or in breach of the employment laws in the jurisdiction where the Optionee is employed or providing services or the terms of the Optionee’s employment or service agreement, if any) will be measured by, the date that is the earlier of: (a) the date the Optionee’s employment or service with the Company or its subsidiaries is terminated; (b) the date the Optionee receives written notice of termination from the Company or a Subsidiary of the Company, regardless of any notice period or period of pay in lieu of such notice mandated under the employment laws in the jurisdiction where the Optionee is employed or providing services or the terms of the Optionee’s employment or service agreement, if any; or (c) the date the Optionee is no longer employed by or actively providing services to the Company or any of its subsidiaries; the Company, in its sole discretion, shall determine when the Optionee is no longer employed or actively providing services for purposes of the option (including whether the Optionee may still be considered employed or actively providing services while on a leave of absence).

The following provisions apply for residents of Quebec:

Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressement souhaité que la convention [“Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy Notice. This provision supplements Section 14 (Data Privacy) of the Agreement:

The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Optionee further authorizes the Employer, the Company and any of its subsidiaries to disclose and discuss the Plan with their advisors. The Optionee further authorizes the Employer, the Company and any subsidiary of the Company to record such information and to keep such information in his or her employee file.

NOTIFICATIONS

Securities Law Information. The Optionee may not be permitted to sell or otherwise dispose of any Shares acquired upon exercise of the option within Canada. The Optionee may only be permitted to sell or dispose of any Shares acquired under the Plan if such sale or disposal takes place outside of Canada or, when the Shares become publicly traded, on the facilities on which such Shares are traded (i.e., on the New York Stock Exchange).

Foreign Asset/Account Reporting Information. The Optionee may be required to report his or her foreign property on Form T1135 (Foreign Income Verification Statement) if the total cost of the Optionee’s foreign property exceeds C$100,000 at any time during the year. Foreign property includes cash held outside of Canada and Shares acquired under the Plan, and it may include the options. The Form T1135 must be filed by April 30 of the following year. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily would equal the fair market value of the Shares at the time of acquisition, but if the Optionee owns other shares of the same company, this ACB may have to be averaged with the ACB of the other shares. The Optionee should consult with his or her personal tax advisor to determine his or her reporting requirements.

GERMANY

Exchange Control Information.

Cross-border payments in excess of €12,500, including any cross-border payments received in connection with the sale of Shares acquired under the Plan or any dividends paid on such Shares, must be reported monthly to the German Federal Bank (Bundesbank). For payments made in connection with securities or financial derivatives (including any proceeds from the sale of Shares acquired under the Plan), the report must be made by the 5th day of the month following the month in which the payment was received. The report must be filed electronically. The form of report (“Allgemeines Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. In addition, in the unlikely event that Optionee holds Shares exceeding 10% of the total capital of the Company, Optionee must report such holdings in the Company on an annual basis. Optionee is responsible for complying with applicable reporting requirements.

INDIA

TERMS AND CONDITIONS

Restriction of Exercise. The following provision supplements Section 2 (Right to Exercise) of the Agreement:

Notwithstanding that any portion of the option has become vested pursuant to the schedule provided in the Notice of Stock Option Grant, this option shall not be exercisable as to any Shares unless and until the earliest to occur of: (i) the Shares subject to this option are listed on an established securities market, (ii) the Company is subject to a *Change in Control, provided that the Shares will only be exercisable upon a *Change in Control if the Shares are exchanged for cash, securities that are listed on an established securities market or a combination thereof, or (iii) the Company in its sole discretion, designates an exercise period (each, and “Exercise Trigger Date”). Upon the occurrence of an Exercise Trigger Date, the option shall become exercisable as to all Shares subject to it that have vested as of such date, and thereafter, the option shall become exercisable as the option vests.

In the event that this option expires prior to the Exercise Trigger Date, the Optionee shall not be able to exercise any portion of the option.

Post-Termination Exercise Period. The following provision replaces Section 6(b)(ii) (Termination of Service (Except by Death) of the Agreement:

“(ii) The date five years after termination of the Optionee’s Service for any reason other than Disability; or”

*”Change in Control” means (a) the consummation of a merger or consolidation of the Company with or into another entity or (b) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, a merger or consolidation of the Company does not constitute a “Change in Control” if immediately after the merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of the continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to the merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to the merger or consolidation.

NOTIFICATIONS

Exchange Control Information. Due to exchange control restrictions in India, the Optionee may be required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90 days of receipt, and proceeds from the receipt of any dividends within 180 days of receipt. Indian resident Optionee must obtain a foreign inward remittance certificate (“FIRC”) from the bank where the Optionee deposits the funds and must maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset/Account Reporting Information. Indian residents are required to declare any foreign bank accounts and assets (including Shares acquired under the Plan) on his or her annual tax return. Increased penalties for failing to report these assets/accounts have been implemented. The Optionee should consult with his or her personal tax advisor to determine the Optionee’s reporting requirements.

JAPAN

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Optionee is required to report details of any assets (including Shares acquired under the Plan) held outside of Japan as of December 31 each year, to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 each year. Optionee should consult with his or her personal tax advisor as to whether the reporting obligation applies and whether Optionee will be required to report details of any outstanding Options or Shares in the report.

NETHERLANDS

There are no country-specific provisions.

NEW ZEALAND

NOTIFICATIONS

Securities Law Information.

The Optionee is being offered options (which, upon vesting and being exercised in accordance with the terms of grant of the options, will be converted into Shares) in Sumo Logic, Inc.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.

The usual rules do not apply to this offer because it is a small offer. As a result, the Optionee may not be given all the information usually required. The Optionee will also have fewer other legal protections for this investment. The Optionee should, therefore, ask questions, read all documents carefully, and seek independent financial advice before committing him or herself.

POLAND

NOTIFICATIONS

Exchange Control Information. If the Optionee maintains bank or brokerage accounts holding cash and foreign securities (including Shares) outside of Poland, the Optionee will be required to report information to the National bank of Poland on transactions and balances in such accounts if the value of such cash and securities exceeds PLN 7 million. If required, such reports must be filed on a quarterly basis on special forms available on the website of the National Bank of Poland. The Optionee should consult with his or her personal legal advisor to determine whether he or she will be required to submit reports to the National Bank of Poland.

Further, the Optionee acknowledges that any transfer of funds in excess of €15,000 into or out of Poland must be effected through a bank account in Poland. The Optionee understands that he or she is required to store all documents connected with any foreign exchange transactions that the Optionee engages in for a period of five years as measured from the end of the year in which such transaction occurred.

SWEDEN

There are no country-specific provisions.

UNITED KINGDOM

TERMS AND CONDITIONS

Withholding Taxes. This provision supplements Section 4(c) (Responsibility for Taxes) and Section 4(d) (Withholding Taxes) of the Agreement:

If payment or withholding of the Optionee’s income tax liability is not made within 90 days after the end of the U.K. tax year in which the event giving rise to such income tax liability occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax will constitute a loan owed by the Optionee to the Employer, effective on the Due Date. The Optionee agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in the Agreement. Notwithstanding the foregoing, if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act), the Optionee will not be eligible for such a loan to cover the income tax as described above. In the event that the Optionee is a director or executive officer and the Optionee’s income tax liability is not collected from or paid by the Optionee by the Due Date, such uncollected amounts may constitute a benefit to the Optionee on which additional income tax and National Insurance contributions may be payable. The Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any National Insurance contributions due on this additional benefit, which the Company or the Employer may recover by any of the means referred to in the Agreement.

In addition, the Optionee agrees that the Company and/or the Employer may calculate the income tax to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Optionee may have to recover any overpayment from HMRC.

Section 431 Election. If so required by the Company in circumstances where the Shares to be acquired by Optionee are considered to be “restricted securities” for the purposes of Part 7, Chapter 2, of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”), Optionee is required to enter into an election jointly with the Employer, pursuant to Section 431 ITEPA, electing that the market value of the Shares at the time of exercise of the option be calculated as if such Shares were not “restricted securities.” Without such election, any gains made on disposal of the Shares may be subject to a partial income tax charge.

Joint Election for Transfer of Liability for Employer National Insurance Contributions. As a condition of exercising this option, Optionee agrees to accept any liability for secondary Class 1 National Insurance Contributions which may be payable by the Employer in connection with any event giving rise to tax liability in relation to the option (“Employer NICs”). The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 5 of this Agreement. To accomplish the foregoing, by accepting this option, Optionee expressly agrees to enter into a joint election in accordance with Paragraph 3B(1) of Schedule 1 of the Social security Contributions and Benefits Act 1992 by and between the Optionee and the Company in a form provided by the Company (the “Election”) and such further joint elections as may be required by the Company or any successor to the Company to accomplish the transfer of the Employer NICs to Optionee. If Optionee does not enter into the Election at the time and in the manner required by the Company, or as required pursuant to applicable law in order to transfer to Optionee any secondary Class 1 National Insurance Contributions of the Company related to this option, the option shall become null and void without any liability to the Company, may not be exercised and shall lapse with immediate effect.

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF STOCK OPTION EXERCISE

You must sign this Notice on Page 3 before submitting it to the Company.

OPTIONEE INFORMATION:

Name:	Social Security Number:
Address:	Employee Number:
	Email Address:

OPTION INFORMATION:

Date of Grant: _________________, 20__	Type of Stock Option:
Exercise Price per Share: $ __________	☐ Nonstatutory (NSO)
Total number of shares of Common Stock of Sumo Logic, Inc. (the “Company”) covered by the option: ______________	☐ Incentive (ISO)

EXERCISE INFORMATION:

Number of shares of Common Stock of the Company for which the option is being exercised now: ____________________. (These shares are referred to below as the “Purchased Shares.”)

Total Exercise Price for the Purchased Shares: $ ____________

Form of payment enclosed [check all that apply]:

☐ Check for $ ________________, payable to “Sumo Logic, Inc.”

☐ Wire for $ ________________.

☐ Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]

☐ Attestation Form covering ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]

Name(s) in which the Purchased Shares should be registered [please review the attached explanation of the available forms of ownership, and then check one box]*:

☐   In my name only ☐   In the names of my spouse and myself as community property	My spouse’s name (if applicable):
☐   In the names of my spouse and myself as community property with the right of survivorship
☐   In the names of my spouse and myself as joint tenants with the right of survivorship
☐   In the name of an eligible revocable trust [requires Stock Transfer Agreement]	Full legal name of revocable trust:

*WHILE THE COMPANY WILL REGISTER THE PURCHASED SHARES IN ACCORDANCE WITH YOUR INSTRUCTION, THIS DOCUMENT DOES NOT CONTROL OR CHANGE THE NATURE OF THE PURCHASED SHARES AS COMMUNITY PROPERTY OR SEPARATE PROPERTY. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISOR TO DETERMINE IF ADDITIONAL STEPS OR DOCUMENTATION ARE REQUIRED IN THIS REGARD.

REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE OPTIONEE:

1. I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

2. I understand that my purchase of the Purchased Shares has not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required.

3. I acknowledge that the Company is under no obligation to register the Purchased Shares or any sale or transfer thereof.

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4. I am aware of Rule 144 under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer be available, that the resale occur only after a holding period required by Rule 144 has been satisfied, that the sale occur through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period not exceed specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied as of the date set forth below, and that the Company is not required to take action to satisfy any conditions applicable to it.

5. I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act.

6. I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.

7. I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.

8. I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal, the drag-along right and the market stand-off (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement. I acknowledge that any transfer of the Purchased Shares may be subject to a transfer fee and must be effected on the Company’s form of stock transfer agreement, as further described in the Stock Option Agreement.

9. I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option Grant and Stock Option Agreement.

10. I acknowledge that I have received a copy of the Company’s explanation of the forms of ownership available for my Purchased Shares. I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement on a form prescribed by the Company. In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements described in the attached explanation (i.e., a trust that is not an eligible revocable trust), I also acknowledge that the transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.

11. I acknowledge that I have received a copy of the Company’s explanation of the federal income tax consequences of an option exercise. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time.

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12. I agree that the Company does not have a duty to design or administer the 2010 Stock Plan or its other compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation. In particular, I acknowledge that my options are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option was granted by the Company’s Board of Directors. Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Company’s Board of Directors or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

13. I acknowledge and agree to be bound by the terms and provisions of the Company’s Amended Bylaws dated October 23, 2017 (a copy of which will be provided upon request), as such amendment relates to the transfer of stock.

14. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing

15. I consent, with respect to all shares of capital stock of the Company held by me, to receive any notice given by the Company under its certificate of incorporation or bylaws, as the same may be amended and/or restated from time to time, the General Corporation Law of the State of Delaware (the “General Corporation Law”) or otherwise, by electronic transmission pursuant to Section 232 of the General Corporation Law at the email address set forth above. I further acknowledge and agree that the Company may rely upon any expressions of my consent to proposed corporate actions received from the email address provided above. I hereby agree to notify the Company of any change to my email address set forth above, and further agree that the provision of such notice shall constitute my consent to receive notice and to provide my expression of consent as provided herein at such address. In the event that the Company is unable to deliver notice to me at the e-mail address set forth above, I shall, within five (5) days after a request by the Company, provide the Company with a valid e-mail address to which I consent to receive notice and to provide expressions of consent as provided herein.

SIGNATURE: DATE:

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EXPLANATION OF FORMS OF STOCK OWNERSHIP

PURPOSE OF THIS EXPLANATION

The purpose of this explanation is to provide you with a brief summary of the forms of legal ownership available for the shares that you are purchasing (the “Purchased Shares”). For a number of reasons, this explanation is no substitute for personal legal advice:

• To make the explanation short and readable, only the highlights are covered. Some legal rules are not addressed, even though they may be important in particular cases.

• While the summary attempts to deal with the most common situations, your own situation may well be different from the norm.

• The law may change, and the Company is not responsible for updating this summary.

• The form in which you own your shares may have a substantial impact on the estate tax treatment that applies to those shares when you die or the income tax treatment that applies when your survivors sell the shares after your death.

FOR THESE REASONS, THE COMPANY STRONGLY ENCOURAGES YOU TO CONSULT YOUR OWN ADVISER BEFORE EXERCISING YOUR OPTION AND BEFORE MAKING A DECISION ABOUT THE FORM OF OWNERSHIP FOR YOUR SHARES.

OVERVIEW

The Notice of Stock Option Exercise offers five forms of taking title to the Purchased Shares:

• In your name only,

• In your name and the name of your spouse as community property,

• In your name and the name of your spouse as community property with the right of survivorship,

• In your name and the name of your spouse as joint tenants with the right of survivorship, or

• In the name of an eligible revocable trust.

Title in the Purchased Shares depends upon (a) your marital status, (b) the marital property laws of your state of residence and (c) any agreement with your spouse altering the existing marital property laws of your state of residence. If you are not married, you generally will take title in your name alone. If you are married, title depends upon the marital property laws of your state of residence. In general, states are classified either as “community property” states or as “common-law property” states. (But individual state law may vary within these classifications.)

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COMMUNITY PROPERTY AND JOINT TENANCY

Community property states include California, Texas, Washington, Arizona, Nevada, New Mexico, Idaho, Louisiana and Wisconsin. In a community property state, property acquired during marriage by either spouse is presumed to be one-half owned by each spouse. All other property is classified as the separate property of the spouse who acquires the property. While either spouse has equal management and control over the community property and may sell, spend or encumber all community property, neither spouse may gift community property or partition his/her one-half interest without the consent of the other spouse. Upon divorce, all community property is divided equally among the spouses and each spouse is entitled to retain all of his/her separate property. Upon the death of a spouse, one-half of the community property (and all of the decedent spouse’s separate property) will pass to the decedent spouse’s heirs. The other one-half of the community property remains the property of the surviving spouse.

Other states are common-law property states. In a common-law property state, each spouse is generally deemed to own whatever he/she earns or acquires.

A married couple may elect to alter the marital property rules by mutually agreeing to take title to property in other forms. For example, a couple residing in a community property state may generally enter into an agreement and transform what otherwise would be community property into the separate property of the spouse who earns or acquires the property.

In addition, many community property and common-law property states allow married couples to take joint title in property acquired during marriage. For example, California allows a married couple to take title in a joint tenancy with the right of survivorship. In a joint tenancy, each spouse owns a one-half interest in the property as separate property. This means that each spouse may transfer or sell his/her one-half interest in the property while he/she is alive. However, unlike traditional separate property, a spouse cannot transfer his/her one-half interest to heirs at death. Instead, the surviving spouse automatically receives the decedent spouse’s one-half interest and becomes the full owner of the property. (This is called the “right of survivorship.”) Both spouses must consent to taking property in a joint tenancy in lieu of having the community property laws apply.

California also allows a married couple to take title in the shares as community property with the right of survivorship. This means that the shares are treated like community property while both spouses are alive. However, if one spouse dies, then the other spouse automatically receives the decedent spouse’s one-half interest and becomes the full owner of the shares. In other words, the decedent spouse’s will or trust does not control the disposition of the shares.

If you have the Purchased Shares issued in a form other than those described above, then the transfer will be treated as a “disposition” for tax purposes. This means that the effect, for tax purposes, will be the same as selling the Purchased Shares. Please refer to the attached tax summary for additional information.

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TRUSTS

A transfer to a trust generally should not be treated as a “disposition” of the Purchased Shares for tax purposes if the trust satisfies each of the following conditions:

• You are the sole grantor of the trust,

• You are the sole trustee, or you and your spouse are the sole co-trustees,

• The trustee or trustees are not required to distribute the income of the trust to any person other than you and/or your spouse while you are alive, and

• The trust permits you to revoke all or part of the trust and to have the trust’s assets returned to you, without the consent of any other person (including your spouse).

If you have the Purchased Shares issued to a trust that does not meet these requirements, then the transfer will be treated as a “disposition” for tax purposes. This means that the effect, for tax purposes, will be the same as selling the Purchased Shares. Please refer to the attached tax summary for additional information.

If you have the Purchased Shares issued to any trust, you will be required to sign a Stock Transfer Agreement in your capacity as trustee. Under the Stock Transfer Agreement, the Purchased Shares remain subject to the Company’s right of first refusal in accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement.

THE COMPANY WILL NOT CHECK TO DETERMINE WHETHER THE FORM OF OWNERSHIP THAT YOU ELECT IN YOUR NOTICE OF STOCK OPTION EXERCISE IS APPROPRIATE. YOU SHOULD CONSULT YOUR OWN ADVISERS ON THIS SUBJECT. IF AN INAPPROPRIATE ELECTION IS MADE, THE FORM OF OWNERSHIP MAY NOT WITHSTAND LEGAL SCRUTINY OR MAY HAVE ADVERSE TAX CONSEQUENCES.

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EXPLANATION OF U.S. FEDERAL INCOME TAX CONSEQUENCES

(Current as of January 2019)

PURPOSE OF THIS EXPLANATION

The purpose of this explanation is to provide you with a brief summary of the tax consequences of exercising your option. For a number of reasons, this explanation is no substitute for personal tax advice:

• To make the explanation short and readable, only the highlights are covered. Some tax rules are not addressed, even though they may be important in particular cases.

• While the summary attempts to deal with the most common situations, your own tax situation may well be different from the norm.

• State and foreign income taxes are not addressed at all, even though they could have a significant impact on your tax planning. Likewise, federal gift and estate taxes and state inheritance taxes are not discussed.

• Tax planning involving incentive stock options is exceedingly complex, in part because of the possible application of the alternative minimum tax.

• This explanation assumes that your option is not subject to section 409A of the Internal Revenue Code. However, the Company cannot be certain that section 409A is inapplicable to your option. (Please refer to the last segment of this summary for more information about section 409A.)

• The tax rules change often, and the Company is not responsible for updating this summary. (Please refer to the date at the top of this page.)

FOR THESE REASONS, THE COMPANY STRONGLY ENCOURAGES YOU TO CONSULT YOUR OWN TAX ADVISER BEFORE EXERCISING YOUR OPTION.

EXERCISE OF NSO

If you are exercising an NSO, you generally will be taxed at the time of exercise. You will recognize ordinary income in an amount equal to the excess of (a) the fair market value of the Purchased Shares on the date of exercise over (b) the exercise price you are paying. If you are an employee or former employee of the Company, this amount is subject to withholding for income and payroll taxes. Your tax basis in the Purchased Shares (to calculate capital gain when you sell the shares) is equal to the sum of the exercise price you paid for the Purchased Shares plus any additional amount you recognized as income on the exercise date.

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DISPOSITION OF NSO SHARES

When you dispose of the Purchased Shares, you will recognize a capital gain equal to the excess of (a) the sale proceeds over (b) your tax basis in the Purchased Shares. If the sale proceeds are less than your tax basis, you will recognize a capital loss. The capital gain or loss will be long-term if you held the Purchased Shares for more than 12 months. The holding period starts when you exercise your NSO. In general, the maximum marginal federal income tax rate on long-term capital gains is 20% under current law, but lower long-term capital gain rates may apply to certain taxpayers.

Effective January 1, 2013, as a result of the Health Care and Education Reconciliation Act of 2010, an additional Medicare contribution tax is imposed at a rate of 3.8% on the “net investment income” of individuals with adjusted gross incomes in excess of $200,000 ($250,000 in the case of a joint return, and $125,000 in the case of a married taxpayer filing separately). “Net investment income” includes income from interest, dividends, and capital gains, reduced by the deductions properly allocated to such income.

Depending on the level of your adjusted gross income, the additional Medicare contribution tax may be imposed on any short-term and long-term capital gain income and can increase your marginal tax rate.

LIMIT ON ISO TREATMENT

The Notice of Stock Option Grant indicates whether your option is a nonstatutory stock option (NSO) or an incentive stock option (ISO). The favorable tax treatment for ISOs is limited, regardless of what the Notice of Stock Option Grant indicates. Of the options that become exercisable in any calendar year, only options covering the first $100,000 of stock are eligible for ISO treatment. The excess over $100,000 automatically receives NSO treatment. For this purpose, stock is valued at the time of grant. This means that the value is generally equal to the exercise price.

For example, assume that you hold an option to buy 60,000 shares for $8 per share. Assume further that the entire option becomes exercisable in four equal annual installments. Only the first 50,000 shares qualify for ISO treatment. (12,500 times $8 equals $100,000.) The remaining 10,000 shares will be treated as if they had been acquired by exercising an NSO. This is true regardless of when the option is actually exercised; what matters is when it first could have been exercised.

EXERCISE OF ISO AND ISO HOLDING PERIODS

If you are exercising an ISO, you will not be taxed under the regular tax rules until you dispose of the Purchased Shares.¹ (The alternative minimum tax rules are described below.) The tax treatment at the time of disposition depends on how long you hold the shares. You will satisfy the ISO holding periods if you hold the Purchased Shares until the later of the following dates:

¹  Generally, a “disposition” of shares purchased under an ISO encompasses any transfer of legal title, such as a transfer by sale, exchange or gift. It generally does not include a transfer to your spouse, a transfer into joint ownership with right of survivorship (if you remain one of the joint owners), a pledge, a transfer by bequest or inheritance, or certain tax-free exchanges permitted under the Internal Revenue Code. A transfer to a trust is a “disposition” unless the trust is an eligible revocable trust, as described in the attached explanation.

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• More than two years after the ISO was granted, and

• More than one year after the ISO is exercised.

DISPOSITION OF ISO SHARES

If you dispose of the Purchased Shares after satisfying both of the ISO holding periods, then you will recognize only a long-term capital gain at the time of disposition. The amount of the capital gain is equal to the excess of (a) the sale proceeds over (b) the exercise price. In general, the maximum marginal federal income tax rate on long-term capital gains is 20% under current law, but lower long-term capital gain rates may apply to certain taxpayers.

Effective January 1, 2013, as a result of the Health Care and Education Reconciliation Act of 2010, an additional Medicare contribution tax is imposed at a rate of 3.8% on the “net investment income” of individuals with adjusted gross incomes in excess of $200,000 ($250,000 in the case of a joint return, and $125,000 in the case of a married taxpayer filing separately). “Net investment income” includes income from interest, dividends, and capital gains, reduced by the deductions properly allocated to such income.

If you dispose of the Purchased Shares before either or both of the ISO holding periods are met, then you will recognize ordinary income at the time of disposition. The amount of ordinary income will be equal to the excess of (a) the fair market value of the Purchased Shares on the date of exercise over (b) the exercise price. But if the disposition is an arm’s length sale to an unrelated party, the amount of ordinary income will not exceed the total gain from the sale. Under current IRS rules, the ordinary income amount will not be subject to withholding for income or payroll taxes.

Your tax basis in the Purchased Shares will be equal to the sum of the exercise price you paid for the Purchased Shares plus any additional amount you recognized as ordinary income. Any gain in excess of your basis will be taxed as a capital gain—either long-term or short-term, depending on how long you held the Purchased Shares after the date of exercise.

SUMMARY OF ALTERNATIVE MINIMUM TAX

The alternative minimum tax (AMT) must be paid to the extent that it exceeds your regular federal income tax for the year. For 2019, the first $194,800 ($97,400 for a married taxpayer filing a separate return) of your alternative minimum taxable income for the year over the allowable exemption amount (see below) is subject to alternative minimum taxation at the rate of 26%. The balance of your alternative minimum taxable income is subject to alternative minimum taxation at the rate of 28%. The dollar thresholds dividing the 26% and 28% rates are indexed for inflation in future years. Your alternative minimum tax base is equal to your alternative minimum taxable income (AMTI) minus your exemption amount.

• Alternative Minimum Taxable Income. Your AMTI is equal to your regular taxable income, subject to certain adjustments and increased by items of tax preference. Among the many adjustments made in computing AMTI are the following:

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• State and local income and property taxes are not allowed as a deduction.

• Certain interest and other deductions are not allowed.

• When an ISO is exercised, the spread is added to income for AMT purposes. (See discussion below.)

• Exemption Amount. Before AMT is calculated, AMTI is reduced by the exemption amount. Under current law, the exemption amount is as follows:

Year:	Joint Returns:		Single Returns:		Separate Returns:
20192	$	111,700	$	71,700	$	55,850

The allowable exemption amount is reduced by $0.25 for each $1.00 by which alternative minimum taxable income for the year exceeds the following amounts:

Year:	Joint Returns:		Single Returns:		Separate Returns:
20193	$	1,020,600	$	510,300	$	510,300

This means, for example, in 2019, the $111,700 exemption amount is phased out completely for married individuals filing joint returns when their alternative minimum taxable income reaches $1,446,800 [($111,700 ÷ $0.25) + $1,000,000].

APPLICATION OF AMT WHEN ISO IS EXERCISED

As noted above, when an ISO is exercised, the spread is included in AMTI at the time of exercise.

A special rule applies if you dispose of the Purchased Shares in the same year in which you exercised the ISO. If the amount you realize on the sale is less than the value of the stock at the time of exercise, then the amount includible in AMTI on account of the ISO exercise is limited to the gain realized on the sale.⁴

To the extent that your AMT is attributable to the spread on exercising an ISO (and certain other items), you may be able to apply the AMT that you paid as a credit against your income tax liability in future years. But the rules on calculating the available tax credits were amended frequently in recent years and have become extraordinarily complex. On this issue in particular, you must consult your own tax adviser.

²  Amounts are indexed for inflation in future years.

³  Amounts are indexed for inflation in future years.

⁴  This is similar to the rule that applies under the regular tax system in the event of a disqualifying disposition of ISO stock. The amount of ordinary income that must be recognized in that case generally does not exceed the amount of the gain realized in the disposition.

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When Purchased Shares are sold, your basis for purposes of computing the capital gain or loss under the AMT system is increased by the option spread that exists at the time of exercise. Again, an ISO is treated under the AMT system much like an NSO is treated under the regular tax system. But your basis in the ISO shares for purposes of computing gain or loss under the regular tax system does not reflect any AMT that you pay on the spread at exercise. Therefore, if you pay AMT in the year of the ISO exercise and regular income tax in the year of selling the Purchased Shares, you could pay tax twice on the same gain (except to the extent that you can use the AMT credit described above).

SECTION 409A OF THE INTERNAL REVENUE CODE

The preceding summary assumes that section 409A of the Internal Revenue Code does not apply to your option. In general, your option is exempt from section 409A if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option was granted by the Board of Directors. Since shares of Common Stock are not traded on an established securities market, the determination of their fair market value generally is made by the Board of Directors or by an independent appraisal firm retained by the Company. In either case, there is no guarantee that the Internal Revenue Service will agree with the valuation.

If your option were found to be subject to section 409A, then you would be required to recognize ordinary income as early as the year in which the option (or portion thereof) vests. This amount would also be subject to a 20% federal tax in addition to the federal income tax at your usual marginal rate for ordinary income. Additional state income taxes may apply in some states.

DISCLAIMER UNDER IRS CIRCULAR 230

To ensure compliance with requirements imposed by U.S. tax authorities, we inform you that any U.S. tax advice contained in the foregoing summary is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding United States federal, state or local tax penalties, or (ii) promoting, marketing or recommending to another party any matters addressed herein (including any attachments).

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SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF STOCK OPTION EXERCISE (NON-U.S.)

You must sign this Notice on Page 3 before submitting it to the Company.

OPTIONEE INFORMATION:

Name:	Social Security or Tax Identification Number:
Address:	Employee Number:

OPTION INFORMATION:

Date of Grant: ________________, 20

Exercise Price per Share: $ _______

Total number of shares of Common Stock of Sumo Logic, Inc. (the “Company”) covered by the option: ___________________

EXERCISE INFORMATION:

Number of shares of Common Stock of the Company for which the option is being exercised now: __________________. (These shares are referred to below as the “Purchased Shares.”)

Total Exercise Price for the Purchased Shares: $ ___________

Form of payment enclosed [check all that apply]:

☐ Check for $ ______________, payable to “Sumo Logic, Inc.”

☐ Wire for $ _______________, payable to “Sumo Logic, Inc.”

☐ Certificate(s) for ________________shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]

☐ Attestation Form covering _______________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.]

Name(s) in which the Purchased Shares should be registered [please check one box]:

☐   In my name only
☐   In the names of my spouse and myself	My spouse’s name (if applicable):
☐   In the name of an eligible revocable trust [requires Stock Transfer Agreement]	Full legal name of revocable trust:

The certificate for the Purchased Shares should be sent to the

following address:

REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE OPTIONEE:

1. I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

2. I understand that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required.

3. I acknowledge that the Company is under no obligation to register the Purchased Shares.

4. I am aware of the adoption by the U.S. Securities and Exchange Commission of Rule 144 under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer be available, that the resale occur only after a holding period required by Rule 144 has been satisfied, that the sale occur through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period not exceed specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company is not required to take action to satisfy any conditions applicable to it. I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the U.S. Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act.

5. I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.

6. I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.

7. I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal and the market stand-off (sometimes referred to as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement.

8. I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option Grant and Stock Option Agreement.

9. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time.

10. I agree that the Company does not have a duty to design or administer the 2010 Stock Plan or its other compensation programs in a manner that minimizes my tax liabilities. I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation. In particular, I acknowledge that my options are exempt from section 409A of the U.S. Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option was granted by the Company’s Board of Directors. Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Company’s Board of Directors or by an independent valuation firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

11. I acknowledge and agree to be bound by the terms and provisions of the Company’s Amended Bylaws dated October 23, 2017 (a copy of which will be provided upon request), as such amendment relates to the transfer of stock.

12. I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.

SIGNATURE:   DATE:  

RULES OF THE

SUMO LOGIC, INC. 2010 STOCK PLAN, AS AMENDED

FOR THE GRANT OF OPTIONS TO OPTIONEES IN FRANCE

1. Introduction.

The Board of Directors (the “Board”) of Sumo Logic, Inc. (the “Company”) has established the Sumo Logic, Inc. 2010 Stock Plan, as amended (the “U.S. Plan”), for the benefit of certain persons, including employees and officers of the Company and its Subsidiaries (as defined in the U.S. Plan), including its French Subsidiaries of which the Company holds directly or indirectly at least 10% of the share capital (each a “French Entity” and collectively the “French Entities”).

Section 2(b) of the U.S. Plan specifically authorizes the Board or one or more committees of the Board or officer(s) appointed by the Board to administer the U.S. Plan (the “Administrator”) to grant awards to participants who are foreign nationals or employed outside of the United States with such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in the U.S. Plan and to qualify the awards for preferred tax treatment under foreign tax law. The Administrator has determined that it is necessary and appropriate to establish terms and conditions for stock options which deviate from the terms and conditions set forth in the U.S. Plan for the purpose of permitting stock options granted to employees of a French Entity to qualify for the special tax and social security treatment available for such grants in France. The Administrator, therefore, intends to establish rules under the U.S. Plan for the purpose of granting stock options which qualify for the special tax and social security treatment in France applicable to stock options granted under Sections L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended (“French-qualified Options”), to qualifying persons who are resident in France for French tax purposes and/or subject to the French social security regime (the “French Optionees”).

The terms of the U.S. Plan, as set out in Appendix 1 hereto, shall, subject to the modifications in the following rules, constitute the Rules of the Sumo Logic, Inc. 2010 Stock Plan, for the Grant of Options to Optionees in France (the “French Sub-Plan”).

Under the French Sub-Plan, qualifying employees will be granted French-qualified Options only as defined in Section 2 hereunder.

2. Definitions.

Capitalized terms used but not defined in this French Sub-Plan shall have the meanings ascribed to such terms in the U.S. Plan. The terms set forth below shall have the following meanings:

(a) The term “Closed Period” shall mean a closed period as set forth in Section L. 225- 177 of the French Commercial Code, as amended, which includes and applies to companies whose shares are listed on a regulated market:

(i) the 20-trading day period following the issuance of a dividend (i.e., the ex-dividend date) or a general right to subscribe to shares (i.e., a rights offering);

(ii) the 10-trading day period before and after the disclosure to the public of the consolidated financial statements or the annual statements of the Company; and

(iii) the period as from the date the corporate management of the Company becomes aware of information that could, if it were disclosed to the public, have a material effect on the trading price of its Common Stock, until 10 trading days after the day such information is disclosed to the public.

If, after adoption of the French Sub-Plan, the French Commercial Code is amended to modify the definition and/or applicability of the Closed Periods to French-qualified Options, such amendments shall become applicable to any French-qualified Options granted under this French Sub-Plan to the extent required under French law.

(b) The term “Exercise Price” shall mean the price to acquire a Share pursuant to the exercise of a French-qualified Option.

(c) The term “Date of Grant” shall mean the date on which the Administrator both:

(i) designates the French Optionee; and

(ii) specifies the terms and conditions of the French-qualified Option, including the number of Shares, the method for determining the Exercise Price, the vesting conditions and any restrictions on the transferability of the Shares subject to the French-qualified Option.

(d) The term “Option” shall include both:

(i) purchase stock options (rights to acquire Shares repurchased by the Company prior to the date on which the Option becomes exercisable); and

(ii) subscription stock options (rights to subscribe for newly issued Shares).

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3. Eligibility.

(a) Notwithstanding any other term of this French Sub-Plan and of the Plan, French-qualified Options may be granted only to employees or corporate officers of the French Entities who hold less than ten percent (10%) of the share capital of the Company.

(b) Subject to Section 3(c) below, the following persons shall be eligible to receive, at the discretion of the Administrator, French-qualified Options under this French Sub-Plan, provided he or she also satisfies the eligibility conditions of Section 6 of the U.S. Plan:

(i) any French Optionee who, on the Grant Date and to the extent required under French law, is (A) employed under the terms and conditions of an employment contract (“contrat de travail”) by a French Entity, and (B) only after an IPO of the Company (i.e. when the Shares being publicly traded on a regulated exchange market), a managing corporate officer (as described in 3(c) below) of a French Entity, and

(ii) to the extent permissible under French tax and social security laws, including guidelines and specific tax or social security rulings issued by French tax and social security authorities, any individual who is otherwise employed by the Company or a Subsidiary even if the individual is not French tax resident and/or subject to the French social security contribution regime on the Grant Date but who may be considered (as determined by the Administrator in its sole discretion) as a French Optionee for purposes of this French Sub-Plan.

(c) After an IPO of the company, French-qualified Options may not be issued to corporate officers of a French Entity other than the managing corporate officers (i.e., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), unless the corporate officer is employed under the terms of an employment contract (“contrat de travail”) by a French Entity, as defined by French law and in accordance with applicable French rules.

4. Grant of Option.

After an IPO of the company, French-qualified Options may not be granted during a Closed Period to the extent such Closed Periods are applicable to French-qualified Options granted by the Company.

5. Modifications to Terms and Conditions of Option.

Notwithstanding any provision in the U.S. Plan, the terms and conditions of the French-qualified Options (Exercise Price, number of underlying Shares and vesting conditions) may not be modified after the Grant Date, except as provided under the French Sub-Plan, or as otherwise in keeping with French law applicable to French-qualified Options. Any other modification permitted under the U.S. Plan may result in the Options no longer qualifying as French-qualified Options.

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6. Exercise Price of Option.

(a) The method for determining the Exercise Price shall be fixed by the Administrator on the Grant Date. The Exercise Price shall be stated in the Stock Option Agreement or other grant materials distributed to Optionees.

• Prior to the Shares being publicly traded on a recognized exchange market as defined and/or assimilated under French law, the Exercise Price shall be no less than the fair market value of the Shares on the Grant Date.

• After the Shares become publicly traded on a recognized exchange market as defined and/or assimilated under French law, in no event shall the Exercise Price be less than the greatest of:

(i) with respect to purchase stock options: the higher of either 80% of the average of the price of the Shares during the 20 trading days immediately preceding the Grant Date or 80% of the average of the purchase price paid for such Shares by the Company;

(ii) with respect to subscription stock options: 80% of the average of the price of the Shares during the 20 trading days immediately preceding the Grant Date; or

(iii) 100% of the Fair Market Value per Share, as determined on the Grant Date.

(b) Upon exercise of an Option, payment of the full Exercise Price and any required withholding tax or social security contributions shall be paid by any of the methods set forth in the Stock Option Agreement, except that the Exercise Price may not be paid by delivery, surrender or attestation to the ownership of previously owned Shares and by a loan of the Company or a Subsidiary.

7. Exercise of Option / Transfer of Shares

(a) The French-qualified Option shall vest and be exercisable pursuant to the terms and conditions set forth in the U.S. Plan, the French Sub-Plan, the Stock Option Agreement and the Notice of Stock Option Grant delivered to each French Optionee.

To obtain the special tax and social security treatment applicable to French-qualified Options, the Administrator may, in its discretion, restrict the vesting and/or exercisability of the Option and/or the sale of Shares until the expiration of any applicable holding period, and set forth such restriction in the Stock Option Agreement to be delivered to each French Optionee. In any case, the restriction on the sale of Shares may not exceed three (3) years from the date of the effective exercise of the French-qualified Option.

(b) Unless otherwise required or permitted under French law applicable to French- qualified Options, in the event a French Optionee dies while he or she is actively employed by the Company or any Subsidiary, his or her French-qualified Options may thereafter be exercised in full (whether such Options were vested or unvested at the time of death) by his or her heirs only during the six (6)-month period following death. In such a case, the heirs are not subject to any restriction on the transfer of Shares, if any, as set forth in Section 7(a) above.

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(c) Unless otherwise required or permitted under French law applicable to French-qualified Options, in the event a French Optionee dies following termination of Continuous Service Status, his or her outstanding vested French-qualified Options may be exercised by his or her heirs only during the six (6)-month period following death. In such a case, the heirs are not subject to any restriction on the transfer of Shares, if any, as set forth in Section 7(a) above.

The six (6)-month exercise period described in Sections 7(b) and (c) above will apply without regard to the term of the French-qualified Option. Any French-qualified Option which remains unexercised shall expire six (6) months following the date of the French Optionee’s death.

(d) The Shares acquired upon exercise of the French-qualified Option shall be recorded in an account in the name of the French Optionee with a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable law and holding periods.

(e) To the extent applicable to French-qualified Options granted by the Company, a specific holding period for the Shares underlying the Option or a restriction on exercise of the French-qualified Option may be imposed upon any French Optionee who qualifies as a managing corporate officer of the Company as defined under French law (comparable functions to the French “mandataires sociaux,” i.e., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions).

8. Non-Transferability of French-qualified Options

Notwithstanding anything to the contrary in Section 12(a) of the U.S. Plan, French Qualified Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by French laws of descent or distribution and may be exercised, during the lifetime of the French Optionee, only by the French Optionee or, during the period the Optionee is under a legal disability, by the Optionee’s guardian or legal representative.

9. Adjustments Upon Changes in Capital Structure and Corporate Transaction.

Adjustments to the French-qualified Options and/or the underlying Shares shall be made to preclude the dilution or enlargement of benefits under the French-qualified Options in the event of certain corporate transactions by the Company as set forth in Section L. 225-181 of the French Commercial Code, as amended, and in case of a repurchase of Shares by the Company at a price higher than the stock trading price on the open market, or any other corporate transactions according to the provisions of Section L. 228-99 of the French Commercial Code, as amended, as well as according to specific decrees and any other French regulations or guidelines that may apply in the event of such transaction.

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In the event of a change in capital structure or Corporate Transactions and Other Events as set forth in Section 9 of the U.S. Plan, adjustments to the terms and conditions of the French- qualified Options and/or the underlying Shares may be made only in accordance with the U.S. Plan and pursuant to applicable French legal and tax rules.

Nevertheless, the Administrator may, in its sole discretion, determine to make adjustments in the case of a transaction for which adjustments are not expressly authorized under French law, in which case the Options may no longer qualify as French-qualified Options.

Assumption or substitution of Options in the case of a Corporate Transaction, as well as an acceleration of the vesting and exercisability of the French-qualified Options or any other mechanism implemented upon such Corporate Transaction, or in any other event, may result in the Options no longer being eligible for the special French tax and social security regime.

10. Disqualification of the Option.

If the Options or underlying Shares are modified or adjusted in a manner in keeping with the terms of the U.S. Plan or as mandated as a matter of law or by decision of the Company’s stockholders or the Board or the Administrator, and the modification or adjustment is contrary to the terms and conditions of this French Sub-Plan, the Options may no longer qualify for special tax and social security treatment in France. If the Option no longer qualifies for special tax and social security treatment in France, the French Optionees must pay the French Optionees’ portion of social security contributions and any other taxes resulting from the Option’s exercise.

If the Options no longer qualify as French-qualified Options, the Administrator may, provided it is authorized to do so under the U.S. Plan, and in its sole discretion, determine to lift, shorten or terminate certain restrictions applicable to the Options or to the sale of the Shares underlying the Options, which may have been imposed under this French Sub-Plan or in the Stock Option Agreement.

11. Interpretation.

It is intended that Options granted under the French Sub-Plan shall qualify for the special tax and social security treatment applicable to stock options granted under Sections L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security law and the French tax and social security administration, but no undertaking is made by the Company to maintain such status.

The terms of the French Sub-Plan shall be interpreted in accordance with the relevant provisions set forth by French tax and social security laws and relevant guidelines published by the French tax and social security administrations and subject to the fulfillment of any applicable legal, tax and reporting obligations.

In the event of any conflict between the provisions of the French Sub-Plan and the U.S. Plan, the provisions of this French Sub-Plan shall control for any grants of Options made thereunder to French Optionees.

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12. Employment Rights.

The adoption of this French Sub-Plan shall not confer upon the French Optionees or any employees of a French Entity, any employment rights and shall not be construed as a part of any employment contracts that a French Entity has with its employees.

13. Non-Transferability.

Notwithstanding any provision in the U.S. Plan to the contrary and, except in the case of death and in accordance with applicable laws, the French-qualified Options shall not be transferred to any third party. In addition, the French-qualified Options are only exercisable by the French Optionee during the lifetime of the French Optionee.

14. Stockholder Authorization.

The holders of Common Stock of the Company have approved the Plan in accordance with applicable U.S. laws, but for purposes of granting French qualified options under the French Option grants, such approval must be renewed at least every seventy-six (76) months, until there is an IPO.

15. Amendments.

Subject to the terms of the U.S. Plan, the Board or Administrator reserves the right to amend or terminate the French Sub-Plan at any time in accordance with applicable French law.

16. Effective Date.

The French Sub-Plan is effective as of January 31, 2020.

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Appendix 1

U.S. Plan

RULES OF THE

SUMO LOGIC, INC. 2010 STOCK PLAN, AS AMENDED

FOR RSU AWARDS GRANTED TO EMPLOYEES IN FRANCE

1. INTRODUCTION.

(a) The Board of Directors (the “Board”) of Sumo Logic, Inc. (the “Company”) has established the Sumo Logic, Inc. 2010 Stock Plan, as amended (the “U.S. Plan”), for the benefit of certain employees of the Company and its Affiliates, including its French Affiliate(s) of which the Company holds directly or indirectly at least 10% of the capital, or of the French branch of the non-French Affiliate of which the Company holds directly or indirectly at least 10% of the share capital (the “French Entities”).

(b) Section 2(b) of the U.S. Plan authorizes the Board to establish sub-plans to the extent the Board determines necessary or advisable. This sub-plan is established for the purpose of granting RSU Awards which are intended to qualify for specific local tax and social security treatment in France applicable to shares granted for no consideration under Sections L. 225-197- 1 to L. 225-197-6 of the French Commercial Code (as amended) to qualifying employees who are resident in France for French tax purposes and/or subject to the French social security regime (the “French Participants”) as of the date of the RSU Award grant. The terms of the U.S. Plan, as set out in Appendix 1 hereto, shall, subject to the modifications in the following rules, constitute the Rules of the Sumo Logic, Inc. 2010 Stock Plan for RSU Awards Granted to Employees in France (the “French RSU Sub-Plan”).

(c) Under the French RSU Sub-Plan, the French Participants will be granted only Awards as defined in Section 2(a) hereunder. In addition, in no case will grants under the French RSU Sub-Plan include any other substitute awards or other similar awards.

2. DEFINITIONS.

Capitalized terms not otherwise defined herein used in the French RSU Sub-Plan shall have the same meanings as set forth in the U.S. Plan. The terms set out below will have the following meanings:

(a) RSU Awards.

The term “RSU Awards” shall mean a promise by the Company to a future issuance of shares of the Company’s Class A Common Stock (“Shares”), granted to the French Participants, for no consideration and for which any dividend and voting rights attach only upon the issuance of Shares on the Vesting Date(s) of the RSU Awards, provided the French Participants remain employed by the Company or a French Entity as of the Vesting Date, except in case of death, to the extent applicable under French law. RSU awards under the French RSU Sub-Plan may not be settled in cash.

(b) Grant Date.

The term “Grant Date” shall be the date on which the Board both (1) designates the French Participants and (2) specifies the terms and conditions of the RSU Awards, including the number of Shares, the vesting conditions and the conditions of the transferability of the Shares.

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(c) Vesting Date.

The term “Vesting Date” shall mean the relevant date on which the RSU Awards become vested, as specified by the Board, and shall not occur prior to the second anniversary of the Grant Date, or such other period as is required by the vesting period applicable to French-qualified RSU Awards under Section L. 225-197-1 of the French Commercial Code, the French Tax Code, or the French Social Security Code, as amended, and provided any additional conditions for the vesting that may be provided for in the applicable RSU Award Agreement are satisfied. In principle, on such Vesting Date, the Shares will be issued or delivered to the French Participant.

(d) Closed Period.

The term “Closed Period” which applies to companies whose shares are listed on a regulated exchange market, will, in relation to French-Qualified RSUs, mean the specific periods set forth in Section L. 225-197-1 of the French Commercial Code, as amended from time to time, currently as follows:

(i) Thirty calendar days before the announcement of an intermediate financial report or end-of-year report that the Company is required to make public; or

(ii) For members of the Board of Directors (conseil d’administration) or Supervisory Board (conseil de surveillance), members of the Executive Board (directoire) or acting as Chief Executive Officer (directeur général) or Deputy Chief Executive Officer (directeur général délégué) or employees having knowledge of confidential information within the meaning of Article 7 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) which has not been made public, the underlying Shares cannot be sold or transferred until such confidential information has been made public.

If the French Commercial Code is amended after adoption of this French RSU Sub-Plan to modify the definition and/or applicability of the Closed Periods to French-qualified RSU Awards, such amendments shall become applicable to any RSU Awards granted under this French RSU Sub-Plan, to the extent required under French law.

(e) Disability

The term “Disability” shall mean “disability” as determined in categories two (2) or three (3) of Section L. 341-4 of the French Social Security Code, as amended, and subject to fulfillment of related conditions.

3. ELIGIBILITY.

(a) Notwithstanding any other term of this French RSU Sub-Plan, RSU Awards may be granted only to employees of the French Entities who hold less than ten percent (10%) of the outstanding Shares of the Company and who otherwise satisfy the eligibility conditions of Section 7 of the U.S. Plan.

(b) Subject to Section 3(c) below, any French Participant who, on the Grant Date of the RSU Awards, and to the extent required under French law, is employed under the terms and conditions of an employment contract (“contrat de travail”) by a French Entity or who is a corporate officer of a French Entity shall be eligible to receive, at the discretion of the Board, RSU Awards under this French RSU Sub-Plan, provided he or she also satisfies the eligibility conditions of the U.S. Plan.

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(c) RSU Awards may not be issued to corporate officers of French Entities, other than the managing corporate officers (e.g., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions) unless the managing corporate officer is an employee of a French Entity, as defined by French law, is effectively executing this employee’s activity and is being granted RSU Awards in such capacity. The Board may grant RSU Awards to managing corporate officers subject to certain limits required under French law.

(d) To the extent permissible under French tax and social security laws, including guidelines and specific tax or social security rulings issued by French tax and social security authorities, any individual who is employed by the Company or one of its French Entities shall be eligible to receive RSU Awards under the French RSU Sub-Plan (provided that he or she also satisfies the eligibility conditions of Section 7 of the U.S. Plan) even if the individual is not a French tax resident and/or subject to the French social security regime at the Grant Date and such an individual shall be considered, to the extent applicable (as determined by the Board in its sole discretion), a French Participant for purposes of this French RSU Sub-Plan.

4. CONDITIONS OF THE RSU AWARDS.

(a) Grant of RSU Awards.

The maximum number of RSU Awards granted to the French Participants cannot exceed 10% of the share capital of the Company as of the Grant Date. Notwithstanding the provisions of the Plan, the RSU Awards cannot be granted in lieu of compensation at the election of the French Participant.

(b) Vesting of RSU Awards.

The RSU Awards will vest on the Vesting Date as defined under Section 2 above. Notwithstanding the provisions of the Plan, the RSU Awards can only be settled in Shares. However, notwithstanding the above, in the event of the death of a French Participant, all of his or her outstanding RSU Awards shall vest and the Shares underlying the RSU Awards shall be issued as set forth in Section 7 of the French RSU Sub-Plan.

(c) Sale or Transfer of Shares.

The sale or transfer of the Shares issued pursuant to the RSU Awards held by the French Participants must not occur prior to the relevant anniversary of the Grant Date specified by the Board and in no case prior to the second anniversary of the Grant Date or such other period as is required to comply with the minimum mandatory holding period applicable to Shares underlying French-qualified Awards under Section L. 225-197-1 of the French Commercial Code, the French Tax Code or the French Commercial Code, as amended, except in the case of death or Disability, to the extent applicable under French law.

In addition, the underlying Shares cannot be sold during certain Closed Periods as provided for by Section L. 225-197-1 of the French Commercial Code, as amended, and defined above under Section 2(d) of this French RSU Sub-Plan so long as those Closed Periods are applicable to Shares underlying French-qualified Awards. These restrictions apply even if the French Participant is no longer an employee or a corporate officer of the French Entity, or any entity of the group.

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The Board shall either determine that Shares issued pursuant to vesting of the RSU Awards held by managing corporate officers of the Company under French law (“mandataires sociaux”, as set forth in Paragraph 3(c) above) may not be sold or transferred until the termination of such managing corporate officer’s service or, shall establish the number or percentage of such Shares which such managing corporate officers shall retain until the termination of their managing corporate officer service.

(d) French Participant’s Account.

The Shares acquired upon vesting of the RSU Awards will be recorded in an account in the name of the French Participant with a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable law.

5. NON-TRANSFERABILITY OF RSU AWARDS.

Except in the case of death of the French Participant, RSU Awards cannot be transferred or surrendered to any third party of any type. In addition, the RSU Awards may vest only for the benefit of the French Participant during the lifetime of the French Participant.

6. ADJUSTMENTS.

Adjustment to the conditions of the RSU Awards or underlying Shares can only be made in accordance with Section 9 of the U.S. Plan and pursuant to applicable French legal and tax rules. Nevertheless, the Board may determine to make adjustments in the case of a transaction for which adjustments are not authorized under French law, in which case the RSU Awards may no longer qualify for French specific local tax and social security treatment.

In case of an acceleration of vesting or holding periods or in case of the implementation of any other mechanism upon a corporate Corporate transaction to compensate the French Participants, the RSU Awards may no longer qualify for French specific local tax and social security treatment. In this case, the Board may decide at its discretion to lift the restriction on sale or transfer of the Shares.

7. DEATH AND DISABILITY.

In the event of the death of a French Participant, the RSU Awards held by the French Participant at the time of death become transferable to the French Participant’s heirs. The Company shall issue the underlying Shares to the French Participant’s heirs, at their request, if such request occurs within six months following the death. If the French Participant’s heirs do not request the issuance of the Shares underlying the RSU Awards within six months following the French Participant’s death, the RSU Awards will be forfeited.

If a French Participant’s service to the Company or any Affiliate terminates by reason of his or her death or Disability, the French Participant or the French Participant’s heirs, as applicable, shall not be subject to the restriction on the sale or transfer of the Shares set forth in Section 4(c) above.

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8. INTERPRETATION.

It is intended that RSU Awards granted under the French RSU Sub-Plan shall qualify for the French specific tax and social security treatment applicable to RSU Awards granted under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws. The terms of the French RSU Sub-Plan shall be interpreted accordingly and in accordance with the relevant guidelines published by French tax and social security administrations and subject to the fulfilment of certain legal, tax and reporting obligations.

In the event of any conflict between the provisions of the French RSU Sub-Plan and the U.S. Plan or any other contractual document in relation to the U.S. Plan and/or the French RSU Sub-Plan entered into with a French Participant, the provisions of the French RSU Sub-Plan shall prevail.

9. EMPLOYMENT RIGHTS.

The adoption of this French RSU Sub-Plan shall not confer upon the French Participants any employment rights and shall not be construed as part of any employment contract that a French Entity has with its employees.

10. STOCKHOLDER AUTHORIZATION.

The holders of Common Stock of the Company have approved the Plan in accordance with applicable U.S. laws, but for purposes of granting French-qualified RSU under the French RSU grants, such approval must be renewed at least every seventy-six (76) months.

11. AMENDMENTS.

Subject to the terms of the U.S. Plan, the Board reserves the right to amend or terminate the French RSU Sub-Plan at any time. Such amendments would only apply to future grants and would not be retroactive.

12. EFFECTIVE DATE.

This French RSU Sub-Plan is effective as of January 31, 2020.

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APPENDIX 1

U.S. Plan

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Neither this document, nor any stock option agreement connected with it, is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the UK Sub- Plan to the Sumo Logic, Inc 2010 Stock Plan (the “Sub-Plan”). The Sub-Plan is exclusively available to bona fide employees and former employees of Sumo Logic, Inc., Sumologic Limited and any other UK Subsidiary.

UK SUB-PLAN TO THE

SUMO LOGIC, INC.

2010 STOCK PLAN

Additional Terms and Conditions for Participants resident in the UK

1. The purpose of this Sub-Plan is to provide incentives for present and future UK tax resident employees of Sumo Logic, Inc, Sumologic Limited and any other UK Subsidiary through the grant of awards over shares of Common Stock of Sumo Logic, Inc (the “Company”).

2. Capitalized terms are defined in the Company’s 2010 Stock Plan (the “US Plan”), subject to the provisions of this Sub-Plan.

3. References to Incentive Stock Options and Nonstatutory Stock Options shall not apply to Options granted under the Sub-Plan.

4. The Options granted under this Sub-Plan shall be designated as Non-tax favoured Options.

5. This Sub-Plan is governed by the Plan and all its provisions shall be identical to those of the Plan SAVE THAT (i) “Sub-Plan” shall be substituted for “Plan” where applicable and (ii) the following provisions shall be as stated in this Sub-Plan in order to accommodate the specific requirements of the laws of England and Wales:

6. SECTION 1. ESTABLISHMENT AND PURPOSE.

The last sentence shall be deleted and replaced with the following wording:

“Options granted under the Plan shall be Non-tax Favoured Options.”

7. SECTION 3. ELIGIBILITY.

This section shall be deleted in its entirety and replaced with the following wording:

“General Rule. Employees shall be eligible for the grant of Awards under the Plan.”

8. SECTION 4. STOCK SUBJECT TO PLAN.

The word “Plan” shall be deleted and replaced with “US Plan (together with the Plan)” where it appears in this section.

(a) Basic Limitation.

The second sentence shall be deleted from this subsection.

9. SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

The following footnote shall be inserted at the end of the section heading:

“Specific UK securities laws advice must be taken where Restricted Stock is acquired other than on exercise of an Option.”

10. SECTION 6. TERMS AND CONDITIONS OF OPTIONS

(b) Number of Shares.

The final sentence shall be deleted from this subsection.

(c) Exercise Price

The words “and in the case of an ISO a higher percentage may be required by Section 3(b)” and the words “(whether or not the Option is an ISO)” shall be deleted from this subsection.

(d) Exercisability

The second sentence shall be deleted and replaced with the following wording:

“No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement and the Section 431 Election to the Company or (ii) otherwise agrees to be bound by the terms of the Stock Option Agreement and delivers signed copies of the Section 431 Election to the Company.”

(e) Basic Term.

The words “and in the case of an ISO, a shorter term may be required by Section 3(b)” shall be deleted from this subsection.

(f) Termination of Service (Except by Death).

The words “executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance” shall be deleted from this subsection and replaced with the words “Optionee’s Personal Representative”.

(g) Death of Recipient

The words “executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance” shall be deleted from this subsection and replaced with the words “Optionee’s Personal Representative”.

(i) No Rights as a Stockholder.

The words “transferee of an Optionee” shall be deleted from this subsection and replaced with “an Optionee’s Personal Representative”.

After the Exercise Price the following words shall be added “and satisfies all applicable Award Tax Liability and Secondary NIC Liability”.

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11. SECTION 8. PAYMENT FOR SHARES.

Subsections (b), (c), (d) and (e) shall be deleted in their entirety.

(b) Exercise/Sale

The words “and Award Tax Liability and Secondary NIC Liability” shall be inserted after the words “Exercise Price” and the words “and any withholding taxes” shall be deleted in this subsection.

(d) Other Forms of Payment

The words “the Delaware General Corporation Law, as amended” shall be deleted and replaced with the words “any applicable laws”.

12. SECTION 11. TAX WITHHOLDING.

Subsection (b) shall be removed in its entirety and replaced with the following wording:

“(b) In the event that the Company or any Subsidiary determines that it is required to account to HM Revenue & Customs for any Award Tax Liability or Secondary NIC Liability (under the Award Agreement) arising from the grant, exercise, assignment, release, vesting, cancellation or any other disposal of an Award or arising out of the acquisition, retention and disposal of the Shares acquired pursuant to an Award, the Participant, as a condition to the issue of Shares in connection with an Award or the exercise of an Option, shall make such arrangements satisfactory to the Company to enable it or any Subsidiary to satisfy any requirement to account for any Award Tax Liability (and, if applicable, any Secondary NIC Liability) that may arise in connection with the Award pursuant to it including, but not limited to, arrangements satisfactory to the Company for withholding Shares that would otherwise be issued to the Participant.”

13. SECTION 12. LIMITED TRANSFERABILITY OF AWARDS.

The first three sentences shall be deleted and replaced with the following wording:

“(a) Restrictions on the Transfer of Award. Unless determined otherwise by the Board of Directors, an Award shall be transferable by the Participant only on the Participant’s death to the Participant’s Personal Representative.”

14. SECTION 13. MISCELLANEOUS PROVISIONS.

(c) No Retention Rights.

The words “with or without cause” shall be deleted from this subsection.

(g) Governing Law.

The sentence “The Section 431 Election shall be governed by the laws of England and Wales.” shall be inserted at the end of this subsection.

15. SECTION 10. DURATION AND AMENDMENTS.

(a) Term of the Plan. This subsection shall be deleted and replaced by the following words: “The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors. The Plan shall terminate on termination of the US Plan. The Plan may be terminated on any earlier date pursuant to Subsection (b) below”.

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(b) Right to Amend or Terminate the Plan.

This subsection shall be deleted and replaced with the following words: “The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason.

16. SECTION 15. DEFINITIONS.

In this section, the following definitions shall be deleted:

“Consultant”, “Family Member”, “ISO”, “NSO” and “Outside Director”.

The following definitions shall be amended as set out below:

“Option” means an option granted under the Plan which is a Non-tax Favoured Option.

“Plan” means this UK Sub-Plan to the Sumo Logic, Inc. 2010 Stock Plan.

“Service” means service as an Employee.

The following definitions shall be added:

“Award Tax Liability” means any liability or obligation of the Company and/or any subsidiary to account (or pay) for income tax (under the UK withholding system of PAYE (pay as you earn)) or any other taxation provisions and primary class 1 National Insurance Contributions in the United Kingdom to the extent arising from the grant, exercise, assignment, release, vesting, cancellation or any other disposal of an Award or arising out of the acquisition, retention and disposal of the Shares acquired under this Plan.

“Data” means certain personal information about the Optionee, including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any stock, units or directorships held in the Company or any Subsidiary, details of all options or other entitlement to shares awarded, cancelled, exercised, vested, unvested, or outstanding in the Optionee’s favour.

“Data Recipients” means third parties assisting the Company in the implementation, administration, and management of the Plan.

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

“Non-tax Favoured Option” means an option over shares in the Company that is neither an HM Revenue & Customs approved company share option (under Schedule 4 ITEPA) nor an enterprise management incentive (EMI) option which meets the requirements of Schedule 5 ITEPA.

“Personal Representative” means the personal representative(s) of an Optionee (being either the executors of his will or if he dies intestate the duly appointed administrator(s) of his estate) who have provided to the Board evidence of their appointment as such. “Secondary Contributor” means a person or company who has a liability to account (or pay) the Secondary NIC Liability to HM Revenue & Customs.

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“Secondary Contributor” means a person or company who has a liability to account (or pay) the Secondary NIC Liability to HM Revenue and Customs.

“Secondary NIC Liability” means any liability to employer’s Class 1 National Insurance Contributions to the extent arising from the grant, exercise, release or cancellation of an Option or an Award or arising out of the acquisition, retention and disposal of the Shares acquired pursuant to an Option or an Award.

“Section 431 Election” means an election made under section 431 ITEPA.

“UK Subsidiary” means a Subsidiary of the Company which is incorporated in the UK.

“US Plan” means the Sumo Logic, Inc. 2010 Stock Plan.

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CANADA

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant, in his or her capacity as an Employee, has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and the Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the Termination Date (as defined in the Award Agreement) prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of the Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this 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.

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Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the Termination Date, any Restricted Stock Units that have not vested as of that date shall be immediately forfeited to the Company at no cost to the Company, and the Participant shall receive no compensation for or benefit from such Restricted Stock Units and waives any claim to damages in respect thereof.

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CANADA

THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail unless expressly overridden in this Award Agreement. Capitalized terms used in this Award Agreement and the Notice of Grant but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs. For the avoidance of doubt, no vesting shall occur following the Termination Date, except as expressly required by applicable employment or labour standards legislation.

SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest in the Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) shall be settled in whole Shares. Notwithstanding Section 7(d) of the Plan, or any other similar provision, the Board of Directors does not have the discretion to settle the Restricted Stock Units in cash or a combination of cash and Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the

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meaning of Section 409A on the Termination Date, and (b) the payment of such accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s Termination Date, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s Termination Date, unless the Participant dies following his or her Termination Date, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

For the purpose of this Award Agreement, “Termination Date” means the date that the Participant ceases to actively provide Services to the Company on a permanent basis, for any reason, without regard to any applicable period of notice, payment in lieu of notice, severance pay, or other compensation, benefits and/or entitlements to which the Participant may then be entitled, except as expressly required by applicable employment or labour standards legislation.

Notwithstanding any contrary provision of this Award Agreement, on the Termination Date, any then-unvested Restricted Stock Units awarded by this Award Agreement shall be immediately forfeited at no cost to the Company, and the Participant shall have no further rights in respect of such forfeited Restricted Stock Units and waives any claim to damages in respect thereof.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability

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for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, provincial, and local taxes (including Participant’s Canada Pension Plan contributions) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

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SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE TO THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

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(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

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SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

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SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

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PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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CANADA

EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during

any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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FRANCE

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

THE FOLLOWING TERMS AND CONDITIONS WILL APPLY IN THE CASE OF GRANTS TO FRENCH RESIDENTS AND TO THOSE INDIVIDUALS WHO ARE OTHERWISE SUBJECT TO THE LAWS OF FRANCE

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Sumo Logic, Inc. 2010 Stock Plan, as amended (the “Plan”), the Restricted Stock Unit Agreement (the “Award Agreement”) and the French Sub-Plan to the Restricted Stock Unit Agreement (the “French Sub-Plan”), as follows. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan, this Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the French Sub-Plan, the terms and conditions of the French Sub-Plan shall prevail.

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to fifty percent (50%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the two (2)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date

following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that

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owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

By signing below, the Participant consents to the processing of personal data relating to him or her by the Company for the purposes of implementing, administering and managing the Plan in accordance with the conditions set out in Section 25 of the Award Agreement. Participant understands that he or she can refuse to consent or withdraw consent at any time by contacting ***, but that this may prevent him or her from benefitting from the Plan.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the Sumo Logic, Inc. 2010 Stock Plan, as amended (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Restricted Stock Unit Agreement (the “Award Agreement”), the Notice of Grant, the French Sub-Plan to the Restricted Stock Unit Agreement (the “French Sub-Plan”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan, this Award Agreement and the French Sub-Plan, the terms and conditions of the French Sub-Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such

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accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of

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the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

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(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

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SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. LANGUAGE.

Participant has received the terms and conditions of this Award Agreement and any other related communications, and Participant consents to having received these documents in English. Je reconnais expressément par les présentes, que je comprends et parle parfaitement la langue anglaise, que j’ai eu le temps nécessaire pour entièrement lire et parfaitement comprendre le présent contrat ainsi que l’ensemble des documents et annexes s’y afférant et que j’ai eu l’opportunité de m’en entretenir avec les conseils de mon choix. (I represent that I perfectly speak and understand the English language that I had enough time to review and understand this Award Agreement as all the related documents and appendix and that I had the opportunity to obtain advice from the counsels of my choice). If Participant has received this Award Agreement or any other document related to the Award Agreement translated into a language other than English and if the translated version is different than the English version, the English version will control.

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SECTION 25. PERSONAL DATA AUTHORIZATION.

For the purposes of implementing, administering and managing the Plan, Company shall act as data controller of Participant’s Data (Sumo Logic, Inc. 305 Main Street, Redwood City, USA, represented in the EU by Sumologic Limited, Aviation House, 125 Kingsway, London, WC2B 6HN, ***). The Participant consents to the collection and use of personal data as described in this section. The Participant understands and acknowledges that the Company holds certain personal information regarding the Participant, which the Company has obtained from the Participant’s employer, for the purpose of managing and administering the Plan, including (without limitation) the Participant’s name, home address, telephone number, date of birth, salary, nationality, job title, any Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (the “Data”). The transfer of Participant’s Data from his or her employer to the Company is governed by EU Commission Standard Contractual Clauses (controller to controller), a copy of which can be obtained by contacting ***. Participant’s Data will be held by the Company for the duration of the Plan. After that, Participant’s Data may be archived for such time as necessary and legally permissible in case of a litigation or to comply with Company’s legal obligations. The Participant further understands and acknowledges that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Participant understands and acknowledges that the recipients of Data may be located in the United States or elsewhere. The Company shall take appropriate and suitable safeguards to ensure that the level of protection of Data is not undermined by transfers to recipients located outside the European Economic Area (“EEA”) by executing agreement following the terms of the EU Commission Standard Contractual Clauses (controller to controller or controller to processor, as appropriate). The Participant is informed that he or she can obtain more information about the transfers of his or her Data to recipients located outside the EEA, including a copy of the appropriate safeguards mentioned above by contacting ***. The Participant understands that such recipients will receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering the Participant’s participation in the Plan, including a transfer to any broker or other third party with whom the Participant elects to deposit Shares acquired under the Plan, of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf. The Participant may, at any time, view the Data, require any necessary modifications of Data or withdraw his or her consent to the processing of Data as described herein by contacting the Company in writing at ***. Participant understands that refusing or withdrawing consent may affect his/her ability to participate in the Plan, as the Company would not be able to grant Participant Shares or administer or maintain such Share. However, Participant’s employment status or service and career with his/her employer will not be affected by such withdrawal. In certain circumstances, Participant may also request from the Company erasure of Data, restriction of processing and the right to Data portability, by contacting the Company in writing at ***. Participant has the right to lodge a complaint with a supervisory authority, in particular with the French data protection authority (CNIL).

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SECTION 26. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. The Plan, this Award Agreement (including the exhibits referenced herein), the Notice of Grand and the French Sub-Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan, this Award Agreement and the French Sub-Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement or the French Sub-Plan. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the

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availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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INDIA

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such

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accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service

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Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such

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issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. This Award Agreement may be supplemented with respect to certain countries and jurisdictions as set forth in Exhibit B attached hereto. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of

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the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT B

PROVISIONS APPLICABLE TO SECURITIES ISSUED IN INDIA

This Exhibit includes additional and amended terms applicable to the Sumo Logic, Inc. 2010 Stock Plan Plan (the “Plan”) Restricted Stock Unit Agreement (the “Award Agreement”) by employees within India and the Plan shall be amended for use in India as set out below, notwithstanding any provisions to the contrary in the Plan. Defined terms not otherwise defined in this Exhibit shall have the meanings set forth in the Award Agreement or the Plan.

1. ATTENTION. The contents of the Plan have not been reviewed by any regulatory authority in India, including the Securities and Exchange Board or the Reserve Bank of India. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

No action has been taken in India to permit the distribution of the Plan. The Plan may only be distributed to eligible employees of Sumologic Technologies Private Limited.

The Plan is distributed on a confidential basis. No right to participate in the offering will be granted to any person other than the person to whom this document has been sent. No person in India other than the person to whom this document is addressed may treat the Plan or the Agreement as an invitation to participate in the Plan.

2. Data Protection. All Participants agree, as a condition of their participation in the Plan, that any personal data in relation to them may be held by the Company or their employer and passed on to an administrator of the Plan for all purposes relating to the operation and administration of the Plan, including outside of India.

3. No Right of Employment. The granting of an award or participation under the Plan shall not impose any obligation on the Company or employer of a Participant to continue the employment of such Participant and shall not affect the Company’s or the employer’s right to terminate the employment of such Participant. The vesting of an award under the Plan ceases upon termination of employment. The Plan and any awards granted under it are discretionary.

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JAPAN

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such

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accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service

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Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such

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issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. This Award Agreement may be supplemented with respect to certain countries and jurisdictions as set forth in Exhibit B attached hereto. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of

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the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT B

PROVISIONS APPLICABLE TO SECURITIES ISSUED IN JAPAN

This Exhibit includes additional and amended terms applicable to the Sumo Logic, Inc. 2010 Stock Plan Plan (the “Plan”) Restricted Stock Unit Agreement (the “Award Agreement”) by employees within Japan and the Plan shall be amended for use in Japan as set out below, notwithstanding any provisions to the contrary in the Plan. Defined terms not otherwise defined in this Exhibit shall have the meanings set forth in the Award Agreement or the Plan.

1. ATTENTION. The contents of the Plan have not been reviewed by any regulatory authority in Japan, including the Financial Services Agency. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

No action has been taken in Japan to permit the distribution of the Plan. The Plan may only be distributed to eligible employees of Sumo Logic Japan KK.

The Plan is distributed on a confidential basis. No right to participate in the offering will be granted to any person other than the person to whom this document has been sent. No person in Japan other than the person to whom this document is addressed may treat the Plan or the Agreement as an invitation to participate in the Plan.

2. Data Protection. All Participants agree, as a condition of their participation in the Plan, that any personal data in relation to them may be held by the Company or their employer and passed on to an administrator of the Plan for all purposes relating to the operation and administration of the Plan, including outside of Japan.

3. No Right of Employment. The granting of an award or participation under the Plan shall not impose any obligation on the Company or employer of a Participant to continue the employment of such Participant and shall not affect the Company’s or the employer’s right to terminate the employment of such Participant. The vesting of an award under the Plan ceases upon termination of employment. The Plan and any awards granted under it are discretionary.

4. Language. By signing the Award Agreement the Participant confirms that he/she is fluent in English and fully understands the provisions contained in the Plan and the Award Agreement.

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KOREA

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such

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accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service

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Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such

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issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. This Award Agreement may be supplemented with respect to certain countries and jurisdictions as set forth in Exhibit B attached hereto. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of

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the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT B

PROVISIONS APPLICABLE TO SECURITIES ISSUED IN KOREA

This Exhibit includes additional and amended terms applicable to the Sumo Logic, Inc. 2010 Stock Plan Plan (the “Plan”) Restricted Stock Unit Agreement (the “Award Agreement”) by employees within Korea and the Plan shall be amended for use in Korea as set out below, notwithstanding any provisions to the contrary in the Plan. Defined terms not otherwise defined in this Exhibit shall have the meanings set forth in the Award Agreement or the Plan.

1. ATTENTION. The contents of the Plan have not been reviewed by any regulatory authority in Korea, including the Financial Supervisory Service. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

No action has been taken in Korea to permit the distribution of the Plan. The Plan may only be distributed to eligible employees of Sumo Logic Singapore Private Limited, Korea branch.

The Plan is distributed on a confidential basis. No right to participate in the offering will be granted to any person other than the person to whom this document has been sent. No person in Korea other than the person to whom this document is addressed may treat the Plan or the Agreement as an invitation to participate in the Plan.

2. Data Protection. All Participants agree, as a condition of their participation in the Plan, that any personal data in relation to them may be held by the Company or their employer and passed on to an administrator of the Plan for all purposes relating to the operation and administration of the Plan, including outside of Korea.

3. No Right of Employment. The granting of an award or participation under the Plan shall not impose any obligation on the Company or employer of a Participant to continue the employment of such Participant and shall not affect the Company’s or the employer’s right to terminate the employment of such Participant. The vesting of an award under the Plan ceases upon termination of employment. The Plan and any awards granted under it are discretionary.

4. Language. By signing the Award Agreement the Participant confirms that he/she is fluent in English and fully understands the provisions contained in the Plan and the Award Agreement.

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THE NETHERLANDS

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

THE NETHERLANDS

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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THE NETHERLANDS

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE NETHERLANDS

THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the

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meaning of Section 409A at the time of such termination of Service, and (b) the payment of such accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to

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the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE AND EMPLOYMENT RIGHTS.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE. FURTHER, THE VALUE OF ANY AWARD WILL NOT BE INCLUDED IN THE CALCULATION OF ANY TERMINATION PAYMENTS.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall

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have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

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SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. DATA PRIVACY

For the purposes of implementing, administering and managing the Plan, the Company shall act as data controller of Participant’s Data. The Participant understands and acknowledges that the Company holds certain personal information regarding the Participant, for the purpose of managing and administering the Plan, namely the Participant’s name, home address, telephone number, date of birth, salary, nationality, job title, any Restricted Stock Units or directorships held in the Company or affiliates and details of all options or any other entitlements to Restricted Stock Units awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (the “Data”). The processing of the Participant’s Data by the Company is necessary for the performance of this Award Agreement. Participant’s Data will be held by the Company for the duration of the Plan. After that, Participant’s Data may be archived for seven years in case of a litigation or to comply with Company’s legal obligations. The Participant further understands and acknowledges that the Company and/or its affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan and that the Company and/or any affiliate may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan, including any designated broker. The Participant understands and acknowledges that the recipients of Data may be located outside the European Economic Area (the “EEA”), namely in the United States. The Company shall take appropriate and suitable safeguards to ensure that the level of protection of Data is not undermined by transfers to recipients located outside the EEA by implementing appropriate safeguards such as the EU Commission Standard Contractual Clauses (controller to controller or controller to processor, as appropriate). The Participant understands that such recipients will receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of

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administering the Participant’s participation in the Plan, including a transfer to any broker or other third party with whom the Participant elects to deposit Restricted Stock Units acquired under the Plan, of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf. The Participant may, at any time, obtain confirmation from the Company as to whether Data concerning him or her is processed and, where that is the case, access such Data or require any necessary modifications of Data. In certain circumstances, Participant may also request from the Company erasure of Data, restriction of processing and the right to Data portability. To exercise his rights, Participant can contact the local HR officer. Finally, Participant has the right to lodge a complaint with a supervisory authority, in particular with the Dutch Data Protection Authority.

SECTION 23. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 24. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 25. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

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PARTICIPANT: Signature	SUMO LOGIC, INC. By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of

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THE NETHERLANDS

the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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NEW ZEALAND

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such

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accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service

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Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such

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issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. This Award Agreement may be supplemented with respect to certain countries and jurisdictions as set forth in Exhibit B attached hereto. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of

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the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT B

PROVISIONS APPLICABLE TO SECURITIES ISSUED IN NEW ZEALAND

This Exhibit includes additional and amended terms applicable to the Sumo Logic, Inc. 2010 Stock Plan Plan (the “Plan”) Restricted Stock Unit Agreement (the “Award Agreement”) by employees within New Zealand and the Plan shall be amended for use in New Zealand as set out below, notwithstanding any provisions to the contrary in the Plan. Defined terms not otherwise defined in this Exhibit shall have the meanings set forth in the Award Agreement or the Plan.

1. WARNING: This is an offer of restricted share units. Restricted share units give you a stake in the ownership of Sumo Logic, Inc. If Sumo Logic, Inc. runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference shares have been paid. You may lose some of all of your investment. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You have the right to receive from Sumo Logic, Inc., free of charge, financial statements for the most recent accounting period. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. The trading market for the investment is likely to be limited and you may not be able to sell it.

The contents of the Plan have not been reviewed by any regulatory authority in New Zealand, including the Financial Markets Authority.

No action has been taken in New Zealand to permit the listing of securities or distribution of the Plan. The Plan may only be distributed to eligible employees of Sumo Logic Australia Pty Ltd.

The Plan is distributed on a confidential basis. No right to participate in the offering will be granted to any person other than the person to whom this document has been sent. No person in New Zealand other than the person to whom this document is addressed may treat the Plan or the Agreement as an invitation to participate in the Plan.

2. Data Protection. All Participants agree, as a condition of their participation in the Plan, that any personal data in relation to them may be held by the Company or their employer and passed on to an administrator of the Plan for all purposes relating to the operation and administration of the Plan, including outside of New Zealand.

3. No Right of Employment. The granting of an award or participation under the Plan shall not impose any obligation on the Company or employer of a Participant to continue the employment of such Participant and shall not affect the Company’s or the employer’s right to terminate the employment of such Participant. The vesting of an award under the Plan ceases upon termination of employment. The Plan and any awards granted under it are discretionary.

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POLAND

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN:

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such accelerated Restricted Stock Units shall result in the imposition of additional tax under Section

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409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient)

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taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

Participant acknowledges and accepts that his/her award of Restricted Stock Units, Shares and /or any other financial assets he/she receives do not constitute any part of his/her remuneration under an employment contract or any other contract under which he/she renders Services for the Company, Parent or Subsidiary.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

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(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the

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Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect. Any suit, action, or proceeding arising out of or relating to the Plan or this Agreement shall be brought in the United States District Court for the Northern District of California as its exclusive jurisdiction.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the

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availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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SINGAPORE

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”) and the Plan, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such

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accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service, unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX WITHHOLDING.

Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), or the Parent or Subsidiary to which Participant is providing services (together, the Company, Employer, and/or the Parent or Subsidiary to which Participant is providing services, the “Service Recipient”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (b) Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s (or Service

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Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (c) any other Company (or Service Recipient) taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction.

Pursuant to such procedures as the Board of Directors may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the satisfaction of the Tax Obligations. The Board of Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation) by (a) paying cash; (b) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient; (c) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to the Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (d) by having the Company withhold otherwise deliverable Shares having a fair market value equal to the amount required to be withheld (or such greater amount up to the maximum statutory rate applicable to Participant if permitted by the Board of Directors and provided such greater amount would not result in adverse financial accounting consequences to the Company as determined by the Board of Directors); (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations; or (e) such other means as the Board of Directors deems appropriate. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant shall permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units shall be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due.

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SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such

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issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. This Award Agreement may be supplemented with respect to certain countries and jurisdictions as set forth in Exhibit B attached hereto. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of

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the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT B

PROVISIONS APPLICABLE TO SECURITIES ISSUED IN SINGAPORE

This Exhibit includes additional and amended terms applicable to the Sumo Logic, Inc. 2010 Stock Plan Plan (the “Plan”) Restricted Stock Unit Agreement (the “Award Agreement”) by employees within Singapore and the Plan shall be amended for use in Singapore as set out below, notwithstanding any provisions to the contrary in the Plan. Defined terms not otherwise defined in this Exhibit shall have the meanings set forth in the Award Agreement or the Plan.

1. ATTENTION. The contents of the Plan have not been reviewed by any regulatory authority in Singapore, including the Monetary Authority of Singapore. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

No action has been taken in Singapore to permit the distribution of the Plan. The Plan may only be distributed to eligible employees of Sumo Logic Singapore Private Limited.

The Plan is distributed on a confidential basis. No right to participate in the offering will be granted to any person other than the person to whom this document has been sent. No person in Singapore other than the person to whom this document is addressed may treat the Plan or the Agreement as an invitation to participate in the Plan.

2. Data Protection. All Participants agree, as a condition of their participation in the Plan, that any personal data in relation to them may be held by the Company or their employer and passed on to an administrator of the Plan for all purposes relating to the operation and administration of the Plan, including outside of Singapore.

3. No Right of Employment. The granting of an award or participation under the Plan shall not impose any obligation on the Company or employer of a Participant to continue the employment of such Participant and shall not affect the Company’s or the employer’s right to terminate the employment of such Participant. The vesting of an award under the Plan ceases upon termination of employment. The Plan and any awards granted under it are discretionary.

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UK SUB-PLAN TO THE

SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Name of Participant:

Total Number of Restricted Stock Units:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule:

A Restricted Stock Unit shall vest when both the “Service-Based Requirement” and the “Liquidity Event Requirement” (each, as described below) are satisfied. For the avoidance of doubt, no vesting is able to occur unless Participant remains in continuous Service through a Liquidity Event even if some portion of the Service-Based Requirement has been satisfied on the date Service terminates prior to the occurrence of a Liquidity Event.

The Service-Based Requirement shall be satisfied in accordance with the following schedule:

The Service-Based Requirement shall be satisfied as to twenty-five percent (25%) of the Restricted Stock Units on the first Quarterly Vesting Date that is on or after the one (1)-year anniversary of the Vesting Commencement Date and as to one-sixteenth (1/16^th) of the Restricted Stock Units on each Quarterly Vesting Date thereafter, subject to Participant providing continuous Service through each such date (the “Original Vesting Schedule”); provided, however, that notwithstanding the foregoing, the Restricted Stock Units shall not vest at all until the occurrence of a Liquidity Event (as defined below), at which time the Original Vesting Schedule shall apply.

A “Quarterly Vesting Date” is the first trading day on or after each of March 15, June 15, September 15, and December 15.

The Liquidity Event Requirement shall be satisfied upon the occurrence of a Liquidity Event, subject to Participant providing continuous Service on the date the Liquidity Event occurs. For these purposes, “Liquidity Event” shall mean the earlier of (i) the first Quarterly Vesting Date following the expiration of the Market Stand-Off described in Section 5 of the Award Agreement following any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, or (ii) a Change in Control; provided, however, that a Change in Control in which the consideration received by holders of the Company’s capital stock is not cash or marketable securities registered under the Securities Act, shall not be considered a Liquidity Event for purposes of this Award Agreement.

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A “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by 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 purposes of this subsection (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

On the date Participant ceases to provide continuous Service for any or no reason, any Restricted Stock Units that have not vested as of immediately prior to such date shall be immediately forfeited to the Company at no cost to the Company, and Participant shall receive no compensation for or benefit from such Restricted Stock Units.

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THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

UK SUB-PLAN TO THE

SUMO LOGIC, INC. 2010 STOCK PLAN:

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) under the UK Sub-Plan to the Sumo Logic, Inc. 2010 Stock Plan (the “Plan”) an Award of Restricted Stock Units, subject to all of the terms and conditions of this Award Agreement (the Notice of Grant and this Restricted Stock Unit Agreement, the “Award Agreement”), the Plan and the Section 431 Election, which is incorporated herein by reference. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings set forth in the Plan.

SECTION 2. COMPANY’S OBLIGATION TO PAY.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units shall have vested in the manner set forth in Section 4, Participant shall have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

SECTION 3. PARTICIPANT’S REPRESENTATIONS.

In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

SECTION 4. VESTING SCHEDULE.

Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in accordance with any of the provisions of this Award Agreement unless Participant shall have been continuously providing Service from the Date of Grant until the date such vesting occurs.

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SECTION 5. MARKET-STAND OFF.

In connection with any 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, Participant or any person to whom Participant has directly or indirectly transferred any Shares acquired under the Award Agreement (the “Transferee”) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed one hundred and eighty (180) days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, or (b) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5. This Section 5 shall not apply to Shares registered in the public offering under the Securities Act. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

SECTION 6. PAYMENT AFTER VESTING.

Subject to Section 10, any Restricted Stock Units that vest shall be paid to Participant (or in the event of Participant’s death, to his or her Personal Representative) in whole Shares. Subject to the provisions of the next paragraph, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event shall Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (a) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination of Service, and (b) the payment of such accelerated Restricted Stock Units shall result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units shall not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service,

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unless the Participant dies following his or her termination of Service, in which case, the Restricted Stock Units shall be paid in Shares to the Participant’s Personal Representative as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply.

SECTION 7. FORFEITURE UPON TERMINATION OF SERVICE.

Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to provide Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement shall thereupon be forfeited at no cost to the Company and Participant shall have no further rights thereunder.

SECTION 8. TAX CONSEQUENCES.

Participant has reviewed with his or her own tax advisors the all applicable tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

SECTION 9. DEATH OF PARTICIPANT.

Any distribution or delivery to be made to Participant under this Award Agreement shall, if Participant is then deceased, be made to Participant’s Personal Representative. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

SECTION 10. TAX OBLIGATIONS.

(a) Secondary NIC Liability. As a condition of the vesting of the Restricted Stock Units, the Participant irrevocably agrees to reimburse the Company or any other company or person who is or becomes a Secondary Contributor for any Secondary NIC Liability.

(b) Withholding Taxes. In the event that the Company determines that it or any subsidiary is required to account to HM Revenue & Customs for the Award Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the vesting of these Restricted Stock Units, the Participant, as a condition to the vesting of these Restricted Stock Units, shall make arrangements satisfactory to the Company to enable it or any subsidiary to satisfy all withholding liabilities. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy all withholding liabilities.

(c) Section 431 Election. As a further condition of the vesting of these Restricted Stock Units and delivery of the shares in respect thereof, the Participant shall have signed a Section 431 Election in the form set out in Appendix A or in such other form as may be determined by HM Revenue & Customs from time to time.

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(d) Participant’s Tax Indemnity.

(i) Indemnity. To the extent permitted by law, the Participant hereby agrees to indemnify and keep indemnified the Company, and the Company as trustee for and on behalf of any related corporation, for any Award Tax Liability and Secondary NIC Liability.

(ii) No Obligation to Issue Shares. The Company shall not be obliged to allot and issue any Shares or any interest in Shares pursuant to the delivery of Shares under this award unless and until the Participant has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against the Award Tax Liability and the Secondary NIC Liability, or the Participant has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Award Tax Liability and any Secondary NIC Liability will be recovered from the Participant within such period as the Company may then determine.

(iii) Right of Retention. In the absence of any such other arrangement being made, the Company shall have the right to retain out of the aggregate number of shares to which the Participant would have otherwise been entitled upon the delivery of Shares under this award, such number of Shares as, in the opinion of the Company, will enable the Company to sell as agent for the Participant (at the best price which can reasonably expect to be obtained at the time of the sale) and to pay over to the Company (or the Participant’s Employer, as may directed by the Company) sufficient monies out of the net proceeds of sale, after deduction of all fees, commissions and expenses incurred in relation to such sale, to satisfy the Participant’s liability under such indemnity.

SECTION 11. RIGHTS AS STOCKHOLDER.

Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

SECTION 12. NO GUARANTEE OF CONTINUED SERVICE.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING

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SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP TO PROVIDE SERVICE.

(a) Limitation Rights. The Participant has no right to compensation or damages for any loss in respect of these Restricted Stock Units (or any underlying Shares) where such loss arises (or is claimed to arise), in whole or in part, from the termination of the employment, or notice to terminate employment given by or to the Participant. This exclusion of liability shall apply however termination of employment, or the giving of notice, is caused other than in a case where a competent tribunal or court, from which there can be no appeal (or which the relevant employing company has decided not to appeal), has found that the cessation of the Participant’s employment amounted to unfair or constructive dismissal of the Participant and however compensation or damages may be claimed.

(b) The Participant has no right to compensation or damages for any loss in respect of these Restricted Stock Units where such loss arises (or is claimed to arise), in whole or in part, from any company ceasing to be a Subsidiary of the Company, or the transfer of any business from a Subsidiary of the Company to any person which is not a Subsidiary of the Company. This exclusion of liability shall apply however the change of status of the relevant company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.

SECTION 13. GRANT IS NOT TRANSFERABLE.

Except to the limited extent provided in Section 9, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void.

SECTION 14. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that Participant proposes to sell, pledge, or otherwise transfer to a third party any Shares acquired under this Award Agreement, or any interest in such Shares, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to all (and not less than all) of such Shares. If Participant desires to transfer Shares acquired under this Award Agreement, Participant shall give a written notice of a proposed transfer of Shares (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee, and proof satisfactory to the Company that the proposed sale or transfer shall not violate any applicable federal, state or foreign securities laws. The Transfer Notice shall be signed both by Participant and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.

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(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, Participant may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Participant is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization, or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 14 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 14.

(d) Termination of Right of First Refusal. Any other provision of this Section 14 notwithstanding, in the event that the Stock is readily tradable on an established securities market when Participant desires to transfer Shares, the Company shall have no Right of First Refusal, and Participant shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 14 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession, or (ii) a transfer to one or more members of Participant’s Immediate Family (which shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law, or sister-in-law and shall include adoptive relationships) or to a trust established by Participant for the benefit of Participant and/or one or more members of Participant’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Award Agreement. If Participant transfers any Shares acquired under this Award Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Award Agreement shall apply to the Transferee to the same extent as to Participant.

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(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Award Agreement, the consideration for the Shares to be purchased in accordance with this Section 14, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Award Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Award Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 14.

SECTION 15. RESTRICTED LEGENDS AND STOP-TRANSFER ORDERS.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

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(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

SECTION 16. ADDRESS FOR NOTICES.

Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Company at Sumo Logic, Inc., 305 Main Street, Redwood City, CA 94063, or at such other address as the Company may hereafter designate in writing.

SECTION 17. ELECTRONIC DELIVERY.

The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

SECTION 18. NO WAIVER.

Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

SECTION 19. SUCCESSORS AND ASSIGNS.

The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns (including the Participant’s Personal Representatives). The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

SECTION 20. ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.

If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares shall violate federal securities laws or other applicable laws, the Company shall defer delivery until the

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earliest date at which the Company reasonably anticipates that the delivery of Shares shall no longer cause such violation. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

SECTION 21. DATA PROTECTION

(a) As a condition of the grant of the Restricted Stock Units, the Participant hereby explicitly and unambiguously acknowledges the necessity of the collection, use, processing and transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Restricted Stock Units.

(b) The Participant understands that the Company and its subsidiaries, may hold certain Data for the purpose of managing and administering the Restricted Stock Units.

(c) The Participant acknowledges that Data may be transferred to such Data Recipient as may be selected by the Company in the future (such as a stock plan service provider or broker), provided that the Company ensures that the Data Recipient maintains a level of privacy broadly equivalent to the standard set forth in the Company’s Internal Privacy Policy (if any) and in any event, no less than that required by any relevant applicable legislation. The Participant accepts that Data Recipients may be located in the United States or the European Economic Area or elsewhere and the Data Recipient’s country may have different data privacy laws and protections than the Participant’s country.

(d) The Participant authorizes the Company and any Data Recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Restricted Stock Units, including any requisite transfer of Data to a designated broker or other third party with whom the Participant may elect to deposit any Shares acquired upon delivery of the Shares, as such Data may be required for the administration of the Restricted Stock Units and/or the subsequent holding of Shares on the Participant’s behalf.

(e) The Participant understands Data will be held only as long as necessary to implement, administer and manage the Participant’s participation in the Restricted Stock Units.

(f) The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, without cost to the Participant, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the representations herein on a purely voluntary basis. If the Participant opposes, or later seeks to oppose any processing of the Data, the Participant’s employment status or service and career with the Company will not be affected; the only consequence opposing such processing is that the Company would not be able to grant the Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, the Participant understands that opposing the processing of the Data may affect the Participant’s ability to participate in the Restricted Stock Units or in any future equity awards.

(g) For more information on the consequences of opposing the processing of the Data, the Participant understands that the Participant may contact the Participant’s local human resources representative.

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(h) As a condition of the grant of the Restricted Stock Units, the Participant unambiguously gives his or her consent to the transfer of Data, as described in this Agreement, and although countries outside of the European Union may lack legal provisions that offer an adequate level of protection, similar to the European Directive 95/46/EC, the Participant agrees that Data may be transferred to such countries.

SECTION 21. INTERPRETATION.

The Board of Directors shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Board of Directors in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Board of Directors nor any person acting on behalf of the Board of Directors shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

SECTION 22. MODIFICATIONS TO THE AWARD AGREEMENT.

This Award Agreement and the Section 431 Election constitute the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

SECTION 23. GOVERNING LAW; SEVERABILITY.

This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect. The Section 431 Election is governed by the laws of England and Wales.

SECTION 24. ENTIRE AGREEMENT.

The Plan is incorporated herein by reference. The Plan, the Section 431 Election and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and Section 431 Election and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Plan, the Section 431 Election or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	SUMO LOGIC, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	SUMO LOGIC, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Restricted Stock Unit Award to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement

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may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT B

SECTION 431 ELECTION

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SUMO LOGIC, INC. 2010 STOCK PLAN

NOTICE OF STOCK OPTION GRANT

EMPLOYEE IN FRANCE

THE FOLLOWING TERMS AND CONDITIONS WILL APPLY IN THE CASE OF GRANTS TO FRENCH RESIDENTS AND TO THOSE INDIVIDUALS WHO ARE OTHERWISE SUBJECT TO THE LAWS OF FRANCE

The Optionee has been granted the following option to purchase shares of the Common Stock of Sumo Logic, Inc. (the “Company”):

Name of Optionee:

Total Number of Shares:

Type of Option:

Exercise Price per Share:

Date of Grant:

Vesting Commencement Date:

Vesting Schedule: The Shares shall vest with respect to the first 25% of the Shares subject to this option when the Optionee completes 12 months of continuous Service beginning with the Vesting Commencement Date set forth above, and with respect to an additional 1/48th of the Shares subject to this option when the Optionee completes each month of continuous Service thereafter.

Expiration Date:

This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement (the “Agreement”).

By accepting this option, the Optionee and the Company agree that this option is granted under, and governed by the terms and conditions of, the Sumo Logic, Inc. 2010 Stock Plan, as amended (the “Plan”), the Agreement and the French Sub-Plan to the Stock Option Agreement (the “French Sub-Plan”). These documents can be found in the Stock Option Grant Package, which is incorporated by reference in this Notice of Stock Option Grant (the “Notice of Grant”). Section 16 of the Stock Option Agreement includes important acknowledgements of the Optionee. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan, this Notice of Grant and the French Sub-Plan, the terms and conditions of the French-Sub Plan shall prevail.

By signing below, the Optionee consents to the processing of personal data relating to him or her by the Company for the purposes of implementing, administering and managing the Plan in accordance with the conditions set out in Section 14 of the Agreement. The Optionee understands that he or she can refuse to consent or withdraw consent at any time by contacting emea- privacy@sumologic.com, but that this may prevent him or her from benefitting from the Plan.

###GRANT_AGREEMENT_SIGNATURE3###

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

SUMO LOGIC, INC. 2010 STOCK PLAN

STOCK OPTION AGREEMENT

SECTION 1. GRANT OF OPTION.

(a) Option. On the terms and conditions set forth in the Notice of Stock Option Grant (the “Notice of Grant”), this Stock Option Agreement, including the Country Addendum attached hereto as Exhibit A (jointly with the Stock Option Agreement, this “Agreement”) and the French Sub-Plan to the Stock Option Agreement (the “French Sub-Plan”), the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Grant.

(b) $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.

(c) Stock Plan and Defined Terms. This option is granted pursuant to the Sumo Logic, Inc. 2010 Stock Plan, as amended on October 30, 2019 (the “Plan”), a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 17 of this Agreement. Subject to the terms of the Plan, in the event of a conflict between the terms and conditions of the Plan, this Agreement and the French Sub-Plan, the terms and conditions of the French Sub-Plan shall prevail.

SECTION 2. RIGHT TO EXERCISE.

(a) Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7.

(b) Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.

SECTION 4. EXERCISE PROCEDURES.

(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company pursuant to Section 15(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. In the event of a partial exercise of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Grant.

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause such certificates to be delivered to or upon the order of the person exercising this option.

(c) Responsibility for Taxes. The Optionee acknowledges regardless of any action taken by the Company or, if different, the Optionee’s employer (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 the Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (1) 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 the option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the option to reduce or eliminate the Optionee’s liability for Tax- Related Items or achieve any particular tax result. Further, if the Optionee is subject to Tax- Related Items in more than one jurisdiction, the 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.

(d) Withholding Taxes. In the event that the Company determines that it isrequired to withhold any Tax-Related Items as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

SECTION 5. PAYMENT FOR STOCK OR WITHHOLDING TAXES.

(a) Cash. All or part of the Purchase Price and the Company’s obligation for the withholding of Tax-Related Items may be paid to the Company in cash or cash equivalent.

(b) Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Purchase Price and the Company’s obligation for the withholding of Tax-Related Items may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when this option is exercised.

(c) Exercise/Sale. All or part of the Purchase Price and the Company’s obligation for the withholding of Tax-Related Items may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a cash refund of any over-withheld amount not remitted to tax authorities on the Optionee’s behalf and will have no entitlement to the Share equivalent.

Finally, the Optionee agrees to pay to the Company or the Employer, including through withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/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 the 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 the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

SECTION 6. TERM AND EXPIRATION.

(a) Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Grant and Section 3(b) of the Plan applies).

(b) Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (a) above;

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability; or

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability.

The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option is exercisable for vested Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option was exercisable for vested Shares on or before the date when the Optionee’s Service terminated.

For purposes of this option, the date the Optionee’s Service terminates is the date the Optionee is no longer actively providing services to the Company or one of its subsidiaries (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 the Optionee is employed or providing services or the terms of the Optionee’s employment or service agreement, if any) and, unless otherwise expressly provided in this Agreement or determined by the Company, (i) the Optionee’s right to vest in the option under the Plan, if any, will terminate as of the date the Optionee’s Service terminates and will not be extended by any notice period (e.g., the 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 the Optionee is employed or providing services or the terms of the Optionee’s employment or service agreement, if any), and (ii) the period (if any) during which the Optionee may exercise the option after the Optionee’s Service terminates will commence on the date the Optionee’s Service terminates and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Optionee is employed or providing services or terms of the Optionee’s employment or service agreement, if any. The Company shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of this option.

(c) Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection (a) above; or

(ii) The date 12 months after the Optionee’s death.

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option is exercisable for vested Shares on or before the date of the Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares.

(d) Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Notice of Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.

(e) Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised:

(i) More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(ii) More than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(iii) More than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract.

SECTION 7. RIGHT OF REPURCHASE.

(a) Scope of Repurchase Right. Until they vest in accordance with the Notice of Grant and Subsection (b) below, the Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service, but the Right of Repurchase may be exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the Exercise Price of each Restricted Share being repurchased.

(b) Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting schedule set forth in the Notice of Grant.

(c) Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Optionee upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.

(d) Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 15(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company.

(e) Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.

(f) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor.

(g) Transfer of Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(h) Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 7.

SECTION 8. RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

(d) Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 8.

SECTION 9. LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

(a) It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;

(b) Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and

(c) Any other applicable provision of federal, State or foreign law has been satisfied.

SECTION 10. NO REGISTRATION RIGHTS.

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 11. RESTRICTIONS ON TRANSFER OF SHARES.

(a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State or foreign jurisdiction, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop- transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any State or any foreign jurisdiction, or any other law.

(b) Market Stand-Off. In connection with any 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, the Optionee or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be

requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act.

(c) Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

(d) Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

(e) Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legend:

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

“THE TRANSFER OF SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS REQUIRING APPROVAL OF THE BOARD OF DIRECTORS PURSUANT TO AND IN ACCORDANCE WITH SECTION 6.4 OF THE BYLAWS OF THE COMPANY, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH SECTION 6.4 OF THE BYLAWS OF THE COMPANY.”

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

(f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

(g) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on the Optionee and all other persons.

(h) Further Limits on Transferability. Notwithstanding anything to the contrary, any purported transfer of any Shares effected in violation of Section 6.4 of the bylaws of the Company shall be null and void and shall have no force and effect and the Company shall not register any such purported transfer.

SECTION 12. ADJUSTMENT OF SHARES.

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation, this option shall be subject to the agreement of merger or consolidation, as provided in Section 8(b) of the Plan.

SECTION 13. NATURE OF GRANT.

In accepting the grant, the 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, discretionary, 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 option or other grants, if any, will be at the sole discretion of the Company;

(d) the Optionee is voluntarily participating in the Plan;

(e) the option, the Shares subject to the option and the income and value of same, are not intended to replace any pension rights or compensation;

(f) 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;

(g) 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 the Optionee may provide as a director of a Subsidiary of the Company;

(h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(i) if the underlying Shares do not increase in value, the option will have no value;

(j) if the Optionee exercises the option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;

(k) in addition to paragraphs (a) - (j), the following provisions will also apply if the Optionee is employed or providing Services outside the United States:

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the options resulting from the termination of Optionee’s Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer and any Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Employer, the Company and its subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(ii) the option, the Shares subject to the option and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and

(iii) neither of the Company, its Subsidiaries, nor the Employer shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the option or of any amounts due to the Optionee pursuant to the exercise of the option or the subsequent sale of any Shares acquired upon exercise.

SECTION 14. PERSONAL DATA AUTHORIZATION.

For the purposes of implementing, administering and managing the Plan, the Company shall act as data controller of the Optionee’s Data (Sumo Logic, Inc. 305 Main Street, Redwood City, USA, represented in the EU by Sumologic Limited, Aviation House, 125 Kingsway, London, WC2B 6HN, ***). The Optionee consents to the collection and use of personal data as described in this section. The Optionee understands and acknowledges that the Company holds certain personal information regarding the Optionee, which the Company has obtained from the Optionee’s employer, for the purpose of managing and administering the Plan, including (without limitation) the Optionee’s name, home address, telephone number, date of birth, salary, nationality, job title, any Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (the “Data”). The transfer of the Optionee’s Data from his or her employer to the Company is governed by EU Commission Standard Contractual Clauses (controller to controller), a copy of which can be obtained by contacting ***. The Optionee’s Data will be held by the Company for the duration of the Plan. After that, the Optionee’s Data may be archived for such time as necessary and legally permissible in case of a litigation or to comply with Company’s legal obligations. The Optionee further understands and acknowledges that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Optionee understands and acknowledges that the recipients of Data may be located in the United States or elsewhere. The Company shall take appropriate and suitable safeguards to ensure that the level of protection of Data is not undermined by transfers to recipients located outside the European Economic Area (“EEA”) by executing agreement following the terms of the EU Commission Standard Contractual Clauses (controller to controller or controller to processor, as appropriate). The Optionee is informed that he or she can obtain more information about the transfers of his or her Data to recipients located outside the EEA, including a copy of the appropriate safeguards mentioned above by contacting ***. The Optionee understands that such recipients will receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering the Optionee’s participation in the Plan, including a transfer to any broker or other third party with whom the Optionee elects to deposit Shares acquired under the Plan, of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Optionee’s behalf. The Optionee may, at any time, view the Data, require any necessary modifications of Data or withdraw his or her consent to the processing of Data as described herein by contacting the Company in writing at ***. The Optionee understands that refusing or withdrawing consent may affect his/her ability to participate in the Plan, as the Company would not be able to grant the Optionee Shares or administer or maintain such Share. However, the Optionee’s employment status or service and career with his/her employer will not be affected by such withdrawal. In certain circumstances, the Optionee may also request from the Company erasure of Data, restriction of processing and the right to Data portability, by contacting the Company in writing at ***. The Optionee has the right to lodge a complaint with a supervisory authority, in particular with the French data protection authority (CNIL).

SECTION 15. MISCELLANEOUS PROVISIONS.

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

(b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c) Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).

(d) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(e) Entire Agreement. The Notice of Grant, this Agreement, including the Country Addendum attached hereto as Exhibit A, the French Sub-Plan and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(f) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

(g) Language. The Optionee has received the terms and conditions of this Agreement and any other related communications, and the Optionee consents to having received these documents in English. Je reconnais expressément par les présentes, que je comprends et parle parfaitement la langue anglaise, que j’ai eu le temps nécessaire pour entièrement lire et parfaitement comprendre le présent contrat ainsi que l’ensemble des documents et annexes s’y afférant et que j’ai eu l’opportunité de m’en entretenir avec les conseils de mon choix. (I represent that I perfectly speak and understand the English language that I had enough time to review and understand this Agreement as all the related documents and appendix and that I had the opportunity to obtain advice from the counsels of my choice). If the Optionee has received this Agreement or any other document related to the Agreement translated into a language other than English and if the translated version is different than the English version, the English version will control.

(h) Country Addendum. Notwithstanding any provisions in this Agreement, this option shall be subject to any special terms and conditions for the Optionee’s country set forth in any Country Addendum attached hereto as Exhibit A. Further, if the Optionee relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to the Optionee to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part of this Agreement.

(i) Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on this option and on any Shares acquired under the Plan to the extent that the Company determines it is necessary or advisable for legal or administrative reasons and consistent with the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

SECTION 16. ACKNOWLEDGEMENTS OF THE OPTIONEE.

(a) Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or the Optionee’s other compensation. In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

(b) Electronic Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Optionee by email of their availability. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the documents.

(c) No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company.

(d) Insider Trading. The Optionee acknowledges that, depending on his or her country, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Optionee’s ability to acquire or sell Shares or rights to Shares (e.g., this option) under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws in his or her country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Optionee should speak to his or her personal advisor on this matter.

(e) Foreign Asset/Account Reporting. The Optionee’s country may have certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Optionee’s country. The Optionee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Optionee acknowledges that it is his or her responsibility to be compliant with such regulations, and the Optionee should speak to his or her personal advisor on this matter.

(f) Waiver of Statutory Information Rights. The Optionee acknowledges and agrees that, upon exercise of this option and until the first sale of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she will be deemed to have waived any rights the Optionee might otherwise have had under Section 220 of the Delaware General Corporation Law (or under similar rights under other applicable law) to inspect for any proper purpose and to make copies and extracts from the Company’s stock ledger, a list of its stockholders and its other books and records or the books and records of any subsidiary. This waiver applies only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights the Optionee may have under other law or pursuant to a written agreement with the Company.

SECTION 17. DEFINITIONS.

(a) “Agreement” shall mean this Stock Option Agreement.

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.

(e) “Company” shall mean Sumo Logic, Inc., a Delaware corporation.

(f) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.

(g) “Date of Grant” shall mean the date of grant specified in the Notice of Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.

(h) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(i) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(j) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Grant.

(k) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(l) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law or sister-in-law and shall include adoptive relationships.

(m) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

(n) “Notice of Grant” shall mean the document so entitled to which this Agreement is attached.

(o) “NSO” shall mean a stock option not described in Section 422(b) or 423(b) of the Code.

(p) “Optionee” shall mean the person named in the Notice of Stock Option Grant.

(q) “Outside Director” shall mean a member of the Board of Directors who (a) is not an Employee.

(r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(s) “Plan” shall mean the Sumo Logic, Inc. 2010 Stock Plan, as in effect on the Date of Grant.

(t) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

(u) “Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability.

(v) “Restricted Share” shall mean a Share that is subject to the Right of Repurchase.

(w) “Right of First Refusal” shall mean the Company’s right of first refusal described in Section 8.

(x) “Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.

(y) “Securities Act” shall mean the Securities Act of 1933, as amended.

(z) “Service” shall mean service as an Employee, Outside Director or Consultant.

(aa) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable).

(bb) “Stock” shall mean the Common Stock of the Company.

(cc) “Subsidiary” shall mean 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 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(dd) “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.

(ee) “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 8.

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EX-10.5

Exhibit 10.5

SUMO LOGIC, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

Adopted by the Board of Directors on March 13, 2020, and

effective for fiscal years commencing with fiscal year 2021

1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company’s objectives through the payment of bonuses and commissions.

2. Definitions.

(a) “Actual Award” means as to any Performance Period, the actual award (if any, and including any earned commissions) payable to a Participant for the Performance Period, subject to the Committee’s authority under Section 3(e) to modify the award.

(b) “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

(c) “Board” means the Board of Directors of the Company.

(d) “Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance Period.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

(f) “Committee” means the committee appointed by the Board (pursuant to Section 5) to administer the Plan. Unless and until the Board otherwise determines, the Board’s Compensation Committee will administer the Plan.

(g) “Company” means Sumo Logic, Inc., a Delaware corporation, or any successor thereto.

(h) “Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time.

(i) “Employee” means any executive, officer, or key employee of the Company or of an Affiliate, whether such individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

(j) “Fiscal Year” means the fiscal year of the Company.

(k) “Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

(l) “Performance Period” means the period of time for the measurement of the performance or other criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance or other criteria over twelve (12) months and other criteria over three (3) months.

(m) “Plan” means this Executive Incentive Compensation Plan, as set forth in this instrument (including any appendix attached hereto) and as hereafter amended from time to time.

(n) “Target Award” means, for Participants not participating in a sales incentive plan, the target award, at 100% of target level performance achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3(b).

(o) “Termination of Service” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

3. Selection of Participants and Determination of Awards.

(a) Selection of Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Performance Periods.

(b) Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may be expressed as a percentage of a Participant’s average annual base salary for the Performance Period).

(c) Bonus Pool. Each Performance Period, the Committee, in its sole discretion, will establish a Bonus Pool, which pool may be established before, during or after the applicable Performance Period. Actual Awards (other than earned commissions) will be paid from the Bonus Pool.

(d) Commissions. Each Performance Period, the Committee, in its sole discretion, may create a sales incentive plan, which may be established before or during the applicable Performance Period in accordance with applicable law, to govern the payment of commissions.

(e) Discretion to Modify Awards. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion and at any time, may (i) increase, reduce or eliminate a Participant’s Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. The Actual Award may be below, at, or above the Target Award, in the Committee’s discretion. The Committee may determine the amount of any increase, reduction, or elimination on the basis of such factors as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers. Notwithstanding the foregoing, the calculation of any commissions will be governed by the terms and conditions of any sales incentive plan approved by the Committee.

2

(f) Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, will determine the performance goals, quotas, or other criteria applicable to any Target Award or commission which requirement may include, without limitation, (i) annual recurring revenue (including growth, by geography and by product), (ii) attainment of research and development milestones, (iii) billings (including growth), pipeline, and/or conversion, (iv) bookings (including growth, by geography, and by product), (v) business divestitures and acquisitions, (vi) cash flow, (vii) cash position, (viii) churn rate, (ix) customers, (x) dollar based net retention, (xii) earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation, and amortization and net earnings), (xiii) earnings per share, (xiv) free cash flow (xv) headcount growth and/or attrition rate, (xvi) net income, (xvii) net profit, (xviii) net sales, (xix) new annual contract value, (xx) new annual contract value growth, (xxi) operating cash flow, (xxii) operating expenses, (xxiii) operating income, (xxiv) operating margin, (xxv) overhead or other expense reduction, (xxvi) product defect measures, (xxvii) product release timelines, (xxviii) productivity, (xxix) profit, (xxx) renewal rate, (xxxi) return on assets, (xxxii) return on capital, (xxxiii) return on equity, (xxxiv) return on investment, (xxxv) return on sales, (xxxvi) revenue (including growth, by geography and by product), (xxxvii) sales growth, (xxxviii) sales productivity, (xxxix) sales results, (xl) stock price, (xli) time to market, (xlii) total stockholder return, (xliii) working capital, and (xliv) individual objectives such as peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles (“GAAP”) or non-GAAP results and any actual results may be adjusted by the Committee for one-time items or unbudgeted or unexpected items when determining whether the performance goals have been met. The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit, segment, or Company-wide basis. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal, goals, or other criteria (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company, and/or (F) on a pre-tax or after-tax basis. The performance goals or other criteria may differ from Participant to Participant and from award to award. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in Section 3(e).

4. Payment of Awards.

(a) Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in this Plan will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

(b) Timing of Payment. Payment of each Actual Award will be made as soon as practicable after the end of the Performance Period to which the Actual Award relates and after the Actual Award is approved by the Committee, but in no event following the later of (i) the fifteenth (15th) day of the third (3rd) month of the Fiscal Year immediately following the Fiscal Year in which the Participant’s Actual Award is first no longer subject to a substantial risk of forfeiture, and (ii) March 15 of the calendar year immediately following the calendar year in which

3

the Participant’s Actual Award is first no longer subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee, to earn an Actual Award a Participant must be employed by the Company or any Affiliate on the date the Actual Award is paid.

It is the intent that this Plan be exempt from or comply with the requirements of Code Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment under this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

(c) Form of Payment. Each Actual Award will be paid in cash (or its equivalent) in a single lump sum.

(d) Payment in the Event of Death or Disability. If a Participant dies or becomes Disabled prior to the payment of an Actual Award earned by him or her prior to death or Disability for a prior Performance Period, the Actual Award will be paid to his or her estate or to the Participant, as the case may be, subject to the Committee’s discretion to reduce or eliminate any Actual Award otherwise payable.

(e) Earned Commissions. Notwithstanding anything to the contrary in this Section 4, the payment of any Actual Awards that are in the form of earned commissions will be governed by the terms and conditions of any sales incentive plan approved by the Committee.

5. Plan Administration.

(a) Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than two (2) members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board.

(b) Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards, (iii) interpret the Plan and the awards, (iv) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules.

(c) Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law.

(d) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

(e) Indemnification. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from (i) any loss,

4

cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

6. General Provisions.

(a) Tax Withholding. The Company (or the Affiliate employing the applicable Employee) will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant’s FICA and SDI obligations).

(b) No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company (or the Affiliate employing the applicable Employee) to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

(c) Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

(d) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

(e) Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award will be paid in the event of the Participant’s death. Each such designation will revoke all prior designations by the Participant and will be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death will be paid to the Participant’s estate.

(f) Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6(e). All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant.

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7. Amendment, Termination, and Duration.

(a) Amendment, Suspension, or Termination. The Board or the Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension, or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.

(b) Duration of Plan. The Plan will commence on the date specified herein, and subject to Section 7(a) (regarding the Board’s and the Committee’s right to amend or terminate the Plan), will remain in effect thereafter until terminated.

8. Legal Construction.

(a) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also will include the feminine; the plural will include the singular and the singular will include the plural.

(b) Severability. In the event any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

(c) Requirements of Law. The granting of awards under the Plan will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d) Governing Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions.

(e) Bonus Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c) and will be construed and administered in accordance with such intention.

(f) Captions. Captions are provided herein for convenience only, and will not serve as a basis for interpretation or construction of the Plan.

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EX-10.7

Exhibit 10.7

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

July 8, 2020

CONFIDENTIAL

Ramin Sayar

Re: Confirmatory Employment Letter

Dear Ramin:

This letter agreement (the “Agreement”) is entered into between Ramin Sayar (“you”) and Sumo Logic, Inc. (“Sumo Logic” or the “Company”) effective as of July 8, 2020 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

1. Title; Position. Your position will continue to be President and Chief Executive Officer and you will continue to report to our Board of Directors. This is a full-time position. While you render services to the Company, you agree that you will not engage in any other employment, consulting, or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. Your current annual base salary is $350,000, payable in accordance with the Company’s standard payroll schedule. You will be eligible to participate in our bonus program. Your current discretionary bonus target is 70% of your annual base salary per fiscal year, subject to any mutually agreed reduction in on-target earnings between you and the Company. Bonus payments are calculated and paid based on the achievement of various individual and Company performance objectives, as periodically established and evaluated by Sumo Logic. The specific terms and conditions applicable to your individual participation in the bonus program will be based on your position within Sumo Logic and are subject to change at Sumo Logic’s sole discretion. You must be employed by Sumo Logic at the time bonuses are paid to earn and receive a bonus payment.

3. Employee Benefits. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. As you know, we have a flexible paid time off policy that gives employees the freedom to take time away out of the office, with their supervisor’s approval, without being dependent on a vacation balance; this policy will continue to apply to you. The Company reserves the right to modify, amend, suspend, or terminate the benefit plans, programs, and policies it offers to its employees at any time.

4. Equity Awards. You will be eligible to receive awards of stock options, restricted stock units, or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Company’s Board of Directors or its Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

5. Severance. The Change in Control and Severance Agreement (the “Severance Agreement”) previously executed between you and the Company will continue in full force and effect, and nothing in this Agreement is intended to supersede the Severance Agreement, and it will supersede all other severance payments and benefits to which you otherwise may be entitled, or may become entitled in the future, under any plan, program, or policy that the Company may have in effect from time to time. For purposes of clarification, any severance benefits or

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

arrangements that may have applied to you before the Effective Date (other than the Severance Agreement) no longer will apply and you will have no rights or entitlements under any such plans, programs, agreements, or arrangements.

6. Proprietary Information. Like all Company employees, you were required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement and your acceptance of this Agreement confirms that the terms of the Proprietary Information and Inventions Agreement you previously signed with the Company still apply. The Company respects the right of every employer to protect its confidential and proprietary information. You therefore agree to continue to abide by the Company’s strict policy that prohibits any employee from using, disclosing, or bringing with them from any prior employer any confidential information, trade secrets, proprietary materials, or processes of such former employers. You hereby represent that you have returned all property and confidential information belonging to any prior employers.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation, and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Proprietary Information and Inventions Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Proprietary Information and Inventions Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

10. Interpretation, Amendment, and Enforcement. This Agreement along with the Proprietary Information and Inventions Agreement and the Severance Agreement constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations, or understandings (whether written, oral, or implied) between you and the Company. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company, or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company.

Sincerely,
Sumo Logic, Inc.
By:	/s/ Katherine Haar
	Katherine Haar General Counsel

I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment except as specifically set forth herein.

Date:	July 9, 2020	/s/ Ramin Sayar
		Signature

EX-10.9

Exhibit 10.9

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

July 8, 2020

CONFIDENTIAL

Steve Fitz

Re: Confirmatory Employment Letter

Dear Steve:

This letter agreement (the “Agreement”) is entered into between Steve Fitz (“you”) and Sumo Logic, Inc. (“Sumo Logic” or the “Company”) effective as of July 8, 2020 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

1. Title; Position. Your position will continue to be Chief Revenue Officer and you will continue to report to our CEO, Ramin Sayar. This is a full-time position. While you render services to the Company, you agree that you will not engage in any other employment, consulting, or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. Your current annual base salary is $319,500, payable in accordance with the Company’s standard payroll schedule. You will be eligible to participate in our bonus program. Your current discretionary bonus target is 100% of your annual base salary per fiscal year, subject to any mutually agreed reduction in on-target earnings between you and the Company. Bonus payments are calculated and paid based on the achievement of various individual and Company performance objectives, as periodically established and evaluated by Sumo Logic. The specific terms and conditions applicable to your individual participation in the bonus program will be based on your position within Sumo Logic and are subject to change at Sumo Logic’s sole discretion. You must be employed by Sumo Logic at the time bonuses are paid to earn and receive a bonus payment.

3. Employee Benefits. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. As you know, we have a flexible paid time off policy that gives employees the freedom to take time away out of the office, with their supervisor’s approval, without being dependent on a vacation balance; this policy will continue to apply to you. The Company reserves the right to modify, amend, suspend, or terminate the benefit plans, programs, and policies it offers to its employees at any time.

4. Equity Awards. You will be eligible to receive awards of stock options, restricted stock units, or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Company’s Board of Directors or its Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

5. Severance. The Change in Control and Severance Agreement (the “Severance Agreement”) previously executed between you and the Company will continue in full force and effect, and nothing in this Agreement is intended to supersede the Severance Agreement, and it will supersede all other severance payments and benefits to which you otherwise may be entitled, or may become entitled in the future, under any plan, program, or policy that the Company may have in effect from time to time. For purposes of clarification, any severance benefits or

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

arrangements that may have applied to you before the Effective Date (other than the Severance Agreement) no longer will apply and you will have no rights or entitlements under any such plans, programs, agreements, or arrangements.

6. Proprietary Information. Like all Company employees, you were required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement and your acceptance of this Agreement confirms that the terms of the Proprietary Information and Inventions Agreement you previously signed with the Company still apply. The Company respects the right of every employer to protect its confidential and proprietary information. You therefore agree to continue to abide by the Company’s strict policy that prohibits any employee from using, disclosing, or bringing with them from any prior employer any confidential information, trade secrets, proprietary materials, or processes of such former employers. You hereby represent that you have returned all property and confidential information belonging to any prior employers.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation, and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Proprietary Information and Inventions Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Proprietary Information and Inventions Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

10. Interpretation, Amendment, and Enforcement. This Agreement along with the Proprietary Information and Inventions Agreement and the Severance Agreement constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations, or understandings (whether written, oral, or implied) between you and the Company. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company, or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company.

Sincerely,
Sumo Logic, Inc.
By:	/s/ Ramin Sayar
	Ramin Sayar CEO

I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment except as specifically set forth herein.

Date:	July 10, 2020	/s/ Steve Fitz
		Signature

EX-10.10

Exhibit 10.10

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

July 8, 2020

CONFIDENTIAL

Katherine Haar

Re: Confirmatory Employment Letter

Dear Kiki:

This letter agreement (the “Agreement”) is entered into between Katherine Haar (“you”) and Sumo Logic, Inc. (“Sumo Logic” or the “Company”) effective as of July 8, 2020 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

1. Title; Position. Your position will continue to be General Counsel and you will continue to report to our CEO, Ramin Sayar. This is a full-time position. While you render services to the Company, you agree that you will not engage in any other employment, consulting, or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. Your current annual base salary is $300,000, payable in accordance with the Company’s standard payroll schedule. You will be eligible to participate in our bonus program. Your current discretionary bonus target is 35% of your annual base salary per fiscal year, subject to any mutually agreed reduction in on-target earnings between you and the Company. Bonus payments are calculated and paid based on the achievement of various individual and Company performance objectives, as periodically established and evaluated by Sumo Logic. The specific terms and conditions applicable to your individual participation in the bonus program will be based on your position within Sumo Logic and are subject to change at Sumo Logic’s sole discretion. You must be employed by Sumo Logic at the time bonuses are paid to earn and receive a bonus payment.

3. Employee Benefits. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. As you know, we have a flexible paid time off policy that gives employees the freedom to take time away out of the office, with their supervisor’s approval, without being dependent on a vacation balance; this policy will continue to apply to you. The Company reserves the right to modify, amend, suspend, or terminate the benefit plans, programs, and policies it offers to its employees at any time.

4. Equity Awards. You will be eligible to receive awards of stock options, restricted stock units, or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Company’s Board of Directors or its Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

5. Severance. The Change in Control and Severance Agreement (the “Severance Agreement”) previously executed between you and the Company will continue in full force and effect, and nothing in this Agreement is intended to supersede the Severance Agreement, and it will supersede all other severance payments and benefits to which you otherwise may be entitled, or may become entitled in the future, under any plan, program, or policy that the Company may have in effect from time to time. For purposes of clarification, any severance benefits or

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

arrangements that may have applied to you before the Effective Date (other than the Severance Agreement) no longer will apply and you will have no rights or entitlements under any such plans, programs, agreements, or arrangements.

6. Proprietary Information. Like all Company employees, you were required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement and your acceptance of this Agreement confirms that the terms of the Proprietary Information and Inventions Agreement you previously signed with the Company still apply. The Company respects the right of every employer to protect its confidential and proprietary information. You therefore agree to continue to abide by the Company’s strict policy that prohibits any employee from using, disclosing, or bringing with them from any prior employer any confidential information, trade secrets, proprietary materials, or processes of such former employers. You hereby represent that you have returned all property and confidential information belonging to any prior employers.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation, and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Proprietary Information and Inventions Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Proprietary Information and Inventions Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

10. Interpretation, Amendment, and Enforcement. This Agreement along with the Proprietary Information and Inventions Agreement and the Severance Agreement constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations, or understandings (whether written, oral, or implied) between you and the Company. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company, or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company.

Sincerely,
Sumo Logic, Inc.
By:	/s/ Ramin Sayar
	Ramin Sayar
	CEO

I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment except as specifically set forth herein.

Date:	July 10, 2020	/s/ Katherine Haar
		Signature

EX-10.11

Exhibit 10.11

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

July 8, 2020

CONFIDENTIAL

Suku Krishnaraj Chettiar

Re: Confirmatory Employment Letter

Dear Suku:

This letter agreement (the “Agreement”) is entered into between Suku Krishnaraj Chettiar (“you”) and Sumo Logic, Inc. (“Sumo Logic” or the “Company”) effective as of July 8, 2020 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

1. Title; Position. Your position will continue to be Chief Marketing Officer and you will continue to report to our CEO, Ramin Sayar. This is a full-time position. While you render services to the Company, you agree that you will not engage in any other employment, consulting, or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. Your current annual base salary is $272,000, payable in accordance with the Company’s standard payroll schedule. You will be eligible to participate in our bonus program. Your current discretionary bonus target is 35% of your annual base salary per fiscal year, subject to any mutually agreed reduction in on-target earnings between you and the Company. Bonus payments are calculated and paid based on the achievement of various individual and Company performance objectives, as periodically established and evaluated by Sumo Logic. The specific terms and conditions applicable to your individual participation in the bonus program will be based on your position within Sumo Logic and are subject to change at Sumo Logic’s sole discretion. You must be employed by Sumo Logic at the time bonuses are paid to earn and receive a bonus payment.

3. Employee Benefits. As a regular employee of the Company, you will continue to be eligible to participate in a number of Company-sponsored benefits. As you know, we have a flexible paid time off policy that gives employees the freedom to take time away out of the office, with their supervisor’s approval, without being dependent on a vacation balance; this policy will continue to apply to you. The Company reserves the right to modify, amend, suspend, or terminate the benefit plans, programs, and policies it offers to its employees at any time.

4. Equity Awards. You will be eligible to receive awards of stock options, restricted stock units, or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Company’s Board of Directors or its Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

5. Severance. The Change in Control and Severance Agreement (the “Severance Agreement”) previously executed between you and the Company will continue in full force and effect, and nothing in this Agreement is intended to supersede the Severance Agreement, and it will supersede all other severance payments and benefits to which you otherwise may be entitled, or may become entitled in the future, under any plan, program, or policy that the Company may have in effect from time to time. For purposes of clarification, any severance benefits or

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

arrangements that may have applied to you before the Effective Date (other than the Severance Agreement) no longer will apply and you will have no rights or entitlements under any such plans, programs, agreements, or arrangements.

6. Proprietary Information. Like all Company employees, you were required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement and your acceptance of this Agreement confirms that the terms of the Proprietary Information and Inventions Agreement you previously signed with the Company still apply. The Company respects the right of every employer to protect its confidential and proprietary information. You therefore agree to continue to abide by the Company’s strict policy that prohibits any employee from using, disclosing, or bringing with them from any prior employer any confidential information, trade secrets, proprietary materials, or processes of such former employers. You hereby represent that you have returned all property and confidential information belonging to any prior employers.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation, and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (the “Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Proprietary Information and Inventions Agreement to any parties other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Proprietary Information and Inventions Agreement regarding your right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Sumo Logic, Inc. 305 Main Street Redwood City, CA 94063

10. Interpretation, Amendment, and Enforcement. This Agreement along with the Proprietary Information and Inventions Agreement and the Severance Agreement constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations, or understandings (whether written, oral, or implied) between you and the Company. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance, or validity of this Agreement or arising out of, related to, or in any way connected with, this Agreement, your employment with the Company, or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

To confirm the current terms and conditions of your employment, please sign and date in the spaces indicated and return this Agreement to the Company.

Sincerely,
Sumo Logic, Inc.
By:	/s/ Ramin Sayar
	Ramin Sayar
	CEO

I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment except as specifically set forth herein.

Date:	July 10, 2020	/s/ Suku Krishnaraj Chettiar
		Signature

EX-10.13

Exhibit 10.13

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 31, 2016 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SUMO LOGIC, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

1    ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided by the Code to the extent such terms are defined therein.

2    LOAN AND TERMS OF PAYMENT

2.1    Promise to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1    Revolving Advances.

(a)    Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances to Borrower in an amount not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.

(b)    Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

2.1.2    Letters of Credit Sublimit.

(a)    As part of the Revolving Line, upon request by Borrower, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount utilized for the issuance of Letters of Credit shall at all times reduce the amount otherwise available for Advances under the Revolving Line. In addition, the aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) may not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) minus the limits requested by Borrower for Cash Management Services (as defined below and as the same may be adjusted from time to time upon request by Borrower) (the “Letter of Credit Sublimit”).

(b)    If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to at least (i) if such Letters of Credit are denominated in Dollars, one hundred five percent (105.0%); and (ii) if such Letters of Credit are denominated in a Foreign Currency, one hundred ten percent (110.0%), of the aggregate Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or estimated by Bank to become due in connection therewith, to secure all of the Obligations relating to such Letters of Credit. 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 standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.

(c)    The obligation of Borrower to immediately 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, such Letters of Credit, and the Letter of Credit Application.

(d)    Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges).

(e)    To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

2.1.3    Cash Management Services Sublimit. Borrower may use up to Two Million Five Hundred Thousand Dollars ($2,500,000) of availability under the Revolving Line, minus the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), for Borrower’s cash management services (the “Cash Management Services Sublimit”), which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”). Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the applicable rate set forth in Section 2.3(a) herein. In addition, the aggregate borrowing limits requested by Borrower for Cash Management Services (which, shall not, in any event, exceed Two Million Five Hundred Thousand Dollars ($2,500,000)) shall, at all times, reduce the amount available to Borrower under the Revolving Line.

2.2    Overadvances. If, at any time, the sum of (a) the outstanding principal amount of any Advances (including the aggregate borrowing limits requested by Borrower for Cash Management Services (not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000)), plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), exceeds the Availability Amount, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.

2.3    Payment of Interest on the Credit Extensions.

(a)    Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to three quarters of one percentage point (0.75%) above the Prime Rate (the “Interest Rate”); provided, however, if Borrower’s Adjusted Quick Ratio (measured as of the last day of each month) is equal to or greater than 1.75 to 1.00, the Interest Rate for the month following such measuring period shall instead equal one quarter of one percentage point (0.25%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(d) below.

(b)    Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

(c)    Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

(d)    Payment; Interest Computation. Interest is payable monthly on the last calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.

2.4    Fees. Borrower shall pay to Bank:

(a)    Commitment Fee. A fully earned, non-refundable commitment fee of Fifteen Thousand Dollars ($15,000) on the Effective Date.

(b)    Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement, which shall not, assuming two reasonable turns of the documents exceed Twenty Thousand Dollars ($20,000) excluding hard costs for diligence) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).

(c)    Fees Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.4 pursuant to the terms of Section 2.5(c). Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.4.

2.5    Payments; Application of Payments; Debit of Accounts.

(a)    All payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(b)    Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

(c)    Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.

2.6    Withholding. Payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to Bank, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which it

would have received had no withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

3    CONDITIONS OF LOANS

3.1    Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:

(a)    duly executed original signatures to the Loan Documents;

(b)    duly executed original signatures to the Initial Warrant;

(c)    the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;

(d)    duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(e)    certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released;

(f)    the Perfection Certificate of Borrower, together with the duly executed original signature thereto;

(g)    a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto;

(h)    evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;

(i)    the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and

(j)    payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

3.2    Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

(a)    timely receipt of an executed Transaction Report;

(b)    the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

(c)    Bank determines to its satisfaction that there has not been a Material Adverse Change.

3.3    Condition Precedent to Credit Extensions in Excess of Ten Million Dollars ($10,000,000). Prior to the aggregate amount of Credit Extensions made by Bank to Borrower exceeding Ten Million Dollars ($10,000,000) for the first time, Borrower shall provide Bank with a Warrant to Purchase an amount of Borrower’s Series E Preferred Stock which would, on a fully-diluted basis, represent a one hundredth of one percent (0.01%) ownership in Borrower if exercised (the “Additional Warrant”). The Additional Warrant shall be documented in a form substantially similar to the Initial Warrant.

3.4    Covenant to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

3.5    Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance (other than Advances under Sections 2.1.2 or 2.1.3) set forth in this Agreement, to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding Date of the Advance. In connection with such notification, Borrower must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer together with

such other reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in its sole discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due.

4    CREATION OF SECURITY INTEREST.

4.1    Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement).

If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit.

4.2    Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

4.3    Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code.

5    REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

5.1    Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number.

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

5.2    Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2.

To the best of Borrower’s knowledge, Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

5.3    Eligible Customer Accounts. For any Eligible Customer Account in any MRR calculation, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Customer Accounts are and shall be true and correct in all material respects and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Bank, after consultation with Borrower, and receipt of Borrower’s consent (provided that if an Event of Default has occurred, no consultation with or consent of Borrower shall be required) may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Customer Account. All sales and other transactions underlying or giving rise to each Eligible Customer Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Customer Accounts in any MRR calculation. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Customer Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms except to the extent the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditor’s rights generally

and by equitable principles (regardless of whether enforcement is sought in equity or at law). Borrower is the owner of and has the legal right to sell, transfer, assign and encumber each Eligible Customer Account, and there are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount.

5.4    Litigation. There are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000).

5.5    Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects (subject to normal fiscal year-end adjustments) Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

5.6    Solvency. The fair salable value of Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

5.7    Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not, to the best of Borrower’s knowledge, violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Government Authorities that are necessary to continue their respective businesses as currently conducted except where failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business.

5.8    Subsidiaries; Investments. Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments.

5.9    Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower has timely paid (or duly filed valid extensions in connection with) all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

5.10    Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes.

5.11    Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.12    Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any Responsible Officer.

6    AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1    Government Compliance.

(a)    Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject.

(b)    Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in the Collateral. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank.

6.2    Financial Statements, Reports, Certificates. Provide Bank with the following:

(a)    if any Advances are outstanding, within thirty (30) days after the last day of each month, or (b) if no Advances are outstanding, within thirty (30) days after the last day of each fiscal quarter, a SaaS based metrics report including, but not limited to calculations of ARPU, client count and the Annualized Churn Rate, which shall include a calculation of the then current Annualized Churn Rate;

(b)    a Transaction Report (and any schedules related thereto) (i) with each request for an Advance and (ii) at all times when any Advances are outstanding, within thirty (30) days after the last day of each month, signed by a Responsible Officer;

(c)    as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

(d)    within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;

(e)    as soon as available, and in any event within thirty (30) days after the end of each fiscal year of Borrower, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such fiscal year certified by a Responsible Officer and in a form acceptable to Bank;

(f)    within thirty (30) days after the end of each fiscal year of Borrower, annual financial projections for the then-current fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;

(g)    as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank (the “Audited Financial Statements”); provided that if Borrower’s board of directors does not require Borrower obtain Audited Financial Statements for any individual fiscal year, Bank shall be deemed to have automatically waived the requirement for such Audited Financial Statements in the applicable fiscal year as well;

(h)    in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address, or are available at www.sec.gov (or any successor site maintained by the SEC for similar purposes); provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;

(i)    within fifteen (15) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;

(j)    prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and

(k)    other financial information reasonably requested by Bank.

6.3    Accounts Receivable.

(a)    Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank the reports and schedules of collections, as provided in Section 6.2, on forms satisfactory to Bank in its sole discretion; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements, and copies of all credit memos.

(b)    Disputes. Borrower shall promptly notify Bank of all disputes or claims in excess of Two Hundred Fifty Thousand Dollars ($250,000) relating to Accounts. Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions; (ii) no Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the Availability Amount.

(c)    Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until an Event of Default has occurred and is continuing. Bank shall require that Borrower direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox account, or via electronic deposit capture into a “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”). Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to the Cash Collateral Account to be transferred on a daily basis to Borrower’s operating account with Bank. Borrower shall have a period of ninety (90) days from the Effective Date to implement the Cash Collateral Account.

(d)    Verification. Bank may, from time to time, after consultation with Borrower, and receipt of Borrower’s consent (provided that no consultation with or consent from Borrower shall be required if an Event of Default has occurred), verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account.

(e)    No Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

6.4    Remittance of Proceeds. Deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than three (3) Business Days after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

6.5    Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

6.6    Access to Collateral; Books and Records. At reasonable times, on three (3) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses (together, the “Audit Fees”). Bank shall use its best efforts to ensure that the Audit Fees for any single audit do not exceed Six Thousand Dollars ($6,000). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

6.7    Insurance.

(a)    Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as lender loss payee. All liability policies shall show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral.

(b)    Ensure that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations.

(c)    At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider of any such insurance required under this Section 6.7 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled. If Borrower fails to obtain insurance as required under this Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems prudent.

6.8    Operating Accounts.

(a)    Maintain its primary and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. Borrower and its Subsidiaries may maintain cash in accounts outside of Bank, so long as the aggregate amount of cash in such accounts does not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Foreign Accounts”).

(b)    Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to the Foreign Accounts or deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

6.9    Intentionally Omitted.

6.10    Protection of Intellectual Property Rights.

(a)     (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business; (ii) promptly advise Bank in writing of known material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

(b)    Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

6.11    Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

6.12    Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Subsidiary to become

a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

6.13    Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within ten (10) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries.

7    NEGATIVE COVENANTS

Borrower shall not do any of the following without Bank’s prior written consent:

7.1    Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States and (g) consisting of the use of cash in the ordinary course of business to the extent not otherwise prohibited hereunder.

7.2    Changes in Business, Management, Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) days after his/her departure from Borrower; or (d) permit or suffer any Change in Control.

Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty Thousand Dollars ($20,000) in Borrower’s assets or property)

or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty Thousand Dollars ($20,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty Thousand Dollars ($20,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

7.3    Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary). A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

7.4    Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5    Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

7.6    Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.8(b) hereof.

7.7    Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

7.8    Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9    Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject (provided that a conversion of any Subordinated Debt to equity securities shall be permitted), or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank.

7.10    Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to (a) meet the minimum funding requirements of ERISA; (b) permit a Reportable Event or Prohibited Transaction, as defined in ERISA to occur; or (c) fail to comply with the Federal Fair Labor Standards Act, the failure of any of the conditions described in clauses (a) through (c) which could reasonably be expected to have a material adverse effect on Borrower’s business; or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

8    EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

8.1    Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);

8.2    Covenant Default.

(a)    Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.7, 6.8, 6.9, 6.12, 6.13 or violates any covenant in Section 7; or

(b)    Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other

term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in clause (a) above;

8.3    Investor Support. There is a lack of Investor Support, as determined by Bank in its sole, but reasonable discretion;

8.4    Attachment; Levy; Restraint on Business.

(a)     (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary), or (ii) a notice of lien or levy in excess of Two Hundred Fifty Thousand Dollars ($250,000) is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or

(b)     (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business;

8.5    Insolvency. (a) Borrower or any of its Subsidiaries is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and is not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

8.6    Other Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000); or (b) any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business;

8.7    Judgments; Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually or in the aggregate, of at least Five Hundred Thousand Dollars ($500,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof,

stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or decree);

8.8    Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

8.9    Subordinated Debt. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement or the applicable Subordination Agreement;

8.10    Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, (d) the liquidation, winding up, or termination of existence of any Guarantor; or (e) (i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor; or

8.11    Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) cause, or could reasonably be expected to cause, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

9    BANK’S RIGHTS AND REMEDIES

9.1    Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following:

(a)    declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);

(b)    stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;

(c)    demand that Borrower (i) deposit cash with Bank in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

(d)    terminate any FX Contracts;

(e)    verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds;

(f)    make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;

(g)    apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

(h)    ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

(i)    place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(j)    demand and receive possession of Borrower’s Books; and

(k)    exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

9.2    Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

9.3    Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

9.4    Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

9.5    Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6    No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.

9.7    Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

10    NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:	SUMO LOGIC, INC.
	305 Main Street
	Redwood City, CA 90463
	Attn: Ramin Sayar, President
	Email: ***
	and
	SUMO LOGIC, INC.
	305 Main Street
	Redwood City, CA 90463
	Attn: Rick Hasselman, VP Finance
	Email: ***

If to Bank:	Silicon Valley Bank
	555 Mission Street, Suite 900
	San Francisco, CA 94105
	Attn: Marina Bobrovich
	Email: ***

11    CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE

Except as otherwise expressly provided in any of the Loan Documents, California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure § 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure Sections 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary

restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

This Section 11 shall survive the termination of this Agreement.

12    GENERAL PROVISIONS

12.1    Termination Prior to Revolving Line Maturity Date; Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. Notwithstanding the foregoing, prior to the occurrence of an Event of Default hereunder, Bank shall not assign any interest in the Loan Documents to a direct competitor of Borrower.

12.2    Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof).

12.3    Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations, demands,

claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

This Section 12.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have run.

12.4    Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

12.5    Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.6    Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties.

12.7    Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

12.8    Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

12.9    Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as

such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.

Bank Entities may use confidential information for the development of databases, reporting purposes, and market analysis so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

12.10    Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

12.11    Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

12.12    Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.13    Construction of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

12.14    Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

12.15    Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

13    DEFINITIONS

13.1    Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes”

and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings:

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

“Adjusted Quick Ratio” a ratio of Quick Assets to Current Liabilities.

“Advance” or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving Line.

“Affiliate” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

“Agreement” is defined in the preamble hereof.

“Authorized Signer” is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents, including any Advance request, on behalf of Borrower.

“Availability Amount” is the lesser of (i) the Revolving Line or (ii) Borrower’s MRR (measured on an average trailing three (3) month basis) multiplied by the Advance Rate, minus, in each case, (y) the aggregate Dollar Equivalent amount utilized by Borrower for outstanding, but undrawn Letters of Credit under the Letter of Credit Sublimit plus any Letter of Credit Reserve and (z) the aggregate borrowing limits requested by Borrower for Cash Management Services under the Cash Management Services Sublimit (which shall not, at any time, exceed Two Million Five Hundred Thousand Dollars ($2,500,000)).

The following definitions are utilized in calculating and determining the Availability Amount:

“Advance Rate” is four (4) multiplied by the Retention Percentage. The Advance Rate shall be calculated by Bank based on information provided by Borrower and reasonably acceptable to Bank, in its sole discretion. Bank reserves the right to change the foregoing percentages in its sole, but reasonable discretion, based on, the results of the audit of the Borrower’s Collateral in accordance with Section 6.6 hereof and/or any loss in revenue or number of unique Accounts of Borrower.

“Annualized Churn Rate” is, as of any date of determination, the percentage obtained by dividing (i) the quotient of (A) the sum of MRR lost during the three (3) month period ending on such date of determination minus upsell MRR during such period plus downsell MRR during such period divided by (B) three (3) by (ii) total MRR as of the first

day of such three (3) month period, multiplied by twelve (12). For the avoidance of doubt, any negative Annualized Churn Rate shall be deemed to be zero (0). For example, if Borrower had Ten Million Dollars ($10,000,000) of MRR as of January 1, 2016 and, during the three (3) month period ending on March 31, 2016, lost Two Hundred Thousand Dollars ($200,000) of MRR but had Fifty Thousand Dollars ($50,000) of MRR from upsells and One Hundred Fifty Thousand Dollars ($150,000) of MRR from downsells, the Annualized Churn Rate for the period ending March 31, 2016 would be 12% calculated as follows:

$200,000 minus $50,000 plus $150,000

$10,000,000 = 3%; then

3%

3   = 1%; then

1% x 12 = 12%

“Eligible Customer Accounts” means Accounts invoiced by Borrower generated from expected receipt of MRR that (i) meet all of Borrower’s representations and warranties described in Section 5.3 and (ii) are or may be due and owing from Account Debtors deemed acceptable to Bank in its sole discretion; provided that Bank reserves the right at any time and from time to time to exclude and/or remove any Account from the definition of Eligible Customer Accounts, in its sole, but reasonable discretion.

“MRR” is the trailing one (1) month revenue of Borrower received or anticipated (after giving effect to any recurring discounts, credits and customer adjustments) from the execution or the anticipated execution of customer and partner contracts, programs and any services in the ordinary course of Borrower’s business and specifically excluding revenue or accounts receivable based on (i) sales of inventory, goods, or equipment, (ii) transaction revenue not received in the ordinary course of business, (iii) sales of services not in the ordinary course of business (except that this clause is not intended to exclude Borrower’s revenue from the sale of premium services and/or support), (iv) revenue received due to one-time, non-recurring transactions, installation and/or set-up fees, and (v) add-on purchases by Borrower’s existing customers not resulting in a continuing stream of revenue.

“Retention Percentage” is, as of any date of determination, one hundred percent (100%) minus the Annualized Churn Rate.

“Bank” is defined in the preamble hereof.

“Bank Entities” is defined in Section 12.9.

“Bank Expenses” are all Audit Fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower or any Guarantor.

“Bank Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without

limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto (each, a “Bank Services Agreement”).

“Borrower” is defined in the preamble hereof.

“Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

“Borrowing Resolutions” are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit B.

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition.

“Change in Control” means (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of twenty-five percent (25%) or more of the ordinary voting power for the election of directors of Borrower (determined on a fully diluted basis) other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction; (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was

approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) at any time, Borrower shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent (100%) of each class of outstanding capital stock of each subsidiary of Borrower free and clear of all Liens (except Liens created by this Agreement).

“Claims” is defined in Section 12.3.

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

“Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit C.

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or

commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Credit Extension” is any Advance, any Overadvance, Letter of Credit, FX Contract, amount utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s benefit.

“Currency” is coined money and such other banknotes or other paper money as are authorized by law and circulate as a medium of exchange.

“Current Liabilities” are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year, less any deferred revenue balances.

“Default Rate” is defined in Section 2.3(b).

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

“Designated Deposit Account” is the multicurrency account denominated in Dollars, account number                     , maintained by Borrower with Bank.

“Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

“Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

“Effective Date” is defined in the preamble hereof.

“Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.

“Event of Default” is defined in Section 8.

“Exchange Act” is the Securities Exchange Act of 1934, as amended.

“Foreign Currency” means lawful money of a country other than the United States.

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

“FX Contract” is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specified date.

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantor” is any Person providing a Guaranty in favor of Bank.

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented.

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

“Indemnified Person” is defined in Section 12.3.

“Initial Audit” is Bank’s inspection of the Collateral, and Borrower’s Books.

“Initial Warrant” is that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of Bank.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:

(a)    its Copyrights, Trademarks and Patents;

(b)    any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(c)    any and all source code;

(d)    any and all design rights which may be available to such Person;

(e)    any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f)    all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

“Investor Support” means it is the clear intention of Borrower’s investors to continue to fund Borrower in the amounts and timeframe necessary to enable Borrower to satisfy the Obligations as they become due and payable.

“Key Person” is each of Borrower’s (a) President, who is Ramin Savar as of the Effective Date, and (b) Chief Executive Officer, who is Ramin Savar as of the Effective Date.

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement.

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, the Warrant, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified.

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.

“Monthly Financial Statements” is defined in Section 6.2(c).

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents (other than the Warrant), or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents (other than the Warrant).

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and,

(a)     if such Person is a corporation, its bylaws in current form,

(b)    if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and

(c)    if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“Overadvance” is defined in Section 2.2.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Perfection Certificate” is defined in Section 5.1.

“Permitted Indebtedness” is:

(a)    Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents;

(b)    Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

(c)    Subordinated Debt;

(d)    unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

(e)    Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(f)    Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder;

(g)    Indebtedness of Borrower to any Subsidiary and Contingent Obligations of any Subsidiary with respect to obligations of Borrower (provided that the primary obligations are not prohibited hereby), and Indebtedness of any Subsidiary to Borrower in an aggregate principal amount not to exceed Two Hundred Thousand Dollars ($200,000); or any other Subsidiary and Contingent Obligations of any Subsidiary with respect to obligations of any other Subsidiary (provided that the primary obligations are not prohibited hereby);

(h)    Indebtedness of Borrower to any Subsidiary incurred in connection with transfer pricing arrangements entered into in the ordinary course of business in an aggregate amount not to exceed One Million Dollars ($1,000,000) in any fiscal year; and

(i)    extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (g) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.

“Permitted Investments” are:

(a)    Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate;

(b)    Investments consisting of Cash Equivalents;

(c)    Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

(d)    Investments consisting of deposit accounts in which Bank has a perfected security interest;

(e)    Investments accepted in connection with Transfers permitted by Section 7.1;

(f)    Investments consisting of the creation of a Subsidiary for the purpose of consummating a merger transaction permitted by Section 7.3 of this Agreement, which is otherwise a Permitted Investment;

(g)    Investments (i) by Borrower in Subsidiaries not to exceed Five Million Dollars ($5,000,000) in the aggregate in any trailing six (6) month period and (ii) by Subsidiaries in other Subsidiaries not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate in any fiscal year or in Borrower;

(h)    Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors;

(i)    Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(i)    Investments by Borrower in any Subsidiary made in connection with transfer pricing arrangements entered into in the ordinary course of business in an aggregate amount not to exceed One Million Dollars ($1,000,000) in any fiscal year; and

(k)    Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (j) shall not apply to Investments of Borrower in any Subsidiary.

“Permitted Liens” are:

(a)    Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

(b)    Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

(c)    purchase money Liens (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than One Hundred Thousand Dollars ($100,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

(d)    Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e)    Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(f)    Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

(g)    leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein;

(h)    non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;

(i)    Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4 and 8.7; and

(j)    Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts.

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors).

“Quick Assets” is, on any date, Borrower’s consolidated, unrestricted cash and Cash Equivalents maintained with Bank and Bank’s Affiliates, plus the Borrower’s net billed accounts receivable, plus the Foreign Accounts.

“Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means, as of any date of determination following an Event of Default hereunder, such amounts as Bank may from time to time establish and revise in its good faith business judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower (a) to reflect events, conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do or may adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including without limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor, or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority thereof); or (b) to reflect Bank’s reasonable belief that any collateral report or financial information furnished by or on behalf of Borrower or any Guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect.

“Responsible Officer” is any of the Chief Executive Officer, President or VP of Finance of Borrower.

“Restricted License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral.

“Revolving Line” is an aggregate principal amount equal to Twenty Million Dollars ($20,000,000).

“Revolving Line Maturity Date” is January 31, 2018.

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

“Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower or Guarantor.

“Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“Transaction Report” is that certain report of transactions and schedule of collections in the form attached hereto as Exhibit D.

“Transfer” is defined in Section 7.1.

“Warrant” is (i) the Initial Warrant and (ii) the Additional Warrant (if any) as defined in Section 3.3 hereof.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

SUMO LOGIC, INC.

By:	/s/ Ramin Sayar
Name:	Ramin Sayar
Title:	PRESIDENT AND CEO
BANK:
SILICON VALLEY BANK

By:	/s/ Marina Bobrovich
Name:	Marina Bobrovich
Title:	Vice President

EXHIBIT A

COLLATERAL DESCRIPTION

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent.

EXHIBIT B

BORROWING RESOLUTIONS

CORPORATE BORROWING CERTIFICATE

Borrower: SUMO LOGIC, INC.	Date: January 31, 2016
BANK: Silicon Valley Bank

I hereby certify as follows, as of the date set forth above:

1.    I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below.

2.    Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware.

3.    Attached hereto are true, correct and complete copies of Borrower’s Articles/Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth above. Such Certificate of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof.

4.    The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Silicon Valley Bank (“Bank”) may rely on them until Bank receives written notice of revocation from Borrower.

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:

Name	Title	Signature	Authorized to Add or Remove
Ramin Sayar	President & CEO		☒
Rick Hasselman	VP Finance		☒
Michelle Van Der Veen	Corporate Controller		☐
			☐

RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.

RESOLVED FURTHER, that such individuals may, on behalf of Borrower:

Borrow Money. Borrow money from Bank.

Execute Loan Documents. Execute any loan documents Bank requires.

Grant Security. Grant Bank a security interest in any of Borrower’s assets.

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an interest and receive cash or otherwise use the proceeds.

Apply for Letters of Credit. Apply for letters of credit from Bank.

Enter Derivative Transactions. Execute spot or forward foreign exchange contracts, interest rate swap agreements, or other derivative transactions.

Issue Warrants. Issue warrants for Borrower’s capital stock.

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effect these resolutions.

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.

5.    The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names.

By:

Name:

Title:

*** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower.

I, the                      of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above.

By:

Name:

Title:

EXHIBIT C

COMPLIANCE CERTIFICATE

TO: SILICON VALLEY BANK	Date: January     , 2016
FROM: SUMO LOGIC, INC.

The undersigned authorized officer of SUMO LOGIC, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

(1) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenants	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes    No
Annual financial statement (CPA Audited, if required by Borrower’s board of directors) + CC	FYE within 180 days	Yes    No
Annual financial statement (company prepared)	FYE within 30 days
10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes    No
Transaction Report	Monthly within 30 days and with each request for an Advance	Yes    No
SaaS Metrics Report	Monthly within 30 days	Yes    No
Projections	FYE within 30 days	Yes    No

Performance Pricing		Applies
Adjusted Quick Ratio greater than or equal to 1.75:1.00	Prime + 0.25%	Yes    No
Adjusted Quick Ratio less than 1.75:1.00	Prime + 0.75%	Yes    No

The following analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

Other Matters

Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

SUMO LOGIC, INC.	BANK USE ONLY
By:	Received by:
Name:	Date:
Title:	Verified:
	Date:
	Compliance Status:                     Yes    No

Schedule 1 to Compliance Certificate

Performance Pricing

Adjusted Quick Ratio (Section 2.3(a))

Required:	1.75:1.00 for Performance Pricing
Actual:
A.	Aggregate value of the unrestricted cash at Bank and Bank’s Affiliates + Foreign Accounts	$
B.	Aggregate value of the net billed accounts receivable of Borrower	$
C.	Quick Assets (the sum of lines A and B)	$
D.	Aggregate value of Obligations owing from Borrower to Bank	$
E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year (less any deferred revenue balances)	$
F.	Current Liabilities (the sum of lines D and E)	$
G.	Quick Ratio (line C divided by line F)

Is line G equal to or greater than 1.75:1:00?

               No, no performance pricing $             Yes, apply performance pricing

EXHIBIT D

TRANSACTION REPORT

[EXCEL spreadsheet to be provided separately from lending officer]

SVB Financial Group is proud of our business relationships and occasionally like to promote these relationships. We would like to use your company’s information and logo for promotional and marketing purposes in SVB Financial Group member businesses (collectively “SVB”) materials. While we would appreciate your consent to all of the uses listed below, please review and select all of the uses that you consent to below.

☐ Marketing: You consent to SVB’s use of Company’s name, logo and images provided to us in written and oral presentations, advertising, marketing and PR materials, professional lists, and Web sites.

☐ Deal Terms: You consent to SVB’s inclusion of the size and type of any loan or credit facility alongside your company’s name in any oral presentations, advertising, marketing and PR materials, customer lists, and Web sites.

☐ Reference: You consent to SVB’s use of Company and representatives’ names as a reference for SVB.

☐ Testimonial: You consent to SVB’s use of Company and representatives’ names and quotations in written and oral presentations, marketing and PR materials, and Web sites. Our practice is to send you a draft of any quotation concerning Company prior to publishing.

☐ News release: You consent to SVB’s use of Company’s name, trademarks, service marks, quotations, and images provided to us in the SVB’s news releases concerning Company. Our practice is to send you a draft of any news release concerning Company prior to publishing.

Logos: Please submit your company’s logo in:

• Full color and black and white versions, with or without taglines, and

• At least 300 dpi in EPS, TIF, or JPG formats - please do not send PDF or Web site logos.

Names: Please make sure to print the Company name, and any individual names and titles as you would like them displayed in materials or lists.                                                                                                                                                                                                                     

Company Name

You grant to SVB a limited license to use the information for the limited purposes above, which you can revoke upon written notice to SVB. The signer below acknowledges that he or she has authority to bind the Company to this consent. SVB will not be responsible for versions that were printed prior to receiving notice revoking any such consent. Company is solely responsible for defense and maintenance of its intellectual property.

Please return this completed form via email to ***. If you have any questions, contact the SVB Marketing Department at ***.

ACCEPTED AND AGREED ON BEHALF OF                      (“COMPANY” OR “YOU”:

Name and Title	Signature	Date
Address
Phone Number	Email

FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 28 day of June, 2017, by and between SILICON VALLEY BANK (“Bank”) and SUMO LOGIC, INC., a Delaware corporation (“Borrower”) whose address is 305 Main Street, Redwood City, CA 90463.

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 31, 2016 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.    Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.    Borrower has requested that Bank amend the Loan Agreement to (i) extend the Revolving Line Maturity Date and (ii) make certain other revisions to the Loan Agreement as more fully set forth herein.

D.    Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms. subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.    Amendments to Loan Agreement.

2.1    Section 2.1.1 (Revolving Advances). Section 2.1.1(a) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(a)    Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.”

2.2    Section 2.2 (Overadvances). Section 2.2 of the Loan Agreement hereby is amended by deleting the reference to “the Default Rate” therein and inserting in lieu thereof “a per annum rate equal to the rate that is otherwise applicable to Advances plus five percent (5.0%)’’.

2.3    Section 3.2 (Conditions Precedent to all Credit Extensions). Subsections (a) and (b) of Section 3.2 of the Loan Agreement hereby are amended and restated in their entirety and replaced with the following:

“(a)    timely receipt of the Credit Extension request and any materials and documents required by Section 3.4;

(b)    the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and”

2.4    Section 3.3 (Condition Precedent to Credit Extensions in Excess of Ten Million Dollars ($10,000,000). Section 3.3 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“3.3    Condition Precedent to Credit Extensions in Excess of Ten Million Dollars ($10,000,000). Prior to the aggregate amount of Credit Extensions made by Bank to Borrower exceeding Ten Million Dollars ($10,000,000) for the first time, Borrower shall provide Bank with a Warrant to Purchase an amount of Borrower’s Series F Preferred Stock which would, on a fully-diluted basis, represent a one hundredth of one percent (0.01%) ownership in Borrower if exercised (the “Additional Warrant”). The Additional Warrant shall be documented in a form substantially similar to the Initial Warrant.”

2.5    Section 3.5 (Procedures for Borrowing). Section 3.5 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“3.5 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance (other than Advances under Section 2.1.2),

Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding Date of the Advance. Such notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances. In connection with any such notification, Borrower must promptly deliver to Bank by electronic mail or through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in its sole discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due.”

2.6    Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(b) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(b)    if any Advances are outstanding, within thirty (30) days after the last day of each month, or (b) if no Advances are outstanding, within thirty (30) days after the last day of each fiscal quarter, Details of Borrower’s Recurring revenue including, without limitation, total Recurring Revenue, total customers, new subscriptions in process, the Advance Rate and the Churn Percentage;”

2.7    Section 6.3 (Accounts Receivable). Section 6.3(c) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(c)    Collection of Accounts. Borrower shall direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox account, or such other “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”). Subject to Bank’s right to maintain a reserve pursuant to Section 6.3(g), all amounts received in the Cash Collateral Account shall be applied to immediately reduce the Obligations (unless Bank, in its sole discretion, at times when an Event of Default exists, elects not to so apply such amounts). In the event that an Event of Default has occurred and is continuing, Borrower hereby authorizes Bank to transfer to the Cash Collateral Account any amounts that Bank reasonably determines are proceeds of the Accounts (provided that Bank is under no obligation to do so and this allowance shall in no event relieve Borrower of its obligations hereunder).”

2.8    Section 6.3 (Accounts Receivable). Section 6.3(d) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(d)    Verifications: Confirmations; Credit Quality; Notifications. Bank may, from time to time, (i) verify and confirm directly with the respective Account

Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account and/or (ii) conduct a credit check of any Account Debtor to approve any such Account Debtor’s credit.

2.9    Section 6.3 (Accounts Receivable). Section 6.3 of the Loan Agreement hereby is amended by inserting the following appearing as subsection (1) thereto:

“(f)    Reserves. Notwithstanding any terms in this Agreement to the contrary, at times when an Event of Default exists, Bank may hold any proceeds of the Accounts and any amounts in the Cash Collateral Account that are not applied to the Obligations pursuant to Section 6.3(c) above as a reserve to be applied to any Obligations regardless of whether such Obligations are then due and payable.”

2.10    Section 6.14 (Online Banking). New Section 6.14 is inserted immediately following Section 6.13 of the Loan Agreement hereby, as follows:

“6.14 Online Banking. Utilize Bank’s online banking platform for all matters requested by Bank which shall include, without limitation (and without request by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval for exceptions, requesting Credit Extensions, and uploading financial statements and other reports required to be delivered by this Agreement (including, without limitation, those described in Section 6.2 of this Agreement).”

2.11    Section 8.2 (Covenant Default). Section 8.2(a) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.7, 6.8, 6.9, 6.12, 6.13, 6.14 or violates any covenant in Section 7; or”

2.12    Section 9.2 (Power of Attorney). Section 9.2 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following the occurrence of an Event of Default, to: (a) endorse Borrower’s name on any checks, payment instruments, or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the

Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminated.”

2.13    Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement hereby are amended and restated in their entirety and replaced with the following:

“Revolving Line Maturity Date” is April 30, 2019.

“Warrant” is (i) the Initial Warrant, (ii) the First Amendment Effective Date Warrant and (iii) the Additional Warrant (if any) as defined in Section 3.3 hereof.”

2.14    Section 13 (Definitions). The following new defined terms are hereby inserted alphabetically in Section 13.1of the Loan Agreement, as follows:

“First Amendment Effective Date” is June 4, 2017.

“First Amendment Effective Date Warrant” that certain Warrant to Purchase Stock dated as of the First Amendment Effective Date executed by Borrower in favor of Bank.

2.15    Section 13 (Definitions). The following defined terms set forth in Section 13.1 of the Loan Agreement hereby are deleted in their entirety:

“Transaction Report”

2.16    Exhibit C. Exhibit C to the Loan Agreement hereby is replaced with Exhibit C attached hereto.

2.17    Exhibit D. The Transaction Report (as defined in the Loan Agreement until the date of this Amendment) appearing as Exhibit D to the Loan Agreement is deleted in its entirety.

3.    Limitation of Amendments.

3.1    The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2    This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3    The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

4.7    This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5.    Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of June 28, 2017, and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Perfection Certificate have not changed, as of the date hereof.

6.    Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

7.    Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8.    Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of the First Amendment Effective Date Warrant, (c) Borrower’s payment of (i) a fully-earned, non-refundable amendment fee in an amount equal to Seven Thousand Five Hundred Dollars ($7,500) and (ii) Bank’s legal fees and expenses incurred in connection with this Amendment and (d) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK			BORROWER
SILICON VALLEY BANK			SUMO LOGIC. INC.
By:	/s/ Julian Nash	By:	/s/ Ramin Sayar
Name:	Julian Nash	Name:	Ramin Sayar
Title:	VP	Title:	President + CEO

SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 22 day of April, 2019, by and between SILICON VALLEY BANK (“Bank”) and SUMO LOGIC, INC., a Delaware corporation (“Borrower”) whose address is 305 Main Street, Redwood City, CA 90463.

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 31, 2016, as amended by that certain First Amendment to Loan and Agreement by and between Borrower and Bank dated as of June 28, 2017 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.    Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.    Borrower has requested that Bank amend the Loan Agreement to extend the Revolving Line Maturity Date.

D.    Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.    Amendments to Loan Agreement.

2.1    Section 13 (Definitions). The following term and its definition set forth in Section 13.1 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“Revolving Line Maturity Date” is June 30, 2019.

2.2    New Addendum 1 is hereby added to the Perfection Certificate in the form attached hereto.

3.    Limitation of Amendments.

3.1    The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2    This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3    The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

4.7    This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms,

except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5.    Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated on or prior to the Effective Date and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Perfection Certificate have not changed, as of the date hereof, with the exception of inclusion of Addendum 1 to the Perfection Certificate attached hereto.

6.    Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

7.    Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8.    Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with this Amendment and (c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK			BORROWER
SILICON VALLEY BANK			SUMO LOGIC. INC.
By:	/s/ Ashlee Kaji	By:	/s/ Sydney Carey
Name:	Ashley Kaji	Name:	Sydney Carey
Title:	Director	Title:	CFO

Addendum 1 to Perfection Certificate

1. Is the Company any of the following:

a. a public company or an issuer of securities that are registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934 or that is required to file reports under Section 15(d) of that Act;

b. an investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940;

c. an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940; or

d. a pooled investment vehicle operated or advised by a regulated financial institution (including an SEC-registered investment adviser)?

Yes  ☐    No  ☒

If yes, skip to the signature page below. If no, continue to question 2:

2. Is the Company a pooled investment vehicle that is not operated or advised by a regulated financial institution?

Yes  ☐    No  ☒

If yes, skip to question 4 below. If no, continue to question 3:

3. Does any individual, directly or indirectly (for example, if applicable, through such individual’s equity interests in the Company’s parent entity), through any contract, arrangement, understanding, relationship or otherwise, own 25% or more of the equity interests of the Company:

Yes    ☐    No  ☒

If yes, complete the following information. If no, continue to question 4 below.

	Name	Date of birth	Residential address	For US Persons, Social Security Number: (non-US persons should provide SSN if available)	For Non-US Persons: Type of ID, ID number, country of issuance, expiration date	Percentage of ownership (if indirect ownership, explain structure)
1
2
3
4

4. Identify one individual with significant responsibility for managing the Company, i.e., an executive officer or senior manager (e.g., Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Chief Operating Officer, Managing Member or General Partner) or any other individual who regularly performs similar functions. If appropriate, an individual listed in the Perfection Certificate above may also be listed here.

	Name	Date of birth	Residential address	For US Persons, Social Security Number: (non-US persons should provide SSN  if available)	For Non-US Persons: Type of ID, ID number, country of issuance, expiration  date
1	To be provided separately

[Balance of Page Intentionally Left Blank]

The undersigned hereby certifies, to the best of his or her knowledge, that the information set out in this Addendum 1 to Perfection Certificate and the Perfection Certificate is true, complete and correct.

Date: 22 April 2019

By:	/s/ Sydney Carey
Name:	Sydney Carey
Title:	CFO
Email:	***

[Signature Page to Addendum 1 to Perfection Certificate]

THIRD AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of June, 2019, by and between SILICON VALLEY BANK (“Bank”) and SUMO LOGIC, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 31, 2016 (as the same may from time to time be amended, modified, supplemented or restated, including without limitation, by that certain First Amendment to Loan and Security Agreement by and between Borrower and Bank dated as of June 28, 2017, and that Second Amendment to Loan and Security Agreement by and between Borrower and Bank dated as of April 22, 2019, collectively, the “Loan Agreement”).

B.    Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.    Borrower has requested that Bank amend the Loan Agreement to extend the Revolving Line Maturity Date.

D.    Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

Now, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.    Amendment to Loan Agreement.

2.1    Section 13 (Definitions). The following term and its respective definition hereby is amended and restated in its entirety in Section 13.1 of the Loan Agreement as follows:

“Revolving Line Maturity Date” is July 31, 2019.

3.    Limitation of Amendment.

3.1    This Amendment is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2    This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3    The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

4.7    This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5.    Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated on or prior to the Effective Date and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Perfection Certificate have not changed, as of the date hereof, with the exception of inclusion of Addendum 1 delivered in connection with the Second Amendment to Loan and Security Agreement.

6.    Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

7.    Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8.    Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with this Amendment, and (c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK		BORROWER
SILICON VALLEY BANK		SUMO LOGIC, INC.
By:	/s/ Ashlee Kaji	By:	/s/ Sydney Carey
Name:	Ashlee Kaji	Name:	Sydney Carey
Title:	Director	Title:	CFO

[Signature Page to Third Amendment to Loan and Security Agreement]

FOURTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of July, 2019, by and between SILICON VALLEY BANK (“Bank”) and SUMO LOGIC, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 31, 2016 (as the same may from time to time be amended, modified, supplemented or restated, including without limitation, by that certain First Amendment to Loan and Security Agreement by and between Borrower and Bank dated as of June 28, 2017, that certain Second Amendment to Loan and Security Agreement by and between Borrower and Bank dated as of April 22, 2019, and that certain Third Amendment to Loan and Security Agreement by and between Borrower and Bank dated as of June 30, 2019, collectively, the “Loan Agreement”).

B.    Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.    Borrower has requested that Bank amend the Loan Agreement to (i) extend additional credit to Borrower, (ii) extend the Revolving Line Maturity Date, and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein.

D.    Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

Now, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.    Amendment to Loan Agreement.

2.1    Section 3.3 (Condition Precedent to Credit Extensions in Excess of Ten Million Dollars ($10,000,000) ). Section 3.3 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“3.3 Condition Precedent to Credit Extensions in Excess of Ten Million Dollars ($10,000,000). Prior to the aggregate amount of Credit Extensions made by Bank to Borrower exceeding Ten Million Dollars ($10,000,000) for the first time after the Fourth Amendment Effective Date, Borrower shall provide Bank with a Warrant to Purchase 10,530 shares of

Borrower’s Series G Preferred Stock (or Common Stock issued upon conversion thereof) (the “Additional Warrant”). The Additional Warrant shall be documented in a form substantially similar to the Fourth Amendment Effective date Warrant.”

2.2    Section 6.8 (Operating Accounts). Section 6.8(a) of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(a)     Maintain its primary and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank, which accounts shall represent an amount equal to the lesser of (i) Fifty Million Dollars ($50,000,000), or (ii) eighty-five percent (85%) of the dollar value of all amounts held in Borrower’s and such Subsidiaries’ accounts at all financial institutions.”

2.3    Section 6.12 (Formation or Acquisition of Subsidiaries). Section 6.12 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“6.12    Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.”

2.4    Section 7.1 (Dispositions). Section 7.1 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“7.1    Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower pe 1111itted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States and (g) consisting of the use of cash in the ordinary course of business to the extent not otherwise prohibited hereunder.”

2.5    Section 7.2 (Changes in Business, Management, Control or Business Locations). Section 7.2 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“7.2    Changes in Business, Management, Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) days after his/her departure from Borrower; or (d) permit or suffer any Change in Control.

Borrower shall not, without at least thirty (30) days prior written notice to Bank (1) change its jurisdiction of organization, (2) change its organizational structure or type, (3) change its legal name, or (4) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.”

2.6    Section 7.3 (Mergers or Acquisitions). Section 7.3 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“7.3    Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division) (any such transaction, a “Merger”); provided, however, that Bank’s written consent shall not be required for (i) any Merger where immediately after giving effect thereto Borrower’s Liquidity is greater than One Hundred Million Dollars ($100,000,000), or (ii) one or more Mergers effected in a single fiscal year with aggregate cash consideration paid of no more than Fifteen Million Dollars ($15,000,000) (the “Annual M&A Allowance”), so long as immediately after giving effect thereto Borrower’s Liquidity is at least Thirty Million Dollars ($30,000,000) and provided further that in either of (i) or (ii) above, Borrower has provided Bank with evidence reasonably satisfactory to Bank in its good faith business judgment demonstrating Borrower’s Liquidity in the amounts referenced in either of (i) or (ii) above, as applicable. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.”

2.7    Section 13 (Definitions). The following terms and their respective definitions hereby are added, or amended and restated in their entirety, in Section 13.1 of the Loan Agreement, as appropriate, as follows:

“Division” means, in reference to any Person which is an entity, the division of such Person into two (2) or more separate Persons, with the dividing Person either continuing or terminating its existence as part of such division, including, without limitation, as contemplated under Section 18-217 of the Delaware Limited Liability Company Act for limited liability companies formed under Delaware law, or any analogous action taken pursuant to any other applicable law with respect to any corporation, limited liability company, partnership or other entity.

“Fourth Amendment Effective Date” is July 30, 2019.

“Fourth Amendment Effective Date Warrant” that certain Warrant to Purchase Stock dated as of the Fourth Amendment Effective Date executed by Borrower in favor of Bank.

“Liquidity” is, at any time, the sum of (a) the aggregate amount of unrestricted cash held at such time by Borrower in Deposit Accounts maintained with Bank, plus (b) the aggregate amount of unrestricted cash held at such time by Borrower outside Bank, but subject to Control Agreements in favor of Bank, plus (c) the Foreign Accounts, plus (d) the Availability Amount.

“Quick Assets” is, on any date, the sum of (a) Borrower’s consolidated, unrestricted cash and Cash Equivalents maintained with Bank and Bank’s Affiliates, plus (b) the aggregate amount of unrestricted cash held at such time by Borrower outside Bank, but subject to Control Agreements in favor of Bank, plus (c) Borrower’s net billed accounts receivable, plus (d) the Foreign Accounts.

“Revolving Line” is an aggregate principal amount equal to Twenty-Five Million Dollars ($25,000,000); provided, however, that so long as no Event of Default has occurred, Borrower may request, during the term of this Agreement, that Bank increase the amount of the Revolving Line to an amount up to Fifty Million Dollars ($50,000,000). Any increase in the amount of the Revolving Line shall be made in Bank’s sole discretion, based, in whole or in part on the following: (i) Bank’s review of Borrower’s most recent financial statements; (ii) Bank’s internal risk management review and credit approval and (iii) Bank and Borrower entering into the an amendment to this Agreement in form and substance acceptable to Bank in its sole discretion (including but not limited to address pricing and structural changes).

“Revolving Line Maturity Date” is July 31, 2021.

“Warrant” is (i) the Initial Warrant, (ii) the First Amendment Effective Date Warrant, (iii) the Fourth Amendment Effective Date Warrant, and (iv) the Additional Warrant (if any) as defined in Section 3.3 hereof.

2.8    Exhibit C (including Schedule 1) of the Loan Agreement hereby is replaced with Exhibit C (including Schedule 1) attached hereto.

3.    Limitation of Amendment.

3.1    This Amendment is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2    This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    Borrower has the power and authority to execute and deliver this

Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3    The organizational documents of Borrower delivered to Bank on the

Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    The execution and delivery by Borrower of this Amendment and the

performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6    The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

4.7    This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms,

except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5.    Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated on or prior to the Effective Date and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Perfection Certificate have not changed, as of the date hereof, with the exception of inclusion of Addendum 1 delivered in connection with the Second Amendment to Loan and Security Agreement.

6.    Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

7.    Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8.    Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of (i) this Amendment by each party hereto, and (ii) the Fourth Amendment Effective Date Warrant, and (b) Borrower’s payment of (i) an amendment fee in an amount equal to Ten Thousand Dollars ($10,000), and (ii) Bank’s legal fees and expenses incurred in connection with this Amendment, and (c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK		BORROWER
SILICON VALLEY BANK		SUMO LOGIC, INC.
By:	/s/ Ashlee Kaji	By:
Name:	Ashlee Kaji	Name:
Title:	Director	Title:

[Signature Page to Fourth Amendment to Loan and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK	BORROWER
SILICON VALLEY BANK	SUMO LOGIC, INC.
By:	By:	/s/ Sydney Carey
Name:	Name: Title:	Sydney Carey CFO
Title:

[Signature Page to Fourth Amendment to Loan and Security Agreement]

EXHIBIT C

COMPLIANCE CERTIFICATE

TO:	SILICON VALLEY BANK	Date:
FROM:	SUMO LOGIC, INC.

The undersigned authorized officer of SUMO LOGIC, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):(1) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenants	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes	No
Annual financial statement (CPA Audited, if required by Borrower’s board of directors) + CC	FYE within 180 days	Yes	No
Annual financial statement (company prepared)	FYE within 30 days
10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes	No
SaaS Metrics Report	Monthly within 30 days	Yes	No
Projections	FYE within 30 days	Yes	No

Performance Pricing		Applies
Adjusted Quick Ratio greater than or equal to 1.75:1.00	Prime + 0.25%	Yes	No
Adjusted Quick Ratio less than 1.75:1.00	Prime + 0.75%	Yes	No

The following analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

Other Matters

Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes provide copies of any such amendments or changes with this Compliance Certificate. Yes No

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

SUMO LOGIC, INC.	BANK USE ONLY
	Received by:
By:		AUTHORIZED SIGNER
Name:	Date:
Title:
	Verified:
		AUTHORIZED SIGNER
	Date:
	Compliance Status:    Yes     No

Schedule 1 to Compliance Certificate

I.         Performance Pricing — Adjusted Quick Ratio (Section 2.3(a))
Required:                     1.75:1.00 for Performance Pricing
Actual:
A.         Aggregate value of the unrestricted cash at Bank and Bank’s Affiliates + Foreign Accounts	$
B.         Aggregate value of the net billed accounts receivable of Borrower	$
C.         Aggregate value of the unrestricted cash held at such time by Borrower outside Bank, but subject to Control Agreements in favor of Bank
D.         Quick Assets (the sum of lines A, B and C) $	$
E.         Aggregate value of Obligations owing from Borrower to Bank     $	$
F.         Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year (less any deferred revenue balances)     $	$
G.         Current Liabilities (the sum of lines E and F) $	$
H.         Quick Ratio (line D divided by line G)

Is line H equal to or greater than 1.75:1:00?
	No, no performance pricing      Yes, apply performance pricing

FIFTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 26, 2020 (the “Fifth Amendment Effective Date”), by and between SILICON VALLEY BANK (“Bank”) and SUMO LOGIC, INC., a Delaware corporation (“Borrower”).

RECITALS

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 31, 2016 (as the same may from time to time be further amended, modified, supplemented or restated, including without limitation, by that certain First Amendment to Loan and Security Agreement dated as of June 28, 2017, that certain Second Amendment to Loan and Security Agreement dated as of April 22, 2019, that certain Third Amendment to Loan and Security Agreement dated as of June 30, 2019, and that certain Fourth Amendment to Loan and Security Agreement dated as of July 30, 2019, collectively, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement to (i) extend additional credit to Borrower, (ii) extend the Revolving Line Maturity Date, and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein.

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2. Amendments to Loan Agreement.

2.1 Section 2.3 (Payment of Interest on the Credit Extensions). Section 2.3(a) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(a) Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the greater of (i) three quarters of one percentage point (0.75%) above the Prime Rate, and (ii) five and one quarter percentage points (5.25%) (the “Interest Rate”); provided, however, if Borrower’s Adjusted Quick Ratio

(measured as of the last day of each month) is equal to or greater than 1.75 to 1.00, the Interest Rate for the month following such measuring period shall instead equal the greater of (i) one quarter of one percentage point (0.25%) above the Prime Rate, or (ii) four and three quarters percentage points (4.75%), which interest shall be payable monthly in accordance with Section 2.3(d) below.”

2.2 Section 2.4 (Fees). Section 2.4 of the Loan Agreement hereby is amended and restated by (i) amending Subsections (a) and (b) to read as follows, and (ii) renumbering the prior Subsections (b) and (c) to reflect Subsections (c) and (d):

“(a) Revolving Line Anniversary Fees. Fully earned, non-refundable anniversary fees of Fifty Thousand Dollars ($50,000) each (each, an “Anniversary Fee”) are earned as of the Fifth Amendment Effective Date and re due and payable on each of (I) the Fifth Amendment Effective Date, and (II) the earlier to occur of (A) the one (1) year anniversary of the Fifth Amendment Effective Date, (B) the termination of this Agreement, or (C) the acceleration of the Obligations following the occurrence of an Event of Default;

(b) Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last day of each calendar quarter occurring thereafter prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to fifteen one hundredths percentage points (0.15%) per annum of the average unused portion of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth in Section 2.3(d). The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding; and”

2.3 Section 6.2 (Financial Statements, Reports, Certificates). New Section 6.2(l) is hereby added to the Loan Agreement to read as follows:

“(l) prompt written notice of any changes to the beneficial ownership information set out in Section 13 to the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers.”

2.4 Section 6.8 (Operating Accounts). Section 6.8(a) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(a) Maintain its primary and its Subsidiaries’ primary operating and other deposit accounts and excess cash with Bank, which accounts shall represent an amount equal to the lesser of (i) Fifty Million Dollars ($50,000,000), or (ii) eighty-five percent (85%) of the dollar value of all amounts held in Borrower’s and

2

such Subsidiaries’ accounts at all financial institutions. In addition, Borrower shall use Bank as its primary provider of domestic business credit cards, letters of credit and cash management services from Bank.”

2.5 Section 6.9 (Intentionally Omitted). Section 6.9 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“6.9 Minimum Adjusted Quick Ratio. Maintain at all times, but tested monthly as of the last day of each month, an Adjusted Quick Ratio greater than or equal to 1.25 to 1.00.”

2.6 Section 7.1 (Dispositions). Section 7.1 of the Loan Agreement is hereby amended and restated to read as follows:

“7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (g) consisting of the use of cash in the ordinary course of business to the extent not otherwise prohibited hereunder and (h) by Borrower to any other Borrower or by any Subsidiary of Borrower to Borrower or another Subsidiary of Borrower.”

2.7 Section 7.3 (Mergers or Acquisitions). A new sentence is hereby added to the end of Section 7.3 to read as follows:

“A Borrower may merge or consolidate with another Borrower.”

2.8 Section 7.7 (Distributions; Investments). Section 7.7 of the Loan Agreement is hereby amended and restated to read as follows:

“7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of

3

Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, and (iv) any Subsidiary of Sumo Logic, Inc. may make dividends or distributions ratably on account of its capital stock; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.”

2.9 Section 7.8 (Transactions with Affiliates). Section 7.8 of the Loan Agreement is hereby amended and restated to read as follows:

“7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (i) 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, (ii) transactions between or among Borrowers, and (iii) transactions between and among Borrower and any of its Subsidiaries which are otherwise expressly permitted hereunder or between and among any Subsidiaries of Borrower.”

2.10 Section 7.11 (Subsidiary Assets). New Section 7.11 is hereby added to the Loan Agreement to read as follows:

“7.11 Subsidiary Assets. Permit the aggregate value of all unrestricted cash held by (i) JASK LABS LLC, a Delaware limited liability company, to exceed One Million Dollars ($1,000,000) at any time, and (ii) DRAGON MERGER SUB II, LLC, a California limited liability company, to exceed One Million Dollars ($1,000,000) at any time.”

2.11 Section 13 (Definitions). The following terms and their respective definitions hereby are added, or amended and restated in their entirety, in Section 13.1 of the Loan Agreement, as appropriate, as follows:

“Anniversary Fee” is defined in Section 2.4(a).

“Annualized Recurring Revenue” is defined as the first (1^st) year of annualized contract value from all of Borrower’s customers under contract at the end of the preceding period.

“Fifth Amendment Effective Date” is June 26, 2020.

“MRR” is defined as Borrower’s Annualized Recurring Revenue divided by twelve (12).

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, the Anniversary Fee, the Unused Revolving Line Facility Fee, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents (other than the Warrant), or otherwise, including, without limitation, all obligations relating to letters of

4

credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents (other than the Warrant).

“Permitted Indebtedness” (g) Indebtedness of Borrower to any Subsidiary or any other Borrower and Contingent Obligations of any Subsidiary with respect to obligations of Borrower (provided that the primary obligations are not prohibited hereby), and Indebtedness of any Subsidiary to Borrower or Contingent Obligations of any Borrower with respect to obligations of any Subsidiary in an aggregate principal amount not to exceed Two Hundred Thousand Dollars ($200,000) or any other Subsidiary and Contingent Obligations of any Subsidiary with respect to obligations of any other Subsidiary (provided that the primary obligations are not prohibited hereby) and Contingent Obligations of any Borrower with respect to obligations of any other Borrower;

“Permitted Investments” (g) Investments (i) by Borrower in Subsidiaries not to exceed Five Million Dollars ($5,000,000) in the aggregate in any trailing six (6) month period, (ii) by Subsidiaries in other Subsidiaries not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate in any fiscal year or in Borrower, and (iii) by Borrower in other Borrowers;

“Revolving Line” is an aggregate principal amount equal to Fifty Million Dollars ($50,000,000).

“Revolving Line Maturity Date” is June 26, 2022.

“Unused Revolving Line Facility Fee” is defined in Section 2.4(b).

2.12 Exhibit C (including Schedule 1) of the Loan Agreement hereby is replaced with Exhibit C (including Schedule 1) attached hereto.

3. Consent. Section 6.12 of the Loan Agreement provides that Borrower (i) shall cause any newly formed or acquired Subsidiary to become a co-borrower under the Loan Agreement and (ii) will provide Bank with all appropriate documents pledging all of the direct or beneficial ownership interest in such new Subsidiary. Subject to the terms of Section 9 below, Bank hereby agrees that JASK LABS LLC, a Delaware limited liability company, and DRAGON MERGER SUB II, LLC, a California limited liability company shall not be required to become a co-borrower or guarantor under the Loan Agreement.

4. Limitation of Amendment.

4.1 This Amendment is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

5

4.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

5. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

5.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

5.3 The organizational documents of Borrower delivered to Bank on or prior to the Fifth Amendment Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

5.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

5.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

5.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

6. Ratification of Perfection Certificate. Each Borrower hereby confirms and reaffirms, all and singular, the terms and disclosures contained in those certain Perfection

6

Certificates dated on or prior to the Fifth Amendment Effective Date and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Perfection Certificate have not changed, as of the date hereof.

7. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

8. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

9. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of (i) this Amendment by each party hereto, and (ii) a Corporate Borrowing Certificate from Borrower, (b) Borrower’s payment of (i) the Anniversary Fee (as defined in Section 2.11 of this Amendment) in an amount equal to Fifty Thousand Dollars ($50,000), and (ii) Bank’s legal fees and expenses incurred in connection with this Amendment, which, in each case, may be debited from any of Borrower’s accounts at Bank, and (c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[Balance of Page Intentionally Left Blank]

7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK

SILICON VALLEY BANK

By:	/s/ Charles Thor
Name:	Charles Thor
Title:	Managing Director

[Signature Page to Fifth Amendment to Loan and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BORROWER

SUMO LOGIC, INC.

By:	/s/ Sydney Carey
Name:	Sydney Carey
Title:	CFO

[Signature Page to Fifth Amendment to Loan and Security Agreement]

EXHIBIT C

COMPLIANCE CERTIFICATE

TO:	SILICON VALLEY BANK	Date:
FROM:	SUMO LOGIC, INC.

The undersigned authorized officer of SUMO LOGIC, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):(1) Borrower is in complete compliance for the period ending                                          with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenants	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes    No
Annual financial statement (CPA Audited, if required by Borrower’s board of directors) + CC	FYE within 180 days	Yes     No
Annual financial statement (company prepared)	FYE within 30 days
10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes    No
SaaS Metrics Report	Monthly within 30 days	Yes    No
Projections	FYE within 30 days	Yes    No

Performance Pricing		Applies
Adjusted Quick Ratio greater than or equal to 1.75:1.00	the greater of (i) Prime + 0.25%, or (ii) 4.75%	Yes    No
Adjusted Quick Ratio less than 1.75:1.00	the greater of (i) Prime + 0.75%, or (ii) 5.25%	Yes    No

The following analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Compliance Certificate.

Other Matters

Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes     No    

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

SUMO LOGIC, INC.	BANK USE ONLY
	Received by:
		AUTHORIZED SIGNER
By:
Name:	Date:
Title:
	Verified:
		AUTHORIZED SIGNER
	Date:
	Compliance Status:		Yes	No

Schedule 1 to Compliance Certificate

I. Adjusted Quick Ratio (Section 6.9)

Required: 1.25:1.00

Actual:

A.	Aggregate value of the unrestricted cash at Bank and Bank’s Affiliates + Foreign Accounts	$
B.	Aggregate value of the net billed accounts receivable of Borrower	$
C.	Aggregate value of the unrestricted cash held at such time by Borrower outside Bank, but subject to Control Agreements in favor of Bank
D.	Quick Assets (the sum of lines A, B and C)	$
E.	Aggregate value of Obligations owing from Borrower to Bank	$
F.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year (less any deferred revenue balances)	$
G.	Current Liabilities (the sum of lines E and F)	$
H.	Quick Ratio (line D divided by line G)

Is line H greater than or equal to 1.25:1:00?

No, not in compliance Yes, in compliance

II. Performance Pricing (Section 2.3(a))

Required: 1.75:1.00

Actual:

A.	Aggregate value of the unrestricted cash at Bank and Bank’s Affiliates + Foreign Accounts	$
B.	Aggregate value of the net billed accounts receivable of Borrower	$
C.	Aggregate value of the unrestricted cash held at such time by Borrower outside Bank, but subject to Control Agreements in favor of Bank
D.	Quick Assets (the sum of lines A, B and C)	$
E.	Aggregate value of Obligations owing from Borrower to Bank	$

F.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year (less any deferred revenue balances)	$
G.	Current Liabilities (the sum of lines E and F)	$
H.	Quick Ratio (line D divided by line G)

Is line H greater than or equal to 1.75:1:00?

No, no performance pricing Yes, apply performance pricing

CORPORATE BORROWING CERTIFICATE

BORROWER:	SUMO LOGIC, INC.	DATE:	June 26, 2020
BANK:	SILICON VALLEY BANK

I hereby certify as follows, as of the date set forth above:

1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below.

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware.

3. Attached hereto are true, correct and complete copies of Borrower’s Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth above. Such Certificate of Incorporation has not been amended, annulled, rescinded, revoked or supplemented, and remains in full force and effect as of the date hereof.

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Silicon Valley Bank (“Bank”) may rely on them until Bank receives written notice of revocation from Borrower.

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:

Name	Title	Signature	Authorized to Add or Remove Signatories
Sydney Carey	CFO		☐
Jennifer McCord	VP Finance & Chief Accounting Officer		☐
Raymond Yue	VP of FP&A		☐
			☐

RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.

RESOLVED FURTHER, that such individuals may, on behalf of Borrower:

Borrow Money. Borrow money from Bank.

Execute Loan Documents. Execute any loan documents Bank requires.

Grant Security. Grant Bank a security interest in any of Borrower’s assets.

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an interest and receive cash or otherwise use the proceeds.

Apply for Letters of Credit. Apply for letters of credit from Bank.

Enter Derivative Transactions. Execute spot or forward foreign exchange contracts, interest rate swap agreements, or other derivative transactions.

Issue Warrants. Issue warrants for Borrower’s capital stock.

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effect these resolutions.

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.

5. The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names.

By:
Name:	Sydney Carey
Title:	CFO

*** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower.

I, the CEO of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above.

By:
Name:	Ramin Sayar
Title:	CEO