DRS/A

As confidentially submitted to the Securities and Exchange Commission on September 5, 2023.

This Amendment No. 4 to the 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

RUBRIK, INC.

(Exact name of registrant as specified in its charter)

Delaware	7372	46-4560494
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

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

Bipul Sinha

Chief Executive Officer

Rubrik, Inc.

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

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

Copies to:

Jon C. Avina Calise Y. Cheng David R. Ambler Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 Peter McGoff Anne-Kathrin Lalendran Rubrik, Inc. 3495 Deer Creek Road Palo Alto, California 94304 (844) 478-2745 Richard A. Kline Sarah B. Axtell Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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

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

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

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.  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this 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.

Subject to Completion. Dated                 .

             Shares

Rubrik, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Rubrik, Inc.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $                 and $                . We intend to list our Class A common stock on the New York Stock Exchange under the symbol “RBRK.”

We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to                  votes and is convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately     % of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and principal stockholders representing approximately     % of such voting power.

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

See the section titled “Risk Factors” beginning on page 18 to read about factors you should consider before buying shares of our Class A common stock.

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.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to Rubrik, Inc.	$	$

⁽¹⁾  See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters.

To the extent that the underwriters sell more than                  shares of Class A common stock, the underwriters have the option to purchase up to an additional                  shares of Class A common stock from us at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on                 .

Goldman Sachs & Co. LLC Barclays Citigroup

Prospectus dated                 .

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	18
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	69
MARKET, INDUSTRY, AND OTHER DATA	71
USE OF PROCEEDS	72
DIVIDEND POLICY	73
CAPITALIZATION	74
DILUTION	77
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	80
BUSINESS	110
MANAGEMENT	132
EXECUTIVE COMPENSATION	141
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	158
PRINCIPAL STOCKHOLDERS	161
DESCRIPTION OF CAPITAL STOCK	164
SHARES ELIGIBLE FOR FUTURE SALE	171
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK	174
UNDERWRITING	178
LEGAL MATTERS	185
EXPERTS	185
WHERE YOU CAN FIND ADDITIONAL INFORMATION	185
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Through and including              (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.

You should rely only on the information contained in this prospectus or contained in any free-writing prospectus filed with the Securities and Exchange Commission. Neither we nor any of the underwriters has authorized anyone to provide you with 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 any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations, and growth prospects may have changed since that date.

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 of 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 Class A common stock and the distribution of this prospectus outside of the United States.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” 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, all references in this prospectus to “we,” “us,” “our,” “our company,” and “Rubrik,” refer to Rubrik, Inc. and its consolidated subsidiaries. Unless otherwise indicated, references to our “common stock” include our Class A common stock and Class B common stock.

RUBRIK, INC.

Overview

We are on a mission to secure the world’s data.

Cyberattacks are inevitable. Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks. We believe that the future of cybersecurity is data security—if your data is secure, your business is resilient.

We built Rubrik Security Cloud, or RSC, with Zero Trust design principles to secure data across enterprise, cloud, and SaaS applications. RSC delivers cyber resilience by being a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. This platform is architected to help organizations achieve cyber resilience, which encompasses cyber posture and cyber recovery. Our platform ultimately enables organizations to confidently accelerate digital transformation and leverage the cloud to realize business agility.

Traditional cybersecurity approaches have failed to not only prevent but also provide recovery from increasingly rampant and sophisticated cyberattacks. At the same time, legacy backup and recovery solutions have significant shortfalls in addressing cyber recovery and data security as they were primarily built for operational and natural disaster recoveries. They were not designed to enable reliable recovery from cyberattacks, nor were they designed to natively deliver cyber threat analytics and event response.

Architecture matters when it comes to securing data. At the very outset, we built a unique architecture that combines data and metadata from business applications across enterprise, cloud, and SaaS applications to create self-describing data as a time-series. Self-describing data contains information such as application context, user identity, data sensitivity, and application lineage. This allows us to apply artificial intelligence and machine learning directly to business data to understand emergent data security risks and deliver cyber recovery.

Our Zero Trust Data Security platform assumes that information technology infrastructure will be breached, and nothing can be trusted without authentication. Our data threat engine powered by artificial intelligence and machine learning analyzes the self-describing data time-series to derive

1

security intelligence from data and provide remediation recommendations. Automation is at the core of our architecture ethos. Our automated policy-driven platform delivers data security enforcement, incident response orchestration, and API integrations with the broader security ecosystem.

We use the following guiding principles to design our platform and products:

• Data resilience. Data is always available, notwithstanding cyberattacks, malicious insiders, and operational disruptions.

• Data observability. Data is continuously monitored to strengthen data security posture and minimize attack surface. Emergent security risks are identified, contained, and resolved.

• Data remediation. Points of infection are identified, threats are remediated, and impacted data assets are rapidly recovered without malware reinfection.

Our business is indexed to business data growth. Our customers’ need for our solutions grows in lockstep with their business data growth and their need for additional data security capabilities. We primarily sell subscriptions to our RSC platform through our sales team and partner network by employing a land and expand sales strategy. We land new customers by selling subscriptions to RSC to secure any one of four distinct types of data: private cloud (which we refer to as enterprise), enterprise NAS⁽¹⁾ (which we refer to as unstructured data), cloud, and SaaS applications. Expansion happens along three vectors: the growth of data from applications already secured by Rubrik; new applications secured; and additional data security products. This expansion is driven by a natural flywheel effect in which the value of our platform increases as our customers’ data grows across various applications. As organizations manage more data with RSC, they gain deeper insights into their data, strengthen their overall security posture, and reduce compliance risk. Our average subscription dollar-based net retention rate was 145% and 150% as of January 31, 2022 and 2023, respectively, and 146% as of July 31, 2023. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” included elsewhere in this prospectus for our definitions of these metrics.

Our platform’s broad applicability allows us to serve organizations of all sizes across a wide range of industries and geographies. As of July 31, 2023, we had more than 5,600 customers, increasing from over 5,000 customers as of January 31, 2023.

Organizations around the world rely on Rubrik to achieve business resilience in the face of cyberattacks, malicious insiders, and operational disruptions. As a result, we have experienced rapid growth, with our total revenue increasing from $506.1 million in the fiscal year ended January 31, 2022, or fiscal 2022, to $599.8 million in the fiscal year ended January 31, 2023, or fiscal 2023. Our total revenue was $287.3 million for the six months ended July 31, 2023. We measure our business on the basis of subscription annual recurring revenue, or Subscription ARR. Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers. Our Subscription ARR has grown from $271.7 million as of January 31, 2022 to $532.9 million as of January 31, 2023, representing a 96% increase. Furthermore, as of July 31, 2023, our Subscription ARR has grown to $655.0 million, representing a 72% increase compared to $381.5 million of Subscription ARR as of July 31, 2022. We have continued to invest in growing our business and advancing our solutions to capitalize on our market opportunity. As a result, in fiscal 2022, fiscal 2023, and for the six months ended July 31, 2023, we incurred net losses of $(254.4) million, $(277.7) million, and $(170.4) million, respectively. In fiscal 2022, fiscal 2023, and for the six months ended July 31, 2023, operating cash flow was $(82.8) million, $19.3 million, and $(24.2) million, respectively, and free cash flow was $(103.2) million, $(15.0) million, and $(36.7) million, respectively.

⁽¹⁾  Network-Attached Storage.

2

Industry Background

We believe that data is every organization’s most important asset, and that the following industry trends are driving a need for a new approach to data security:

Due to accelerated digitization, cloud adoption, and rapid data growth, organizations manage extensive, valuable data estates that are vulnerable to malicious actors.

• Accelerated digitization. Organizations are racing to deliver digital customer experiences, digitize operations, and implement new workforce models to drive higher productivity. The proliferation of new technologies has resulted in an increase in the surface area for cyberattacks.

• Cloud and SaaS adoption. As more organizations embrace numerous cloud and SaaS applications, the IT environment continues to become more fragmented. As a result, organizations lose visibility and control over where their data resides, how it is used, and who is using it.

• Data value is increasing. Data fuels organizational innovation, growth, and differentiation in the digital economy. The value of data further increases through a regulatory lens as organizations secure, manage, and govern their data to be compliant with industry and data privacy regulations (e.g., HIPAA, PCI, GDPR, CCPA). As data value increases, organizations face a growing threat of cyberattacks intent on exfiltrating data assets.

Recent AI progress forces organizations to contend with new data security, privacy, and compliance risks.

• GenAI adoption requires data security. Generative AI, or GenAI, breakthroughs have ushered in a technological paradigm shift that promises huge productivity gains for organizations. For enterprises to unlock competitive advantages, they need to build AI models based on data from their business applications. CIOs, CISOs, and senior technology leaders need to set guardrails to mitigate ensuing data security, privacy, and compliance risks.

• GenAI could lead to more sophisticated cyberattacks. Generative AI fuels new visual, auditory, and textual methods of attacks, increasing volume and sophistication of cyber incidents. Simultaneously, AI-based technologies will help organizations identify new vulnerabilities and navigate new data security risks.

Our digital economy demands organizations to have 24x7 application availability and resilience against cyberattacks, faults, and failures.

• 24x7 application availability is a business requirement. Organizations must ensure that their applications are available 24x7 to meet the demands of both customers and employees. Application availability requires organizations to withstand cyberattacks, malicious insiders, and operational disruptions, all of which can negatively impact the customer experience and operational efficiency.

• Cyberattacks are increasing in scale and sophistication. As organizations amass valuable data, malicious actors have increased their efforts to exploit it. Whether targeting end-customer data, or holding organizations hostage through breaches, cyber criminals are putting organizations at growing risk.

• Emergence of new infrastructure security paradigms. The increase in surface area for a potential cyberattack and the explosion of intrusions have driven increased cybersecurity budgets and new approaches to security. Organizations have evolved from using a full-trust,

3

perimeter-guarding security approach to a more stringent Zero Trust infrastructure security model that denies access by default. Despite this, cyberattacks continue to occur, and infrastructure security solutions cannot help reconstitute the business in the event of a cyberattack.

Organizations must comply with a growing and ever-evolving data compliance and regulatory landscape.

• Data compliance has become increasingly difficult. Compliance mandates for protecting sensitive data and user access are continually evolving and proliferating. As cyberattacks increase and enterprise AI adoption continues, organizations must navigate stricter regulations.

The culmination of these trends places organizations and their data assets at continuous risk. While organizations have increased security budgets and adopted advanced defenses, keeping up with evolving cyber threats remains a challenge as infrastructure continues to be compromised and data is breached. Securing data necessitates a new approach.

Limitations of Current Technologies

Current products and technologies struggle to meet the data security needs of today’s organizations and are limited by some or all of the following:

• Built for security or for backup and recovery, but not both;

• Inability to surface data security incidents for security operations;

• Inability to recover data after a cyberattack;

• Not built to manage and provide a unified view of hybrid multi-cloud environments;

• Inability to provide deep visibility and understanding of disparate data sources over time;

• Inability to orchestrate recovery of diverse data sources without malware reinfection;

• Existing solutions’ full trust security model increases software supply chain risk; and

• Difficult to use at scale and across data sources.

Our Data Security Platform

Rubrik has a unique Zero Trust Data Security approach to help organizations achieve business resilience against cyberattacks, malicious insiders, and operational disruptions. We believe a comprehensive cybersecurity strategy requires data security in addition to traditional infrastructure security approaches. We enable organizations to implement a Zero Trust framework at the data layer, deliver data availability that withstands the aforementioned adverse conditions, and uphold data integrity even when infrastructure is compromised.

RSC is a cloud native SaaS platform that secures data across disparate sources, allowing customers to have a single point of control from one user interface. RSC is built on a proprietary framework that represents time-series data and metadata generated across enterprise, cloud, and SaaS applications. We build products on top of RSC to address a myriad of use cases that help our customers achieve cyber resilience, from hardening their data security posture to cyber recovery. These use cases include protection and recovery from cyberattacks, malicious insiders, and operational disruptions; orchestration of cyber and operational recovery, failover/failback testing, and

4

cloud migration; sensitive data classification and over-privileged data access; monitoring for governance, regulatory compliance, and data breaches; and identification, containment, and remediation of ransomware and other security threats. Our access to time-series data and metadata allows us to deliver a breadth of products that span the following areas:

• Data Protection. Our data protection products are built for ease of deployment and use, scalability, and rapid recovery from cyberattacks, malicious insiders, and operational disruptions. We offer data protection products to manage enterprise, unstructured data, cloud, and SaaS applications.

• Data Threat Analytics. Our data threat analytics products use advanced machine learning to detect data threats and identify the blast radius of a cyberattack to enable a speedy recovery. They can also be used for threat hunting to continuously monitor for indicators of compromise commonly used by bad actors to establish persistent access, move laterally, or exfiltrate data.

• Data Security Posture. Our data security posture products strengthen cyber posture by locating sensitive data proliferation, in addition to identifying data risks. They can be used to discover where organizational data lives, sensitivity of data, and who has access to data.

• Cyber Recovery. Our cyber recovery products improve cyber readiness and incident response by providing orchestrated recovery from a cyberattack and threat containment to quarantine data infected with malware.

Our RSC platform is built to be highly flexible and scalable, enabling us to innovate and deliver new products in the future.

RSC secures data across enterprise, cloud, and SaaS applications, including:

• Enterprise: VMware, Microsoft Hyper-V, Microsoft SQL Server, Oracle, Microsoft Windows, Nutanix, Kubernetes, Cassandra, MongoDB, Linux, UNIX, AIX, NAS, Epic, and SAP HANA.

• Cloud/SaaS: GCP, Azure, AWS, and M365 (Microsoft Teams, SharePoint, Exchange Online, and OneDrive).

Architecture Matters

We believe the following attributes of our platform architecture allow us to offer a differentiated approach to data security:

• Time-Series Data and Metadata. Combines data and metadata together into self-describing data and records its history over time. Self-describing data gives us the full context of data to address security use cases and conduct cyber recovery. Our proprietary framework uniformly represents self-describing data across time for a multitude of applications.

• Zero Trust Design. Prevents threats to the data layer through native immutability, secure protocols, logical air gap, encryption, role-based access controls, multi-factor authentication, and native services.

• Data Threat Engine. Uses machine learning and threat intelligence to analyze our time-series data and metadata, detecting anomalies, encryption, content sensitivity, and malware.

• Automation. Delivers automated end-to-end policy management and enforcement, orchestration of security incident response, and API integrations.

5

Our Competitive Advantages

Key differentiating elements of our platform and approach include:

• Zero Trust architectural design for data security;

• Ability to surface data security incidents for security operations;

• Built to enable operational continuity following cyberattacks and other security incidents;

• Built to secure data across a hybrid multi-cloud environment;

• Built to detect and analyze anomalies, sensitive data, user risk, and security threats;

• Ability to automatically orchestrate complex recoveries without malware reinfection;

• Radical simplicity at scale to ensure ease of use across complex environments; and

• Fully extensible, API-first platform with a broad ecosystem of compatibility.

Key Benefits to Our Customers

Organizations choose Rubrik to:

• Achieve cyber and operational resilience;

• Strengthen data security posture;

• Secure, govern, and recover data across hybrid multi-cloud and SaaS applications;

• Comply with data regulations;

• Catalog and govern data assets; and

• Improve operational efficiency.

Our Opportunity

We believe our total addressable market opportunity for our platform will be approximately $31.8 billion by the end of calendar year 2023 and approximately $47.1 billion by the end of calendar year 2026, based on market estimates in Gartner® research, representing an average 14% compounded annual growth rate.⁽²⁾ These market estimates are as follows:

• Data Management. Based on market estimates in Gartner® research, we estimate that our addressable market for data management will be approximately $12.0 billion by the end of calendar year 2023, which includes $10.2 billion in Backup and Recovery Software and $1.8 billion in Archive Software.⁽³⁾ According to market estimates in Gartner® research, these markets will increase to $14.5 billion by the end of calendar year 2026.⁽⁴⁾

• Security. Based on market estimates in Gartner® research, we believe our addressable market for Application Security, Cloud Security, Cloud Security Posture Management, Data

⁽²⁾  Gartner, Inc., Forecast: Enterprise Infrastructure Software, Worldwide, 2021-2027, 2Q23 Update, June 2023; Gartner, Inc., Forecast: Information Security and Risk Management, Worldwide, 2021-2027, 2Q23 Update, June 2023; Gartner, Inc. Calculations performed by Rubrik, Inc. GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its affiliates in the United States and internationally and is used herein with permission. All rights reserved.

⁽³⁾  Gartner, Inc., Forecast: Enterprise Infrastructure Software, Worldwide, 2021-2027, 2Q23 Update, June 2023. Calculations performed by Rubrik, Inc.

⁽⁴⁾  Ibid. Calculations performed by Rubrik, Inc. Includes $12.5 billion in Backup and Recovery Software and $2.0 billion in Archive Software.

6

Privacy, Data Security, and Privileged Access Management Software will represent approximately $19.9 billion by the end of calendar year 2023 and approximately $32.6 billion by the end of calendar year 2026.⁽⁵⁾⁽⁶⁾

Our Growth Strategy

Key elements of our growth strategy include:

• Continuing to grow our platform and products;

• Growing our customer base;

• Expanding within our customer base;

• Innovating and extending our product leadership;

• Growing and harnessing our partner ecosystem;

• Expanding our global footprint; and

• Pursuing strategic acquisitions.

Risk Factors Summary

Investing in our Class A common stock involves numerous risks, including the risks described in the section titled “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and growth prospects.

• Our recent rapid growth may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects.

• If the market for data security solutions does not grow, our ability to grow our business and our results of operations may be adversely affected.

• We have a limited operating history, particularly with respect to our offering of RSC, which makes it difficult to forecast our future results of operations.

• If we are unable to attract new customers, our future results of operations could be harmed.

• We have a history of operating losses and may not achieve or sustain profitability in the future.

• If our customers do not renew their subscriptions for our data security solutions or expand their subscriptions to increase the amount of data secured, secure new applications, or include new features or capabilities, our results of operations could be harmed.

• If our data security solutions fail or do not perform as intended or are perceived to have defects, errors, or vulnerabilities, our brand and reputation will be harmed, which would adversely affect our business and results of operations.

⁽⁵⁾  Gartner, Inc., Forecast: Information Security and Risk Management, Worldwide, 2021-2027, 2Q23 Update, June 2023. Calculations performed by Rubrik, Inc. Includes $5.8 billion and $8.6 billion in Application Security, $5.6 billion and $10.6 billion in Cloud Security, $1.3 billion and $2.3 billion in Data Privacy, $3.7 billion and $5.6 billion in Data Security, and $2.1 billion and $2.7 billion in Privileged Access Management by the end of calendar years 2023 and 2026, respectively.

⁽⁶⁾  Gartner, Inc., Forecast Analysis: Cloud Security Posture Management, Worldwide, July 2023. Calculations performed by Rubrik, Inc. Includes $1.3 billion and $2.8 billion in Cloud Security Posture Management by the end of calendar years 2023 and 2026, respectively.

7

• Our information technology systems or data, or those of third parties upon which we rely, have in the past been, and may in the future be, compromised, which may damage our reputation and negatively affect our financial results. As a data security company, we may be specifically targeted by various threat actors who try to compromise our information technology systems or data.

• We expect our revenue mix and certain business factors to impact the amount of revenue recognized period to period, which could make period-to-period revenue comparisons not meaningful and make revenue difficult to predict.

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

• We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition, and results of operations could be harmed.

• The markets in which we participate are competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

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

• There are a limited number of contract manufacturers and original equipment manufacturers of commodity servers that are compatible with our data security solutions, and failure to accurately forecast demand for these commodity servers or successfully manage the relationship with such manufacturers could negatively impact the ability to sell our offerings.

• The dual class structure of our common stock as contained in our amended and restated certificate of incorporation has the effect of concentrating voting control with those stockholders who held our stock prior to this offering, including our executive officers, employees, and directors and their affiliates, and limiting your ability to influence corporate matters, which could adversely affect the trading price of our Class A common stock.

If we are unable to adequately address these and other risks we face, our business may be harmed.

Channels for Disclosure of Information

Following the closing 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, public conference calls, public webcasts, and our X (formerly Twitter) (@rubrikInc) and LinkedIn (www.linkedin.com/company/rubrik-inc) accounts. Information contained on, or accessible through, our website and accounts is not a part of this prospectus, and the inclusion of our website and account addresses in this prospectus is only as inactive textual references.

The information disclosed through 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.

8

Corporate Information

We were initially incorporated under the laws of the State of Delaware in December 2013 under the name ScaleData, Inc. We changed our name to Rubrik, Inc. in October 2014. Our principal executive offices are located at 3495 Deer Creek Road, Palo Alto, California 94304. Our telephone number is (844) 478-2745. Our website address is www.rubrik.com. Information contained on, or accessible through, our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is only as an inactive textual reference.

The Rubrik design logos, “Rubrik,” and our other registered or common law trademarks, trade names, or service marks appearing in this prospectus are the property of Rubrik, Inc. or its affiliates. Other trademarks, trade names, and service marks used in this prospectus are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ^®, ^™, or ^SM symbols.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to:

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

• reduced obligations with respect to financial data, including presenting only two years of audited financial statements;

• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; and

• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Class A common stock in this offering. However, we will cease to be an emerging growth company prior to the end of such five-year period if (i) we become a “large accelerated filer,” with at least $700 million of common equity securities held by non-affiliates; (ii) our annual gross revenue exceeds $1.235 billion; or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period, whichever occurs first.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, 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

9

standards would otherwise apply to private companies. We have elected to use this extended transition period to enable us to comply with certain new or revised accounting standards that have different effective dates for public and private companies 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.

10

THE OFFERING

Class A common stock offered                     shares

Option to purchase additional shares of Class A common stock in this offering                     shares

Class A common stock to be outstanding after this offering                     shares (or                  shares, assuming the option to purchase additional shares of Class A common stock is exercised in full)

Class B common stock to be outstanding after this offering                     shares

Total Class A common stock and Class B common stock to be outstanding after this offering                 shares (or                      shares, assuming the option to purchase additional shares of Class A common stock is exercised in full)

Use of proceeds We estimate that our net proceeds from the sale of our Class A common stock in this offering will be approximately $        million (or approximately $        million if the underwriters’ option to purchase additional shares is exercised in full), assuming an initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use a portion of the net proceeds we receive from this offering to repay approximately $         million that is outstanding under our term credit facility. We also intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may also use a portion of the remaining net proceeds for acquisitions of, or strategic investments in, complementary businesses, products, services, or technologies, although we do not currently have any agreements or commitments for any material acquisitions or investments. See the section titled “Use of Proceeds” for additional information.

Voting rights We have two classes of common stock: Class A common stock and Class B common stock.

11

Class A common stock is entitled to one vote per share and Class B common stock is entitled to                  votes per share and is convertible at any time into one share of Class A common stock.

Holders of Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering. Once this offering is completed, based on the number of shares outstanding as of                , the holders of our outstanding Class A common stock will beneficially own approximately                % of our outstanding shares and control approximately        % of the voting power of our outstanding shares, and our executive officers, directors, and stockholders holding more than 5% of our outstanding shares, together with their affiliates, will beneficially own, in the aggregate, approximately        % of our outstanding shares and control approximately        % of the voting power of our outstanding shares.

The holders of our outstanding Class B common stock will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction. See the sections titled “Principal Stockholders” and “Description of Capital Stock” for additional information.

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

Proposed NYSE trading symbol “RBRK”

The number of shares of our Class A common stock and Class B common stock that will be outstanding after this offering is based on no shares of our Class A common stock and 134,734,934 shares of our Class B common stock (including shares of our redeemable convertible preferred stock and convertible founders stock on an as-converted basis) outstanding as of July 31, 2023, and excludes:

• 3,407,586 shares of Class B common stock issuable upon the exercise of stock options outstanding as of July 31, 2023, with a weighted-average exercise price of $6.29 per share;

12

•                  shares of Class B common stock issuable upon the exercise of stock options granted subsequent to July 31, 2023, with a weighted-average exercise price of $             per share;

• 8,000,000 shares of Class B common stock issuable upon the exercise of stock options granted subsequent to July 31, 2023, with a weighted-average exercise price equal to our initial public offering price;

• 23,383,726 shares of Class B common stock issuable upon the vesting and settlement of restricted stock units, or RSUs outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition was satisfied as of July 31, 2023;

• 22,033,321 shares of Class B common stock issuable upon the vesting and settlement of RSUs outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering but the service-based condition was not satisfied as of July 31, 2023;

• 2,233,082 shares of Class B common stock issuable upon the vesting and settlement of RSUs outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering but the market-based conditions were not satisfied as of July 31, 2023;

•                      shares of Class B common stock issuable upon the vesting and settlement of RSUs granted subsequent to July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition has been satisfied;

•                      shares of Class B common stock issuable upon the vesting and settlement of RSUs granted subsequent to July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition has not been satisfied;

• 8,784,197 shares of Class B common stock reserved for future issuance under our Amended and Restated 2014 Stock Option and Grant Plan, or the 2014 Plan, as of July 31, 2023 (without giving effect to (i) an additional                      shares of Class B common stock reserved for future issuance under this plan subsequent to July 31, 2023, and (ii) the issuance of stock options and RSUs granted subsequent to July 31, 2023 to purchase                      shares of Class B common stock described above), which shares will be transferred to our 2023 Equity Incentive Plan, or the 2023 Plan, at the time the registration statement, of which this prospectus is a part, becomes effective;

•                      shares of Class A common stock reserved for future issuance under our 2023 Plan plus (i) the shares that remain available for grant of future awards under our 2014 Plan at the time our 2023 Plan becomes effective in connection with this offering, and (ii) shares underlying outstanding stock awards granted under our 2014 Plan that expire, or are forfeited, canceled, withheld, or reacquired; and

•                      shares of Class A common stock reserved for future issuance under our 2023 Employee Stock Purchase Plan, or 2023 ESPP, which will become effective in connection with this offering.

Our 2023 Plan and 2023 ESPP provide for annual automatic increases in the number of shares reserved thereunder. See the section titled “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

13

Unless otherwise indicated, all information in this prospectus assumes:

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

• our customer, annual recurring revenue, or ARR, and retention metrics do not include customers from our recent acquisition of Laminar Technologies, Inc.;

• the reclassification of 55,152,375 shares of common stock outstanding as of July 31, 2023 into an equal number of shares of Class B common stock and the authorization of our Class A common stock immediately prior to the closing of this offering;

• the automatic conversion of 74,182,559 shares of our redeemable convertible preferred stock outstanding as of July 31, 2023 into an equal number of shares of Class B common stock immediately prior to the closing of this offering;

• the automatic conversion of 5,400,000 shares of our convertible founders stock outstanding as of July 31, 2023 into an equal number of shares of Class B common stock immediately prior to the closing of this offering;

• no exercise of outstanding options and no settlement of outstanding RSUs; and

• no exercise by the underwriters of their option to purchase up to an additional                  shares of our Class A common stock in this offering.

14

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our consolidated financial and other data. We derived the summary consolidated statements of operations data for the fiscal years ended January 31, 2022 and 2023 (except for pro forma net loss per share attributable to common stockholders and weighted-average shares used to compute pro forma net loss per share attributable to common stockholders) from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated statements of operations data for the six months ended July 31, 2022 and 2023 and the summary consolidated balance sheet data as of July 31, 2023 from our unaudited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any future period, and our interim results are not necessarily indicative of results to be expected for the full year or any other period. When you read this summary consolidated financial and other data, it is important that you read it together with the historical consolidated financial statements and the related notes included elsewhere in this prospectus, as well as the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Consolidated Statements of Operations	Fiscal Year January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
	(in thousands, except per share amounts)
Revenue
Subscription	$	260,543		$	385,272		$	183,474		$	235,854
Maintenance		91,015			76,220			42,706			22,882
Other products		154,590			138,327			73,194			28,539
Total revenue		506,148			599,819			299,374			287,275
Cost of revenue
Subscription(1)		32,385			62,294			25,408			44,841
Maintenance(1)		20,463			15,059			8,902			4,020
Other products(1)		100,115			104,661			55,541			22,420
Total cost of revenue		152,963			182,014			89,851			71,281
Gross profit		353,185			417,805			209,523			215,994
Operating expenses
Research and development(1)		159,576			175,057			86,187			96,028
Sales and marketing(1)		355,492			417,542			204,939			232,977
General and administrative(1)		87,907			86,754			42,071			45,105
Total operating expenses		602,975			679,353			333,197			374,110
Loss from operations		(249,790	)		(261,548	)		(123,674	)		(158,116	)
Interest income		1,530			5,140			1,118			5,362
Interest expense		—			(11,709	)		(2,017	)		(11,705	)
Other income (expense), net		(1,301	)		(1,033	)		(485	)		(1,678	)
Loss before income taxes		(249,561	)		(269,150	)		(125,058	)		(166,137	)
Income tax expense		4,843			8,596			3,660			4,257
Net loss	$	(254,404	)	$	(277,746	)	$	(128,718	)	$	(170,394	)
Net loss per share, basic and diluted(2)	$	(4.40	)	$	(4.66	)	$	(2.17	)	$	(2.83	)
Weighted-average shares used in computing net loss per share, basic and diluted(2)		57,852			59,590			59,411			60,121

15

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

	Fiscal Year January 31,				Six Months Ended July 31,
	2022		2023		2022		2023
	(in thousands)
Cost of revenue
Subscription	$	1,175	$	53	$	45	$	4
Maintenance		816		34		31		—
Other products		485		140		129		6
Research and development		16,064		3,044		2,144		803
Sales and marketing		15,050		2,399		1,333		762
General and administrative		11,476		1,284		1,222		57
Total stock-based compensation expense*	$	45,066	$	6,954	$	4,904	$	1,632

* In connection with secondary sales of our common stock, stock-based compensation expense for fiscal 2022, fiscal 2023, and the six months ended July 31, 2022 and July 31, 2023 included $32.3 million, $5.0 million, $3.6 million, and $1.2 million of expense, respectively, related to the amount paid in excess of the estimated fair value of common stock as of the date of the transactions. See Note 10 to our consolidated financial statements included elsewhere in this prospectus for further details.

⁽²⁾  See Note 11 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted net loss per share attributable to common stockholders and the weighted-average number of shares used in the computation of the per share amounts.

Consolidated Balance Sheet Data	As of July 31, 2023
	Actual			Pro Forma(1)	Pro Forma As Adjusted(2)(3)
	(in thousands)
Cash, cash equivalents, and short-term investments	$	262,225		$	$
Working capital(4)		8,924
Total assets		739,026
Deferred revenue, current and noncurrent		961,359
Redeemable convertible preferred stock		714,713
Total stockholders’ (deficit) equity		(1,253,228	)

⁽¹⁾  The pro forma consolidated balance sheet data gives effect to (a) the automatic conversion of all outstanding shares of redeemable convertible preferred stock and convertible founders stock into an aggregate of 79,582,559 shares of Class B common stock, which will occur immediately prior to the closing of this offering, (b) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the closing of this offering, (c) stock-based compensation expense of $                 million as of July 31, 2023 related to stock options subject to service-based, performance-based, and market-based conditions, for which the performance-based condition will be satisfied in connection with this offering, and (d) stock-based compensation expense of $                 million as of July 31, 2023 related to RSUs subject to service-based and performance-based conditions, for which the performance-based condition will be satisfied in connection with this offering.

⁽²⁾  The pro forma as adjusted consolidated balance sheet data gives effect to (a) the items described in footnote (1) above, and (b) our receipt of estimated net proceeds from the sale of shares of Class A common stock that we are offering at an assumed initial public offering price of $                 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

⁽³⁾  A $1.00 increase (decrease) in the assumed initial public offering price of $                 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) each of cash, cash equivalents, and short-term investments, working capital, total assets, and total stockholders’ (deficit) equity by $                 million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. Similarly,

16

each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) each of cash, cash equivalents, and short-term investments, working capital, total assets, and total stockholders’ (deficit) equity by $                 million, assuming the assumed initial public offering price of $                 per share of Class A common stock remains the same, and after deducting the estimated underwriting discounts and commissions.

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

Key Business Metrics	As of January 31,				As of July 31,
	2022		2023		2022		2023
	(in thousands, except percentages and customers)
Subscription ARR(1)	$	271,735	$	532,929	$	381,510	$	655,022
Cloud ARR as a Percentage of Subscription ARR(1)		27%		45%		33%		58%
Average Subscription Dollar-Based Net Retention Rate(1)		145%		150%		146%		146%
Customers with $100,000 or Greater in Subscription ARR(1)		628		1,204		870		1,463

⁽¹⁾ See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” included elsewhere in this prospectus for our definitions of these metrics.

17

Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including our consolidated financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the trading price of our Class A common stock could decline, and you may lose some or all of your original investment.

Risks Related to Our Business

Our recent rapid growth may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects.

Our revenue was $506.1 million and $599.8 million for the fiscal year ended January 31, 2022, or fiscal 2022, and the fiscal year ended January 31, 2023, or fiscal 2023, respectively. You should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. Even if our revenue continues to increase, we expect that our revenue growth rate will decline in the future as a result of a variety of factors, including our transition to sales of Rubrik Security Cloud, or RSC, for which an increasing amount of our software revenue will be recognized ratably, and the loss of revenue from sales of Rubrik-branded commodity servers, or Rubrik-branded Appliances, as we transition the sale of Rubrik-branded Appliances from us to our contract manufacturers.

Overall growth of our revenue also depends on a number of factors, including our ability to:

• expand the features and functionality of our data security products;

• extend our product leadership to expand our addressable market;

• differentiate our data security products from products offered by others;

• successfully develop a substantial sales pipeline for our products;

• hire sufficient sales personnel to support our growth and reduce the time for such personnel to achieve desired productivity levels;

• market and price our data security products effectively so that we are able to attract new customers and expand sales to our existing customers;

• increase awareness of our brand on a global basis as a data security company to successfully compete with other companies;

• provide our customers with support that meets their needs;

• effectively leverage and expand our partner ecosystem;

• protect against security incidents;

• successfully protect our intellectual property in the United States and other jurisdictions; and

• expand to new international markets and grow within existing markets.

We may not successfully accomplish any of these objectives, and as a result, it is difficult for us to forecast our future results of operations. If the assumptions that we use to plan our business are incorrect or if we are unable to maintain consistent revenue or revenue growth, our stock price could

18

be volatile and we may not be able to achieve and maintain profitability. You should not rely on our revenue for any prior quarterly or annual periods as any indication of our future revenue or revenue growth.

In addition, we expect to continue to expend substantial financial and other resources on:

• expansion and enablement of our sales, services, and marketing organizations to increase brand awareness and drive adoption of our solutions;

• product development, including investments in our product development team and the development of new products, new features, and functionality for our platform and products;

• our cloud infrastructure technology, including systems architecture, scalability, availability, performance, and security;

• our partner ecosystem;

• international expansion;

• acquisitions or strategic investments;

• our information security program; and

• general administration, including increased legal, human resources, and accounting expenses associated with being a public company.

These investments may not result in increased revenue for our business. If we are unable to maintain or increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial condition, and results of operations will be harmed, and we may not be able to achieve or maintain profitability. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, decreased revenue growth associated with general macroeconomic and market conditions, volatility, or disruptions (including the effect of those events on our customers) and other unknown factors that may result in losses in future periods. If our revenue does not meet our expectations in future periods, our business, financial condition, and results of operations may be harmed.

If the market for data security solutions does not grow, our ability to grow our business and our results of operations may be adversely affected.

We believe our future success will depend in large part on the growth, if any, in the market for data security solutions. Traditionally, the cybersecurity industry has been focused on securing information technology infrastructure to prevent, detect, and investigate cyberattacks. Our platform brings a new approach to cybersecurity, which involves protecting our customers’ data across enterprise, cloud, and SaaS applications, observing the data itself to proactively identify emergent threats, remediating data security threats, and recovering protected data following a cybersecurity event. The market for data security solutions, such as our platform and data security products, is at an early stage and rapidly evolving. As such, it is difficult to predict this market’s potential growth, if any, customer adoption and retention rates, customer demand for data security platforms, or the success of existing competitive products. In the past, customer adoption of our platform and data security products has been driven by the need for data resilience due to increasing ransomware activity. We do not know whether the trends of increasing ransomware activity, or of increasing adoption of our platform and data security products such as ours that we have experienced in the past, will continue in the future. Any expansion in this market depends on a number of factors, including the cost, performance, and perceived value associated with our platform and data security products and those similar solutions of our competitors, including preference to manage security with existing infrastructure security tools alone, rather than investing in a platform based data security solution. The markets for some of our

19

solutions are new, unproven, and evolving, and our future success depends on growth and expansion of these markets. If our platform and data security products do not achieve widespread adoption or there is a reduction in demand for our platform and data security products due to a lack of customer acceptance, technological challenges, competing products or solutions, privacy concerns, decreases in corporate spending, weakening economic conditions, or otherwise, it could result in early terminations, reduced customer retention rates, or decreased revenue, any of which would adversely affect our business, financial condition, and results of operations. You should consider our business and growth prospects in light of the risks and difficulties we encounter in this new and evolving market.

We have a limited operating history, particularly with respect to our offering of RSC, which makes it difficult to forecast our future results of operations.

Although we were founded in December 2013, we only began offering our products and services in the fiscal year ended January 31, 2016 and we began offering RSC as a cloud native SaaS solution in fiscal 2023. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and forecast future growth. Our historical revenue growth should not be considered indicative of our future performance. Further, in future periods, we expect our revenue growth to slow and possibly decline for a number of reasons, including mix shifts in our platform, data security products, and the impact on our revenue recognition resulting from our transition from selling our products primarily on the basis of subscription term-based licenses to SaaS subscriptions. This could also adversely impact our ability to accurately predict our future revenue.

In addition, we operate in a new market for data security solutions, and as such we have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in new and rapidly changing markets, such as the risks and uncertainties described throughout this prospectus.

Moreover, in future periods, our revenue growth could slow or decline due to slowing demand for our platform or data security products, increasing competition, decreased productivity of our sales and marketing organization, failure to retain existing customers or expand existing subscriptions, changing technology, a decrease in the growth of our overall market, evolving macroeconomic conditions, such as high inflation and recessionary environments, or our failure, for any reason, to continue to take advantage of growth opportunities. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our financial condition and results of operations could differ materially from our expectations, and our business could suffer.

If we are unable to attract new customers, our future results of operations could be harmed.

To expand our customer base, we need to convince organizations to allocate a portion of their discretionary budgets to purchase our platform and data security products. Our sales efforts often involve educating organizations about the uses and benefits of our data security solutions. We may have difficulty convincing organizations of the value of adopting our data security solutions. Even if we are successful in convincing organizations that a platform like ours is critical to secure their data, they may not decide to purchase our data security solutions for a variety of reasons, some of which are out of our control. For example, any future deterioration in general economic conditions may cause organizations to cut their overall security and IT operations spending, and such cuts may fall disproportionately on data security solutions like ours. Macroeconomic concerns, customer financial difficulties, and constrained spending on security and IT operations may result in decreased revenue and adversely affect our financial condition and results of operations. Additionally, if the incidence of cyberattacks were to decline, or enterprises or governments perceive that the general level of

20

cyberattacks has declined, our ability to attract new customers could be adversely affected. We may face additional difficulties in attracting organizations that use legacy security and data management products to purchase our data security products if they believe that these legacy products are more cost-effective or provide a level of IT security that is sufficient to meet their needs. Furthermore, the use of our data security products to manage data security, movement, and restoration across data centers is relatively new, and if we are unable to convince organizations of the benefits of our data security products, then our business, financial condition, and results of operations could be adversely impacted.

We have a history of operating losses and may not achieve or sustain profitability in the future.

We have experienced net losses in each period since inception. We generated net losses of $(254.4) million and $(277.7) million for fiscal 2022 and fiscal 2023, respectively. As of January 31, 2023, we had an accumulated deficit of $(1,328.4) million. While we have experienced rapid revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of sales to achieve or maintain profitability in the future. In particular, as we expand the availability of our platform, increase our ability to secure data across multiple different sources, and extend our capabilities across data resilience, data observability, and data remediation, our ability to achieve and maintain profitability will be highly dependent on our ability to successfully market our platform and data security products to new and existing customers. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our data security products, including by introducing new features and functionality, and to expand our sales, marketing, and services teams to drive new customer adoption, expand the use of our data security products by existing customers, support international expansion, and implement additional systems and processes to effectively scale operations. We will also face increased compliance costs associated with growth, the planned expansion of our customer base and pipeline, international expansion, and being a public company. In addition, our data security solutions operate on a public cloud infrastructure provided by third-party vendors, including Google Cloud, or GCP, Microsoft Azure, or Azure, and Amazon Web Services, or AWS, and our costs and gross margins are significantly influenced by the prices we are able to negotiate with these public cloud providers. To the extent we are able to drive adoption of our platform and data security products, we may incur increased costs related to our public cloud contracts, which would negatively impact our gross margins. Our efforts to grow our business may be costlier than we expect, or the rate of our growth in revenue may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. In addition, our efforts and investments to implement systems and processes to scale operations may not be sufficient or may not be appropriately executed. As a result, we may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications, or delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business and Class A common stock may significantly decrease.

Furthermore, we have historically sold our products to customers as perpetual licenses with associated maintenance contracts or as subscription term-based licenses with associated support, and with respect to the latter, we recognized a portion of the revenue upfront at the time we transferred control of the subscription term-based license to the customer and deferred the remainder. Moving forward, we expect that many of our new and existing customers will continue to adopt RSC primarily on a SaaS subscription basis. For SaaS subscription revenue, we will recognize revenue ratably over the term of the subscription. While we recognize our SaaS subscription revenue ratably over the term of the subscription, our customers typically pay us for new multi-year subscriptions upfront and then annually upon one-year renewals. Recently, due to the growth in our SaaS product offerings and the uncertain macroeconomic environment, we have experienced an increase in customers making annual

21

payments instead of multi-year upfront payments, which has caused and may continue to cause volatility in our free cash flow and may have an adverse effect on our business and results of operations. In addition, we have historically sold Rubrik-branded Appliances that the customer enterprise data we secure relies upon. In the third quarter of fiscal 2023, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers. As a result of these changes in our business model, we began recognizing an increasing amount of our subscription revenue on a ratable basis, and as we continue to transition the sale of Rubrik-branded Appliances from us to our contract manufacturers, the amount of revenue we recognize from sales of Rubrik-branded Appliances will decline over time. We expect RSC to represent a majority of our total revenue by the end of the fiscal year ending January 31, 2024. This transition will adversely affect our revenue as well as our profitability through the fiscal year ending January 31, 2027.

If our customers do not renew their subscriptions for our platform and data security products or expand their subscriptions to increase the amount of data secured, secure new applications, or include new features or capabilities, our results of operations could be harmed.

In order for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions for our data security solutions, add data security products, and increase the volume of their data protected by our data security solutions, and that we expand our commercial relationships with our existing customers as they increase the volume of their data protected by our data security solutions and secure additional applications and workloads. Our customers have no obligation to renew their subscription for our data security solutions after the expiration of their contractual subscription period, which is generally three years, and in the normal course of business, some customers have elected not to renew their subscriptions. In addition, our customers may renew their subscriptions for shorter periods. Our customer retention and expansion may also decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our data security solutions, our pricing, customer prioritization of security, our customers’ spending levels, our customers’ ability to procure Rubrik-branded Appliances or other compatible third-party commodity servers to implement our data security products, mergers and acquisitions involving our customers, industry developments, competition, changing regulatory environments, and general economic conditions. Moreover, customers tend to expand their usage of our data security solutions over time as the amount of data they need to protect grows. As a result, strong customer retention over time generally leads to a higher degree of usage of our data security solutions. Therefore, a decline in customer retention may have a significant impact on our results of operations, including a decline in our average subscription dollar-based net retention rate, which could cause the price of our Class A common stock to decline or fluctuate. If our efforts to maintain and expand our relationships with our existing customers are not successful, our business, financial condition, and results of operations may suffer.

If our data security solutions fail or do not perform as intended or are perceived to have defects, errors, or vulnerabilities, our brand and reputation will be harmed, which would adversely affect our business and results of operations.

Our data security solutions are complex and, like all software, may contain undetected defects, errors, or vulnerabilities. Real or perceived defects, errors, or vulnerabilities in our data security solutions, the failure of our data security solutions to secure, observe, and restore our customers’ data, misconfiguration of our data security solutions, or the failure of customers to deploy our data security solutions in combination with industry best practices could harm our reputation, result in a loss of, or delay in, market acceptance of our data security solutions, result in a loss of existing or potential customers, and adversely affect our business, financial condition, and results of operations. We are continuing to evolve the features and functionality of our data security products through updates and enhancements, and as we do so, we may introduce defects, errors, or vulnerabilities that may not be detected until after deployment by our customers. In addition, implementation or use of our data

22

security solutions that is not correct or as intended may result in inadequate performance and disruptions in service. Moreover, if we acquire companies or technologies developed by third parties, difficulties integrating such acquired technologies may result in product flaws or software vulnerabilities.

Additionally, we cannot assure you that our data security solutions will prevent all data loss or other types of data security incidents, especially in light of the rapidly changing security threat landscape that our data security solutions seek to address. Due to a variety of both internal and external factors, our data security solutions could become vulnerable to security incidents (both from intentional attacks and accidental causes) that could cause them to fail to adequately secure or observe data or to restore data in the event of a security incident, such as a ransomware event or disaster.

Moreover, as our data security solutions are adopted by an increasing number of organizations worldwide, it is possible that such solutions may be subject to continued, persistent research and reconnaissance by threat actors in order to discover weaknesses in our technology that can be exploited. If our data security solutions are compromised, a significant number or, in some instances, all of our customers and their data could be adversely affected. The potential liability and associated consequences we could suffer as a result of such a large-scale event could be catastrophic and result in irreparable harm. Since our business is focused on providing data security services to our customers, an actual or perceived security incident affecting our internal systems, networks, or data would be especially detrimental to our reputation and our business.

Because we can access customer data in certain limited circumstances when providing customer support and such customer data in some cases may contain personal data or confidential information, a security compromise, or an accidental or intentional misconfiguration or malfunction of our platform, could result in personal data and other confidential information being compromised. If a high-profile ransomware attack occurs with respect to our or another cloud-based security platform or a third-party cloud provider, organizations may lose trust in SaaS platforms and associated products such as ours.

Organizations are increasingly subject to a wide variety of cyberattacks on their networks, systems, and data. If any of our customers experience a ransomware attack while using our data security solutions and are unable to secure, observe, or restore their data, such customer could discontinue use of our data security solutions, regardless of whether our data security solutions were adequately deployed, configured, or used to protect the data in the customer’s environment. Real or perceived security incidents involving our customers’ networks could cause disruption or damage to their networks or other negative consequences and could result in negative publicity to us, damage to our reputation, and other customer relations issues, any of which may adversely affect our revenue and results of operations.

In addition, errors in our data security solutions could cause system failures, loss of data, or other adverse effects for our customers, which may result in the assertion of warranty and other claims for substantial damages against us. The potential liability and associated consequences we could suffer as a result of such an incident could be catastrophic and cause irreparable harm to our reputation and results of operations. Although our agreements with our customers typically contain provisions that are intended to limit our exposure to such claims, it is possible that these provisions may not be effective or enforceable under the laws of some jurisdictions. While we seek to insure against these types of claims, our insurance policies may not adequately limit our exposure. These claims, even if unsuccessful, could be costly and time consuming to defend and could harm our business, financial condition, results of operations, and cash flows.

23

Our information technology systems or data, or those of third parties upon which we rely, have in the past been, and may in the future be, compromised, which may damage our reputation and negatively affect our financial results. As a data security company, we may be specifically targeted by various threat actors who try to compromise our information technology systems or data.

As a SaaS provider, the reliability and continuous availability of our platform is critical to our success. In the ordinary course of our business, we or the third parties upon which we rely, may collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share, or otherwise process proprietary and confidential data, including customer data which may include data about individuals, including various data categories and elements associated with an individual, intellectual property, and trade secrets, or collectively, Sensitive Information. We collect such information from individuals located both in the United States and abroad and may store or process such information outside the country in which it was collected.

Organizations, particularly organizations like ours that provide data security solutions, are subject to a wide variety of attacks on their networks, systems, and endpoints, and techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently. For example, in March 2023, we announced that a malicious third party gained unauthorized access to a limited amount of information in one of our non-production, information technology testing environments. The unauthorized access did not include data we secure on behalf of customers nor any other sensitive data, and there was no disruption to our business systems or financial or other operations. However, there can be no guarantee that any attack in the future will have a similarly minimal impact, should one occur.

Cyberattacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our Sensitive Information and information technology systems, and those of the third parties upon which we rely. Such threats are prevalent, continuing to rise, increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft, misuse, or accidental disclosure), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyberattacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyberattacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our data security solutions. We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, other inadvertent compromises of our systems and data (including those arising from process, coding, or human error), ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or commodity appliance failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats.

In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Given our data security solutions’ capabilities and marketing and promotional programs related to ransomware recovery, we face heightened risk of being targeted by bad actors.

24

Moreover, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

We rely on third parties to operate critical business systems and to help us deliver services to our customers and their end-users. These third parties process customer information in a variety of contexts, including, without limitation, cloud-based infrastructure, data center facilities, encryption and authentication technology, employee email, content delivery to customers, and other functions. For example, our data security solutions are built to be available on the infrastructure of third-party public cloud providers such as GCP, Azure, and AWS. We may also rely on other third-party service providers and Manufacturers to provide other products, services, or otherwise to operate our business. While we conduct diligence on these third parties, it is impossible to dictate a third-party’s information security practices. If our third-party service providers or Manufacturers experience a security incident or other interruption, we could experience adverse consequences, such as reputational harm even where we do not have recourse against the third-party responsible for the breach. In addition, any failure by our service providers or Manufacturers to comply with applicable law or regulations could result in our involvement in proceedings brought by governmental entities or others, and we may not have recourse which will make us whole.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our Sensitive Information or our information technology systems, or those of the third parties upon whom we rely. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our platform. Additionally, our business depends upon the appropriate and successful implementation of our platform by our customers. If our customers fail to use our platform according to our specifications, our customers may suffer a security incident or other interruptions on their own systems or other adverse consequences. Even if such an incident is unrelated to our security practices, it could result in our incurring significant economic and operational costs in investigating, remediating, and implementing additional measures to further protect our customers from their own vulnerabilities and could result in reputational harm.

Certain data privacy and security obligations may require us to implement and maintain specific security measures to protect our information technology systems and customer information. Though we have expended, and anticipate continuing to expend, significant resources to try to protect against security incidents by implementing technical, administrative, and physical measures designed to protect the privacy and security of data running through our, and our third parties’, systems, it is virtually impossible for us to entirely eliminate the risk of such security incidents or interruptions.

We may be unable in the future to detect vulnerabilities in our information technology systems (including our platform and data security products) because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

If we (or a third-party upon whom we rely) experience a security incident, such as the March 2023 security incident, or are perceived to have experienced a security incident, we may experience adverse consequences such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing data (including data about individuals); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant

25

consequences may cause customers to stop using our data security solutions, deter new customers from using our data security solutions, and negatively impact our ability to grow and operate our business. As a data security company, we could be exposed to additional reputational risks should a security incident occur.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

If the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers is not successful, our future results of operations could be harmed.

The customer enterprise data we secure relies upon compatible third-party commodity servers or Rubrik-branded Appliances. Historically, we have sold Rubrik-branded Appliances produced by contract manufacturers to our customers. We are transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers. As a result, our distributors and resellers, or Channel Partners, will need to procure these Rubrik-branded Appliances from our contract manufacturers by entering into their own purchasing agreements. If our Channel Partners or customers are unwilling or unable to easily procure the Rubrik-branded Appliances directly or indirectly from contract manufacturers, this could result in customer dissatisfaction or a decision not to purchase our data security solutions which would have an adverse impact on our results of operations.

Historically, we offered qualified customers rights to next-generation Rubrik-branded Appliances at no cost, which we refer to as Refresh Rights. Since we will no longer be selling Rubrik-branded Appliances, we will also no longer offer Refresh Rights. Beginning in fiscal 2023, we began offering RSC subscription credits, or Subscription Credits, for our platform to qualified customers with Refresh Rights in exchange for relinquishing their Refresh Rights. The success of this exchange offer is subject to uncertainty, and if customers do not accept the Subscription Credits or agree to relinquish their Refresh Rights, there may be an adverse impact on our results of operations, including a negative impact on our margins and revenue. If the rate of acceptance of the Subscription Credits differs from our projections, it may impact the timing of our revenue recognition. If we make changes to the program that affect the amount of the credit or the overall acceptance rate by customers, those changes or other market factors might impact the overall cost of the program and may adversely impact our margins and revenue.

We expect our revenue mix and certain business factors to impact the amount of revenue recognized period to period, which could make period-to-period revenue comparisons not meaningful and difficult to predict.

We expect our revenue mix to vary over time due to a number of factors, including the timing of when customers adopt RSC, the mix of our subscriptions for different data security products, and the timing of the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers. Our subscription revenue includes revenue from sales of subscription term-based licenses, a portion of which is recognized upfront when we transfer control of the subscription term-based license to the customer, and revenue from sales of SaaS subscriptions and support, which is recognized ratably over the contract period. As the proportion of our contracts trend from subscription term-based licenses to SaaS subscriptions, and the estimates and assumptions used to account for certain customers’

Subscription Credits related to their Refresh Rights are reassessed on a periodic basis, the period-to-

26

period revenue comparison may not be meaningful, and our past results may not be indicative of future performance. These factors make it challenging to forecast our revenue as both the mix of solutions and services, as well as the size of contracts, are difficult to predict.

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

We outsource substantially all of the infrastructure relating to our data security solutions across GCP, Azure, and AWS. Customers of RSC and our other cloud services need to be able to access our data security solutions at any time, without interruption or degradation of performance, and we provide them with service-level commitments with respect to uptime. Our cloud services depend on the cloud infrastructure hosted by these third-party providers to support our configuration, architecture, features, and interconnection specifications, as well as secure the information stored in these virtual data centers, which is transmitted through third-party internet service providers. Any limitation on the capacity of our third-party hosting providers, including due to technical failures, shifts in product capabilities or licensing models, natural disasters, fraud, or security attacks, could impede our ability to fulfill our current contractual commitments, onboard new customers, or expand the usage of our existing customers, which could adversely affect our business, financial condition, and results of operations.

In addition, third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. We may experience interruptions, delays, and outages in service and availability from time to time as a result of problems with our third-party cloud providers’ infrastructure. Lack of availability of this infrastructure could be due to a number of potential causes that we cannot predict or prevent, including technical failures, natural disasters, fraud, or security attacks. Such outages could lead to the triggering of our service-level commitments and extensions of affected services at no charge to our customers, which may impact our business, financial condition, and results of operations. In addition, if our security, or that of any of these third-party cloud providers, is compromised, our software is unavailable, or our customers are unable to use our software within a reasonable amount of time or at all, our business, financial condition, and results of operations could be adversely affected. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It is possible that our customers and potential customers would hold us accountable for any breach of security affecting a third-party cloud provider’s infrastructure, and we may incur significant liability from those customers and from third parties with respect to any breach affecting these systems. We may not be able to recover a material portion of our liabilities to our customers and third parties from a third-party cloud provider. It may also become increasingly difficult to maintain and improve our performance, especially during peak usage times, as our software becomes more complex and the usage of our software increases. Any of the above circumstances or events may harm our business, financial condition, and results of operations.

We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition, and results of operations could be harmed.

As usage and adoption of our platform and data security products grow, we will need to devote additional resources to improving our capabilities, features, and functionality. In addition, we will need to appropriately scale our internal business operations and our services organization to serve our growing customer base. Any failure of or delay in these efforts could result in impaired product performance and reduced customer satisfaction, resulting in decreased sales to new customers, lower average subscription dollar-based net retention rates, or the issuance of service credits or requested refunds, which would hurt our revenue growth and our reputation. Further, any failure in optimizing the

27

costs associated with use of third-party cloud services as we scale could negatively impact our margins. Our expansion efforts will be expensive and complex and will require the dedication of significant management time and attention. We could also face inefficiencies, vulnerabilities, or service disruptions as a result of our efforts to scale our internal infrastructure, which may result in extended outages, loss of customer trust, and harm to our reputation. We cannot be sure that the expansion of and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could harm our business, financial condition, and results of operations.

The markets in which we participate are competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

The data security market is new and intensely competitive, characterized by rapidly changing technology and evolving standards, changing customer requirements, and frequent new product introductions. Our main competitors fall into the following categories:

• Data management and protection vendors, such as Dell-EMC, IBM, Commvault, Veeam, Veritas, and Cohesity;

• Cloud and SaaS data management vendors with products that compete in some of our markets; and

• Vendors that provide cyber/ransomware detection and investigation, security posture management, insider threat detection, data classification, incident containment, and other security or data governance technologies.

The principal competitive factors in our industry include product functionality, product integration, platform coverage, ability to scale, price, worldwide sales infrastructure, global technical support, labor and development costs, name recognition, and reputation. The ability to converge data security and data management in a cloud architecture is also a significant competitive factor in our industry. If we are unable to address these factors, our competitive position could weaken, and we could experience a decline in revenue that could adversely affect our business.

Many of our current and potential competitors have longer operating histories and have substantially greater financial, technical, sales, marketing, and other resources than we do, as well as larger installed customer bases, greater name recognition, lower labor and development costs, and broader product solutions, including servers. Some of these competitors can devote greater resources to the development, promotion, sale, and support of their data security products than we can. As a result, these competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements. For example, many of our competitors are investing in artificial intelligence, or AI, technology to improve their data security products, which could enable them to respond more quickly to new or emerging threats and changes in customer requirements.

It is also costly and time-consuming to change data management systems. Most of our new customers have already installed data management systems, which gives an incumbent competitor an advantage in retaining a customer due to significant risk to data continuity from switching vendors. The incumbent competitor already understands the data, applications, network infrastructure, user demands, and information technology needs of the customer, such that some customers are reluctant to invest the time, money, and resources necessary to implement configuration, integration, training, and other operational complexities that arise from another vendor.

Our current and potential competitors may establish cooperative relationships among themselves or with third parties or may merge with each other. If so, new competitors or alliances that include our competitors may emerge that could acquire significant market share. In addition, large operating

28

systems, applications, and cloud vendors have introduced products or functionality that include some of the same functions offered by our data security solutions. In the future, further development by these vendors could cause our data security solutions to become redundant, which could seriously harm our business, financial condition, and results of operations.

In addition, we expect to encounter new competitors, including public cloud providers and SaaS companies that build native data security and management solutions, as we expand in current markets or enter new markets. Furthermore, many of our existing competitors are broadening their operating systems platform coverage. We expect that competition will increase as a result of future software industry consolidation. Increased competition could harm our business by causing, among other things, price reductions of our data security solutions, reduced profitability, and loss of market share.

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

Market opportunity estimates and growth forecasts included in this prospectus, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The data security market is at an early stage and is rapidly evolving. The size and future growth in this market are more difficult to accurately estimate than in more established markets given the relative newness of the market. As a result, the estimates regarding the market opportunity for our data security solutions are difficult to predict. In addition, third-party estimates of the addressable market for the security and data management sectors reflect the opportunity available from all participants and potential participants, and we cannot predict with precision our ability to address this demand or the extent of market adoption of our platform and data security products. Moreover, the market segments we are targeting may grow at different rates. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable businesses covered by our market opportunity estimates will purchase our data security solutions or generate any particular level of revenue for us. Any expansion in our market opportunity depends on a number of factors, including the cost, performance, and perceived value associated with our data security solutions and the products of our competitors. Even if the areas in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

There are a limited number of contract manufacturers and original equipment manufacturers of commodity servers that are compatible with our data security solutions, and failure to accurately forecast demand for these commodity servers or successfully manage the relationship with such manufacturers could negatively impact the ability to sell our offerings.

A limited number of contract manufacturers and original equipment manufacturers, or OEMs, or collectively with contract manufacturers, Manufacturers, produce commodity servers that are compatible with our data security solutions. We do not own or operate any manufacturing facilities and rely on these Manufacturers for such products. These Manufacturers manage the supply chain for these products and, alone or together with us or our Channel Partners, negotiate component costs. Our reliance on Manufacturers and Channel Partners reduces our control over the assembly process, quality assurance, production costs, and product supply. If the relationships with Manufacturers are not properly managed or if Manufacturers experience delays, interruptions, or supply-chain disruptions, including due to international conflicts and geopolitical tensions (such as the imposition of new trade restrictions and tariffs due to escalating tensions, hostilities, or trade disputes), health epidemics or pandemics, new trade laws and regulations, capacity constraints, or quality control problems in their operations, the ability for customers to procure compatible commodity servers could be impaired. If we or our Channel Partners are required to change or qualify a new Manufacturer for any reason, including financial considerations,

29

reduction of manufacturing output made available to us, or the termination of our or our Channel Partners’ contract with the Manufacturers, we may lose revenue, incur increased costs, and our customer relationships may be damaged. In addition, our contract manufacturers may terminate the agreement with us or our Channel Partners with prior notice for reasons such as failure to perform a material contractual obligation.

A large majority of the customer enterprise data we secure relies upon Rubrik-branded Appliances, which are currently built on servers supplied and designed by Super Micro Computer, Inc., or Supermicro. If we are unable to manage our relationship with Supermicro effectively, or if Supermicro suffers delays or disruptions for any reason, experiences increased manufacturing lead-times, capacity constraints, or quality control problems in its manufacturing operations, or fails to meet our requirements for timely delivery, or if Supermicro no longer produces the servers for our Rubrik-branded Appliances, our end-customer’s ability to procure Rubrik-branded Appliances in a timely manner would be impaired. While customers would have the ability to purchase compatible third-party commodity servers from other OEMs, and we have the ability to qualify new commodity servers for Rubrik-branded Appliances, this may create increased costs or delays for our customers and impact their customer experience, which could negatively impact our sales and our business. See the section titled “Business—Manufacturing” for additional information regarding our contractual relationship with Supermicro.

Certain of our OEMs carry products that compete with our data security solutions and may not continue producing or supporting compatible commodity servers for our customers in the future. We or our Channel Partners provide forecasts and purchase orders to Manufacturers for compatible commodity servers, and these orders may only be rescheduled or canceled under certain limited conditions. If we inaccurately forecast demand for our data security solutions and need for compatible commodity servers, our Manufacturers may have excess or inadequate inventory, and we may incur cancellation charges or penalties, which could adversely impact our operating results. If we experience increased demand for compatible commodity servers, then we, our Channel Partners, or Manufacturers may need to increase component purchases, contract manufacturing capacity, or internal test and quality functions. Our customers’ orders may represent a relatively small percentage of the overall orders received by Manufacturers from their customers. As a result, fulfilling our customers’ orders may not be considered a priority in the event Manufacturers are constrained in their ability to fulfill all of their customer obligations in a timely manner. Although we are transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers, if Manufacturers are unable to provide adequate supplies of high-quality products, or if we, our Channel Partners, or Manufacturers are unable to obtain adequate quantities of components, or control the costs of components, it could cause a delay in the fulfillment of our customers’ orders, in which case our business, financial condition, and results of operations could be adversely affected.

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

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management team, particularly Bipul Sinha, our Chairman of our board of directors, Chief Executive Officer, and co-founder, and Arvind Nithrakashyap, our Chief Technology Officer and co-founder, as well as our other key employees in the areas of research and development and sales and marketing.

From time to time, there may be changes in our senior management team or other key employees resulting from the hiring or departure of these personnel. Our executive officers and certain other key employees are employed on an at-will basis, which means that these personnel could

30

terminate their employment with us at any time. The loss of one or more of our executive officers, or the failure by our executive team to effectively work with our employees and lead our company, could harm our business. We also are dependent on the continued service of our existing software engineers because of the complexity of our data security solutions.

In addition, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for engineers experienced in designing and developing cloud-based infrastructure products, for experienced sales professionals, and for cybersecurity professionals. If we are unable to attract such personnel at appropriate locations, we may need to hire in new regions, which may add to the complexity and costs of our business operations. From time to time, we have experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. As has occurred in the past, if we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached certain legal obligations, resulting in a diversion of our time and resources. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, experiences significant volatility, or increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and growth prospects would be harmed.

We derive substantially all of our revenue from our data security platform. Failure of our platform to satisfy customer demands or achieve continued market acceptance over competitors would harm our business, financial condition, results of operations, and growth prospects.

We derive substantially all of our revenue from our platform, and we have directed, and intend to continue to direct, a significant portion of our financial and operating resources to developing more features and functionality for our platform.

Our growth will depend in large part on our ability to attract new customers and expand sales to existing customers, expand the features and functionality of our platform, hire sufficient sales personnel to support our growth, and decrease the ramp time for our sales personnel. In addition, the success of our business is substantially dependent on the actual and perceived viability, benefits, and advantages of our platform as a preferred provider for data security. As such, market adoption of our platform and data security products is critical to our continued success. Demand for our platform and data security products is affected by a number of factors, including increased market acceptance by new customers, increased activity by or prevalence of cybersecurity bad actors, including the use of ransomware, effectiveness of our sales and marketing strategy, the extension of our platform to new applications and use cases, the timing of development and release of new capabilities by us and our competitors, technological change, and growth or contraction of the market in which we compete. Failure to successfully address or account for these factors, satisfy customer demands, achieve continued market acceptance over competitors, and achieve growth in sales of our data security products would harm our business, financial condition, results of operations, and growth prospects.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price and the value of your investment could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may

31

not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our results of operations include:

• changes in our revenue mix;

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

• fluctuations in demand for or pricing of our data security solutions;

• our ability to attract new customers;

• the level of awareness and prevalence of cybersecurity threats, particularly advanced cyberattacks and ransomware attacks;

• our customers’ ability and willingness to procure Rubrik-branded Appliances or compatible commodity servers from Manufacturers;

• the number of qualified customers that elect to receive Subscription Credits in exchange for relinquishing their Refresh Rights;

• our ability to retain our existing customers, particularly large customers, and secure renewals of subscriptions, as well as the timing of customer renewals or non-renewals;

• the pricing and quantity of subscriptions renewed, as well as our ability to accurately forecast customer expansions and renewals;

• downgrades in customer subscriptions;

• customers and potential customers opting for alternative data security solutions, including developing their own in-house solutions;

• timing and amount of our investments to expand the capacity of our third-party cloud service providers;

• seasonality in sales, results of operations, and remaining performance obligations;

• investments in new data security products, features, and functionality;

• fluctuations or delays in development, release, or adoption of new features and functionality for our data security solutions;

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

• fluctuations or delays in purchasing decisions in anticipation of new data security products or enhancements by us or our competitors;

• changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;

• our ability to control costs, including hosting costs and our operating expenses;

• the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses, including commissions;

• timing of hiring personnel for our research and development and sales and marketing organizations;

• the amount and timing of non-cash expenses, including stock-based compensation expense and other non-cash charges;

32

• the amount and timing of costs associated with recruiting, educating, and integrating new employees and retaining and motivating existing employees;

• the effects of acquisitions and their integration;

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

• fluctuations in foreign currency exchange rates;

• the impact of new accounting pronouncements;

• changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance;

• the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period and following periods;

• health epidemics or pandemics, such as the COVID-19 pandemic;

• changes in the competitive dynamics of our market, including consolidation among competitors or customers; and

• significant security incidents related to, technical difficulties with, or interruptions to, the delivery and use of our data security solutions.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our Class A common stock could decline substantially, and we could face costly lawsuits, including securities class action suits.

Our ability to introduce new data security products and features is dependent on adequate research and development resources and our ability to successfully complete acquisitions. If we do not adequately fund our research and development efforts or complete acquisitions successfully, we may not be able to compete effectively, and our business and results of operations may be harmed.

To remain competitive, we must continue to offer new data security products and enhancements to our platform and existing solutions. This is particularly true as we further expand and diversify our capabilities. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. If we elect not to or are unable to develop solutions internally due to certain constraints, such as high employee turnover, lack of management ability, or a lack of other research and development resources, we may choose to expand into a certain market or strategy via an acquisition for which we could potentially pay too much or fail to successfully integrate into our operations. Further, many of our competitors expend a considerably greater amount of funds on their respective research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs. Our failure to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors would give an advantage to such competitors, and our business, financial condition, and results of operations could be adversely affected. Moreover, there is no assurance that our research and development or acquisition efforts will successfully anticipate market needs and result in significant new marketable solutions or enhancements to our solutions, design improvements, cost savings, revenues, or other expected benefits. If we are unable to generate an adequate return on such investments, we may not be able to compete effectively, and our business and results of operations may be adversely affected.

33

We depend and rely on SaaS technologies from third parties to operate our business, and interruptions or performance problems with these technologies may adversely affect our business and results of operations.

We rely on hosted SaaS applications from third parties in order to operate critical functions of our business, including enterprise resource planning, order management, billing, project management, human resources, technical support, accounting, and other operational activities. If these services become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted, and our processes for managing sales of our data security solutions and supporting our customers could be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could adversely affect our business and results of operations.

If we are unable to maintain successful relationships with our Channel Partners and technology alliance partners, or if our Channel Partners or technology alliance partners fail to perform, our ability to market, sell, and distribute our data security solutions will be limited, and our business, financial condition, and results of operations will be harmed.

In addition to our sales force, we rely on our Channel Partners to sell and support our data security solutions. A vast majority of sales of our data security solutions flow through our Channel Partners with the support of our sales force. Our three largest Channel Partners, Arrow Enterprise Computing Solutions, Exclusive Networks, and Promark Technology, Inc., and their respective affiliates collectively generated approximately 80% and 79% of our revenue for fiscal 2022 and fiscal 2023, respectively. Our agreements with our Channel Partners, including our agreements with our three largest Channel Partners, are non-exclusive, renew automatically in one-year term increments, and may be terminated by either party at any time. Further, our Channel Partners fulfill our sales on a purchase order basis and do not impose minimum purchase requirements or related terms on sales. Our Channel Partners enable us to extend our reach, in particular with smaller customers and in geographies where we have less sales presence. Additionally, we have entered, and intend to continue to enter, into technology alliance partnerships with third parties to support our future growth plans. For example, through our alliance with Microsoft Corporation, and along with our mutual go-to-market obligations, we have committed to spend $220 million over the course of up to 10 years for the use of Azure for our data security solutions and preferentially offer public cloud functionality for Azure to our customers.

For fiscal 2022 and fiscal 2023, we derived a substantial amount of our revenue from sales through Channel Partners, and we expect to continue to derive a substantial amount of our revenue from Channel Partners in future periods. Our agreements with our Channel Partners are generally non-exclusive and do not prohibit them from working with our competitors or offering competing products, and many of our Channel Partners may have more established relationships with our competitors. If our Channel Partners choose to place greater emphasis on solutions other than our own, fail to effectively market and sell our data security solutions, or fail to meet the needs of our customers, then our ability to grow our business and sell our data security solutions may be adversely affected. In addition, the loss of one or more of our larger Channel Partners or technology alliance partners, who may cease marketing our data security solutions with limited or no notice, and our possible inability to replace them, could adversely affect our business, financial condition, and results of operations. Moreover, our ability to expand our distribution channels depends in part on our ability to maintain successful relationships with our Channel Partners and educate and train our current and future Channel Partners about our data security solutions, which can be complex. If we fail to effectively manage our existing sales channels, or if our Channel Partners are unsuccessful in fulfilling the orders for our data security solutions, or if we are unable to enter into arrangements with, and retain a sufficient number of, high quality Channel Partners in each of the regions in which we sell data

34

security solutions and keep them motivated to sell our data security solutions, our business, financial condition, and results of operations will be harmed. Even if we are successful, these relationships may not result in greater customer usage of our data security products or increased revenue. We also bear the risk that our Channel Partners will fail to comply with U.S. or international anti-corruption or anti-competition laws, in which case we might be investigated, fined, or otherwise penalized as a result of our relationship with such partners.

In addition, the financial health of our Channel Partners and our continuing relationships with them are important to our success. Some of these Channel Partners may be unable to withstand adverse changes in economic conditions, including the current macroeconomic uncertainty, which could result in insolvency or the inability of such Channel Partners to obtain credit to finance purchases of our data security solutions and services. In addition, weakness in the end-user market could negatively affect the cash flows of our Channel Partners who could, in turn, delay paying their obligations to us, which would increase our credit risk exposure. Our business could be harmed if the financial condition of some of these Channel Partners substantially weakened, and we were unable to timely secure replacement Channel Partners.

If we do not effectively expand and train our sales force, we may be unable to add new customers or increase sales to our existing customers, and our business will be adversely affected.

We depend on our sales force to obtain new customers and increase sales with existing customers. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of sales personnel. We have expanded our sales organization significantly in recent periods and expect to continue to add additional sales capabilities in the near term. There is significant competition for sales personnel with the skills and technical knowledge that we require. New hires require significant training and may take significant time before they achieve full productivity, and this delay is accentuated by our long sales cycles. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do or plan to do business. In addition, a large percentage of our sales force is new to our company and selling our data security solutions, and therefore, this group may be less effective than our more seasoned sales personnel. Furthermore, hiring sales personnel in new countries, or expanding our existing presence, requires upfront and ongoing expenditures that we may not recover if the sales personnel fail to achieve full productivity. We cannot predict whether, or to what extent, our sales will increase as we expand our sales force or how long it will take for sales personnel to become productive. If we are unable to hire and train a sufficient number of effective sales personnel, or the sales personnel we hire are not successful in obtaining new customers or increasing sales to our existing customer base, our business, financial condition, and results of operations will be adversely affected.

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

Our revenue may fluctuate because of the length and unpredictability of the sales cycle for our data security solutions, particularly with respect to large organizations and government entities. For example, in light of current macroeconomic conditions, we have observed a lengthening of our sales cycles, which may be attributed to higher cost-consciousness around information technology budgets. Customers often view the subscription to our platform as a significant strategic decision and, as a result, frequently require considerable time to evaluate, test, and qualify our platform, including from a security and privacy perspective, prior to entering into or expanding a relationship with us. Large enterprises and government entities in particular often undertake a significant evaluation process that further lengthens our sales cycle. Additionally, RSC and other SaaS solutions may elongate our sales cycles as a result of additional customer security and privacy evaluations.

35

Our sales team develops relationships with our customers and works with our Channel Partners on account penetration, account coordination, sales, and overall market development. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce a sale. Data security product purchases are frequently subject to budget constraints, multiple approvals, and unanticipated administrative, processing, and other delays. As a result, it is difficult to predict whether and when a sale will be completed.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or to changing customer needs, requirements, or preferences, our data security solutions may become less competitive.

Our ability to attract new users and customers and increase revenue from existing customers depends in large part on our ability to enhance, improve, and differentiate our existing offering, increase adoption and usage of our data security solutions, and introduce new data security products and capabilities. The market in which we compete is relatively new and subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. Because the market for our data security solutions is relatively new, it is difficult to predict customer adoption, increased customer usage and demand for our data security solutions, the size and growth rate of this market, the entry of competitive products, or the success of existing competitive products. If we are unable to enhance our data security solutions and keep pace with rapid technological change, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely than our data security solutions, our business, financial condition, and results of operations could be adversely affected.

To remain competitive, we need to continuously modify and enhance our data security solutions to adapt to changes and innovation in existing and new technologies. We expect that we will need to continue to differentiate our data management and data security capabilities, as well as expand and enhance our data security solutions to support a variety of use cases. This development effort will require significant engineering, sales, and marketing resources. Any failure to effectively offer data security solutions for these adjacent use cases could reduce customer demand for our platform. Further, our data security solutions must also integrate with a variety of network, commodity appliance, mobile, cloud, and software platforms and technologies, and we need to continuously modify and enhance our data security solutions to adapt to changes and innovation in these technologies. This development effort may require significant investment in engineering, support, marketing, and sales resources, all of which would affect our business and results of operations. Any failure of our data security solutions to operate effectively with widely adopted data infrastructure platforms, applications, and technologies would reduce the demand for our data security solutions. If we are unable to respond to customer demand in a cost-effective manner, our data security solutions may become less marketable and less competitive or obsolete, and our business, financial condition, and results of operations could be adversely affected.

The competitive position of our data security solutions depends in part on their ability to operate with third-party products and services, including those of our technology alliance partners, and if we are not successful in maintaining and expanding the compatibility of our data security solutions with such products and services, our business may be harmed.

The competitive position of our data security solutions depends in part on their ability to operate with products and services of third parties, including software companies, software services, and infrastructure, and our data security solutions must be continuously modified and enhanced to adapt to changes in commodity appliance, software, networking, browser, and database technologies. In the future, one or more technology companies, whether our technology alliance partners or otherwise, may choose not to support the operation of their software, software services, and infrastructure with our

36

data security solutions, or our data security solutions may not support the capabilities needed to integrate with such software, software services, and infrastructure. In addition, to the extent that a third party were to develop software or services that compete with ours, that provider may choose not to support our offering. We intend to facilitate the compatibility of our platform with various third-party software, software services, and infrastructure offerings by maintaining and expanding our business and technical relationships. If we are not successful in achieving this goal, our business, financial condition, and results of operations may be harmed.

Incorrect or improper implementation or use of our data security solutions could result in customer dissatisfaction and harm our business, financial condition, and results of operations.

Our data security solutions are deployed in a wide variety of IT infrastructures, including large-scale, complex technology environments, and we believe our future success will depend, at least in part, on our ability to support such deployments. Implementations of our data security solutions may be technically complicated, and it may not be easy to maximize the value of our data security solutions without proper implementation, training, and support. Some of our customers have experienced difficulties implementing our data security solutions in the past and may experience implementation difficulties in the future. If we or our customers are unable to implement our data security solutions successfully, customer perceptions of our data security solutions may be impaired, our reputation and brand may suffer, or customers may choose not to renew their subscriptions or purchase additional data security products from us.

Any failure by customers to appropriately implement our data security solutions or any failure of our data security solutions to effectively integrate and operate within our customers’ data management infrastructure could result in customer dissatisfaction, impact the perceived reliability of our data security solutions, result in negative press coverage, negatively affect our reputation, and harm our business, financial condition, and results of operations.

We use third-party open-source software in our data security solutions, which could negatively affect our ability to sell our data security solutions or subject us to litigation or other actions.

Our data security solutions include third-party open-source software, and we intend to continue to incorporate third-party open-source software in our data security solutions in the future. There is a risk that the use of third-party open-source software in our software could impose conditions or restrictions on our ability to monetize our software or require making available the source code of all or part of our software that include, incorporate or rely upon such open-source software. Although we have internal policies in place designed to monitor the incorporation of open-source software into our data security solutions to avoid such restrictions, we cannot be certain that we have not incorporated open-source software in our data security solutions in a manner that is inconsistent with our licensing model or the licensing terms of any such open-source software. Certain open-source projects also incorporate other open-source software and there is a risk that those dependent open-source libraries may be subject to inconsistent licensing terms that affect our ability to use the software. This could create further uncertainties as to the governing terms for the open-source software we incorporate.

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

37

offering the implicated software or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully.

In addition to risks related to license requirements, use of third-party open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties. Use of open-source software may also introduce security risks as hackers and other third parties may exploit the public availability of such open-source software to determine how to compromise our data security solutions.

In addition, licensors of open-source software included in our data security solutions may, from time to time, modify the terms of their license agreements applicable to any updates in such a manner that those license terms may include restrictions that make the use of such software incompatible with our business, and thus could, among other consequences, prevent us from using or incorporating new updates of such software that are subject to the modified license.

In addition, any source code that we contribute to open-source projects becomes publicly available, subject to the relevant open source license. As a result, our ability to protect some of our intellectual property rights in such source code may be limited or lost entirely, and we would be unable to prevent our competitors or others from using such contributed source code in accordance with the relevant open source license.

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

Our success depends, in part, on the integrity and scalability of our systems and infrastructures. System interruption or delays from third-party data center hosting facilities and the lack of integration, redundancy, and scalability in our systems and infrastructures could impair the delivery of our data security solutions and harm our business.

Our success depends, in part, on our ability to maintain the integrity of our systems and infrastructure, including websites, information, and related systems. System interruption and the lack of integration and sufficient redundancy in our information systems and infrastructures may harm our ability to operate websites, respond to customer inquiries, and generally maintain cost-efficient operations. We may experience occasional system interruptions that make some or all systems or data unavailable or prevent us from efficiently providing data security solutions.

We currently utilize third-party data center hosting facilities located in the United States and internationally, including North America, EMEA (Europe, the Middle East, and Africa), and Asia. Any damage to, or failure of, the data facilities generally could result in interruptions in our data security solutions. As we continue to add data center hosting facilities and add capacity in our existing data facilities, we may move or transfer our data and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our data security solutions. We also rely on affiliate and third-party computer systems, broadband, and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process, and fulfill transactions. Interruptions in our data security solutions may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions or data security solutions contracts, or harm our renewal rates or our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our data security solutions are unreliable.

Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God, and similar events or disruptions may damage or interrupt computer, broadband, or other communications systems and infrastructures at any time. Any of these events could cause system interruption, delays, and loss of critical data, and could prevent us from providing

38

our data security solutions. While we have backup systems for certain aspects of our operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption. As we continue to expand the number of our customers and data security solutions products available to our customers, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in data security solutions. If any of these events were to occur, it could harm our business, financial condition, and results of operations.

We rely on software licensed from other parties. Defects in or the loss of software from third parties could increase our costs and harm the quality of our data security solutions.

Components of our data security solutions include or rely upon software licensed from third parties. Our business could be disrupted if any of the software we license from others and functional equivalents thereof were either no longer available to us or no longer offered on commercially reasonable terms. In either case, we may be required to either redesign our data security solutions to function with software available from other parties or develop these components ourselves, which would result in increased costs and could result in delays in the release of new data security solutions. Furthermore, we might be forced to limit the features available in our current or future data security solutions. If we fail to maintain or renegotiate any of these software licenses, we could face significant delays and diversion of resources in attempting to license and integrate functional equivalents. While we believe that in most cases there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be time consuming or expensive to replace existing third-party software or find a replacement third-party provider. Our use of additional or alternative third-party software or third-party providers would require us to enter into license agreements with third parties, and we may not be able to enter into such agreements on advantageous terms.

We are subject to governmental export and import controls and economic sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability and reputational harm if we violate the controls.

Our data security solutions are subject to U.S. export controls, including the Export Administration Regulations, and we incorporate encryption technology into our data security solutions. Our data security solutions and the underlying technology may be exported outside of the United States only in compliance with the required export authorizations, including by license, applicability of a license exception, or other appropriate government authorizations, including the filing of an encryption classification request or self-classification report, as applicable. Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.

Furthermore, we are required to comply with economic and trade sanctions laws and regulations of the countries where we do business, including those administered and enforced by the U.S. government (including through the Office of Foreign Assets Control of the U.S. Treasury Department and the U.S. Department of State). These economic and trade sanctions prohibit or restrict the provisions of products and services to embargoed jurisdictions or sanctioned persons, unless otherwise authorized.

While we have taken certain precautions to prevent our data security solutions from being provided in violation of trade controls and are in the process of enhancing our policies and procedures relating to trade controls, our data security solutions may have been in the past, and could in the future be, provided inadvertently and without our knowledge in violation of such laws. Violations of U.S. trade controls can result in significant fines or penalties and possible criminal liability for responsible employees and managers, in addition to potential reputational harm.

39

If our partners, including our Channel Partners, fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected through reputational harm, as well as other negative consequences, including government investigations and penalties.

Also, various countries, in addition to the United States, regulate the import and export of certain encryption and other technology, including import and export licensing requirements, and have enacted laws that could limit our ability to distribute our data security solutions or could limit our customers’ ability to implement our data security solutions in those countries. Changes in our data security solutions or future changes in export and import regulations may create delays in the introduction of our data security solutions in international markets, prevent our customers with international operations from deploying our data security solutions globally or, in some cases, prevent the export or import of our data security solutions to certain countries, governments, or persons altogether. From time to time, various governmental agencies have proposed additional regulation of encryption technology.

Any change in export or import regulations, economic sanctions, or related laws or regulations, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our data security solutions by, or in our decreased ability to export or sell our data security solutions to, existing or potential customers with international operations. Any decreased use of our data security solutions or limitation on our ability to export or sell our data security solutions would adversely affect our business, financial condition, results of operations, and growth prospects.

We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act, or FCPA, U.S. domestic bribery laws, the UK Bribery Act, and other anti-corruption and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. As a public company, the FCPA separately requires that we keep accurate books and records and maintain internal accounting controls sufficient to assure management’s control, authority, and responsibility over our assets. As we engage in and increase our international sales and business and sales to the public sector, we may engage with business partners and third-party intermediaries, including Channel Partners, to market and sell our data security solutions and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

While we have policies and procedures and conduct training designed to address compliance with such laws, our employees and agents may take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension, or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral

40

consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition, and results of operations could be harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Downturns or upturns in our sales may not be immediately reflected in our financial condition and results of operations.

We recognize a significant portion of our revenue ratably over the term of subscriptions to our data security solutions. As a result, any decreases in new subscriptions or renewals in any one period may not immediately be fully reflected as a decrease in revenue for that period but would negatively affect our revenue in future quarters. This also makes it difficult for us to rapidly increase our revenue through the sale of additional subscriptions in any period. If our quarterly results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our Class A common stock would decline substantially, and we could face costly lawsuits, including securities class actions.

Seasonality may cause fluctuations in our revenue and related metrics.

Historically, we have experienced seasonality in revenue and related metrics, as we typically sell a higher percentage of subscriptions to new customers, and expansion and renewal subscriptions with existing customers in the fourth quarter of our fiscal year. We believe that this results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our enterprise customers. We expect that this seasonality may continue to affect our revenue and related metrics in the future and might become more pronounced as we continue to target enterprise customers.

Our subscription annual recurring revenue, or Subscription ARR, cloud annual recurring revenue, or Cloud ARR, and certain other operational data in this prospectus are operating metrics that are subject to assumptions and limitations, including that the factors that impact Subscription ARR will vary from those that impact subscription revenue. As such, these metrics may not provide an accurate indication of our actual performance or our future results.

Subscription ARR, Cloud ARR, and other operational metrics are based on numerous assumptions and limitations, are calculated using our internal data from non-financial systems, have not been independently verified by third parties, and may not accurately reflect actual results nor provide an accurate indication of future or expected results. Subscription ARR and Cloud ARR are not proxies for revenue or forecasts of revenue, and do not reflect any anticipated reductions in contract value due to contract non-renewals or service cancellations. In addition, the factors that impact Subscription ARR will vary from those that impact subscription revenue in a given period. As a result, Subscription ARR, Cloud ARR, and our other operational data may not accurately reflect our actual performance, and investors should consider these metrics in light of the assumptions and processes used in calculating such metrics and the limitations as a result thereof. Investors should not place undue reliance on these metrics as an indicator of our future or expected results. Moreover, these metrics may differ from similarly titled metrics presented by other companies and may not be comparable to such other metrics. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” for additional information regarding Subscription ARR, Cloud ARR, and other operational metrics.

We will face risks associated with the growth of our business with certain heavily regulated industry verticals.

We market and sell our data security solutions to customers in heavily regulated industry verticals, including the banking, healthcare, and financial services industries. As a result, we face

41

additional regulatory scrutiny, risks, and burdens from the governmental entities and agencies that regulate those industries. Entering new heavily regulated verticals and expanding in those verticals in which we are already operating will continue to require significant resources to address potential regulatory scrutiny, risks, and burdens, and there is no guarantee that such efforts will be successful or beneficial to us. If we are unable to successfully penetrate these verticals, maintain our market share in such verticals in which we already operate, or cost-effectively comply with governmental and regulatory requirements applicable to our activities with customers in such verticals, our business, financial condition, and results of operations may be harmed.

Sales to government entities are subject to a number of challenges and risks.

We sell to U.S. federal, state, and local, as well as foreign governmental agency customers. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government contracting requirements may change and in doing so restrict our ability to sell into the government sector until we have obtained any required government certifications. Further, achieving and maintaining government certifications, such as U.S. Federal Risk and Authorization Management Program, or FedRAMP, certification for our data security solutions, may require significant upfront and ongoing cost, time, and resources. If we do not obtain and maintain FedRAMP certification for our data security solutions, we may not be able to sell certain solutions to the U.S. federal government and public sector customers as well as private sector customers that require such certification for their intended use cases, which could harm our growth, business, and results of operations. This may also harm our competitive position against larger enterprises whose competitive data security solutions are certified. Further, there can be no assurance that we will secure commitments or contracts with government entities even following such certifications, which could harm our margins, business, financial condition, and results of operations. Government demand and payment for our data security solutions are affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our data security solutions.

Further, governmental entities may demand contract terms that differ from our standard arrangements and are less favorable than terms agreed with private sector customers. Such entities may have statutory, contractual, or other legal rights to terminate contracts with us or our Channel Partners for convenience or for other reasons. Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations. Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our subscriptions, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could adversely affect our business, financial condition, results of operations, and reputation.

Our customers also include certain non-U.S. governments, to which government procurement law risks similar to those present in U.S. government contracting also apply, particularly in certain emerging markets where our customer base is less established. In addition, compliance with complex regulations and contracting provisions in a variety of jurisdictions can be expensive and consume significant management resources. In certain jurisdictions, our ability to win business may be constrained by political and other factors unrelated to our competitive position in the market. These difficulties could harm our business, financial condition, and results of operations.

42

Acquisitions, strategic investments, joint ventures, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business and culture, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.

We have in the past and may in the future seek to acquire or invest in businesses, joint ventures, products and platform capabilities, technologies, or technical know-how that we believe could complement or expand our platform capabilities, enhance our technical capabilities, or otherwise offer growth opportunities. Further, our anticipated proceeds from this offering increase the likelihood that we will devote resources to exploring larger and more complex acquisitions and investments than we have previously attempted. Any such acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel, or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our data security solutions, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise. These transactions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for development of our existing business. We may also have difficulty establishing our company values with personnel of acquired companies, which may negatively impact our culture and work environment. Any such transactions that we are able to complete may not result in any synergies or other benefits we had expected to achieve, which could result in impairment charges that could be substantial. In addition, we may not be able to find and identify desirable acquisition targets or business opportunities or be successful in entering into an agreement with any particular strategic partner. These transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations. In addition, if the resulting business from such a transaction fails to meet our expectations, our business, financial condition, and results of operations may be adversely affected, or we may be exposed to unknown risks or liabilities.

Any inability to maintain a high-quality customer support organization could lead to a lack of customer satisfaction, which could hurt our customer relationships and have an adverse effect on our business, financial condition, and results of operations.

Once our data security solutions are deployed, customers rely on our technical support services to assist with service customization and optimization and to resolve certain issues relating to the implementation and maintenance of our data security solutions. Customers also rely on our or our Channel Partners’ support personnel to resolve issues and realize the full benefits that our solutions provide. If we or our Channel Partners do not effectively assist customers in deploying our data security solutions, succeed in helping customers quickly resolve technical issues or provide effective ongoing support, our ability to sell additional data security solutions as part of our platform to existing customers would be adversely affected, and our reputation with potential customers could be damaged.

In addition, our sales process is highly dependent on our product and business reputation and on positive recommendations from existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality technical support, could adversely affect our reputation, our ability to sell our services to existing and prospective customers, and our business, financial condition, and results of operations.

43

Our business is subject to the risks of warranty claims and product defects from real or perceived defects in our data security solutions or their misuse by customers or third parties and indemnity provisions in various agreements that potentially expose us to substantial liability for intellectual property infringement and other losses.

We may in the future be subject to liability claims for damages related to undetected defects, errors, or vulnerabilities in our data security solutions. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our platform could harm our business, financial condition, and results of operations. Although we generally have limitation of liability provisions in our terms and conditions, in rare cases we have agreed to limited exceptions to such liability caps, and such limitation of liability provisions may not fully or effectively protect us from claims as a result of federal, state, or local laws or ordinances, or unfavorable judicial decisions in the United States or other countries.

Moreover, as part of our ransomware recovery warranty, or the Ransomware Recovery Warranty, we also provide certain customers with up to $10,000,000 for recovery expenses related to data recovery and restoration in the event that data backed up using our solutions cannot be recovered following a ransomware attack. As part of the Ransomware Recovery Warranty, if an eligible customer’s data that has been backed-up onto a Rubrik-branded Appliance, Rubrik-certified compatible third-party commodity server, or a Rubrik-hosted cloud platform, is not successfully recovered by way of one of our data security products due to a failure of such solution, we will reimburse the customer for its reasonable and necessary fees and expenses to restore, recover, or recreate its data up to $10,000,000. As of July 31, 2023, there had been no claims made under the Ransomware Recovery Warranty. However, if many of our customers experience security incidents or other incidents that fall within this program and we are not able to recover their data through our data security solutions, we could be required to pay significant amounts to comply with our obligations under the Ransomware Recovery Warranty. In the event that we are required to regularly provide financial assistance for such recovery activities, and particularly if we have to do so for multiple customers at the same or similar times, this could significantly increase our costs, harm our reputation and brand, and increase the costs to us associated with this warranty program, which could adversely affect our business, financial condition, and results of operations.

Additionally, we typically provide indemnification to customers for certain losses suffered or expenses incurred as a result of third-party claims arising from our infringement of a third-party’s intellectual property. We also may be exposed to liability for certain breaches of confidentiality or customer data, as defined in our terms of service which, as a standard practice, are generally subject to caps on liability. We also assume limited liability in the event we breach certain of our terms of service. Certain of these contractual provisions survive termination or expiration of the applicable agreement. We have not received any material indemnification claims from third parties. However, as we continue to grow, the possibility of these claims against us will increase.

If customers or other third parties with whom we do business make intellectual property infringement or other indemnification claims against us, we will incur significant legal expenses and may have to pay damages, license fees, or stop using technology found to be in violation of a third-party’s rights. We may also have to seek a license for the technology. Such licenses may not be available on reasonable terms, if at all, and may significantly increase our operating expenses or may require us to restrict our business activities and limit our ability to deliver certain data security solutions or features. We may also be required to develop alternative non-infringing technology, which could either require significant effort and expense or cause us to alter our data security solutions, or both, which could harm our business. Large indemnity obligations, whether for intellectual property or in certain limited circumstances, other claims, would harm our business, financial condition, and results of operations.

44

Under certain circumstances, our personnel may have access to customer platforms. An employee may take advantage of such access to conduct malicious activities or fail to follow internal policies or make errors that could cause system failures, loss of data, or other adverse effects on our customers. Misuse of our data security solutions by our personnel could result in claims from our customers for damages related to such misuse. Such misuse of our data security solutions could also result in negative press coverage and negatively affect our reputation, which could result in harm to our reputation, business, financial condition, and results of operations. In addition, misuse of our data security solutions could also result in contractual breaches and damages to customers that may assert warranty and other claims for substantial damages against us.

We maintain insurance to protect against certain claims associated with the use of our data security solutions, but our insurance coverage may not adequately cover any claim asserted against us and is subject to deductibles. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation, divert management’s time and other resources, and harm our reputation, business, financial condition, and results of operations.

Failure to effectively develop and expand our sales and marketing capabilities or improve the productivity of our sales and marketing organization could harm our ability to expand our potential customer and sales pipeline, increase our customer base, and achieve broader market acceptance of our data security solutions.

Our ability to increase our customer base, achieve broader market adoption and acceptance of our data security solutions, and expand our potential customer and sales pipeline and brand awareness will depend to a significant extent on our ability to expand and improve the productivity of our sales and marketing organization. We plan to continue expanding our sales force, both domestically and internationally. We also plan to dedicate significant resources to sales and marketing programs to decrease the time required for our sales personnel to achieve desired productivity levels. Historically, newly hired sales personnel have needed several quarters to achieve desired productivity levels. Our increased sales and marketing efforts will also involve investing significant financial and other resources, which could result in increased costs and negatively impact margins. We are one of the only providers of a unified data security platform, so we must therefore invest heavily in our sales and marketing functions in order to educate customers and potential customers about our data security solutions. Our business and results of operations will be harmed if our sales and marketing efforts fail to successfully expand our potential customer and sales pipeline, including through increasing brand awareness, new customer acquisition, and market adoption of our platform and data security solutions, particularly for RSC, or fail to generate significant increases in revenue or result in increases that are smaller than anticipated. We may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, integrate, and retain talented and effective sales personnel, if our new and existing sales personnel, on the whole, are unable to achieve desired productivity levels in a reasonable period of time or at all, or if our sales and marketing programs are not effective.

If we fail to enhance our brand cost-effectively, our ability to expand our customer base will be impaired and our business, financial condition, and results of operations may be adversely affected.

We believe that developing and maintaining awareness of our brand in a cost-effective manner is critical to achieving widespread acceptance of our existing and future data security solutions and is an important element in attracting new customers. In addition, creating brand awareness of our relatively new data security solutions will require added investment in our marketing and branding activities. We believe that the importance of brand recognition will increase as competition in our market increases. Successful promotion of our brand as a provider of data security solutions will depend largely on the effectiveness of our marketing efforts and on our ability to develop and deploy high-quality, reliable,

45

and differentiated data security solutions to our customers. In the past, our efforts to build our brand have involved significant expense. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expense we incur in building our brand. If we fail to successfully promote and maintain our brand or incur substantial expense in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business, financial condition, and results of operations could be adversely affected.

We have a limited history with pricing models for our data security solutions, and we may need to adjust the pricing terms of our data security solutions, which could have an adverse effect on our revenue and results of operations.

We have limited experience with respect to determining the optimal prices for subscriptions to and renewals of our data security solutions, and, in particular, we have limited experience pricing RSC, particularly under economic conditions characterized by high inflation or in an economic recession. As the market for cloud data security evolves, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers. In the past, we have been able to increase our prices for our data security solutions, but we may choose not to introduce or be unsuccessful in implementing future price increases. Furthermore, since we have limited experience pricing RSC, we may be unsuccessful in implementing future price increases and our future pricing power may erode due to changing market dynamics, increased competition, or other factors. As a result of these and other factors, in the future we may be required to reduce our prices or be unable to increase our prices, or it may be necessary for us to increase our services or data security solutions without additional revenue to remain competitive, all of which could harm our financial condition and results of operations.

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

We have funded our operations since inception primarily through equity financings, sales of our data security solutions, and the utilization of debt products, including our recent term loan credit facility. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business, which may require us to engage in equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all, particularly during times of market volatility, higher interest rates, inflationary pressures, and general economic instability. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, financial condition, and results of operations. If we incur additional debt, the debt holders would have rights senior to holders of common stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our Class A common stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our Class A common stock. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our Class A common stock and diluting their interests.

Health epidemics, including the COVID-19 pandemic, have had, and could in the future have, an adverse impact on our business, operations, and the markets and communities in which we, our technology alliance partners, our third-party cloud providers, Manufacturers, Channel Partners, and customers operate.

Our business and operations could be adversely affected by health epidemics, including the COVID-19 pandemic, impacting the markets and communities in which we, our technology alliance

46

partners, our third-party cloud providers, Manufacturers, Channel Partners, and customers operate. As certain organizations experience downturns or uncertainty in their own business operations and revenue resulting from the spread of COVID-19, or as they may similarly experience with future health epidemics, they have sought in the past, and may continue to seek, to decrease or delay their technology spending, request pricing concessions or payment extensions, or renegotiate their contracts. While historical pricing concessions, payment extensions, and contract renegotiations, including as a result of the COVID-19 pandemic, have not been significant or resulted in a significant decrease in our revenue, we cannot assure you that future concessions, extensions, or renegotiations that we may grant will be similarly insignificant or will not have a significant impact on our revenue.

In response to health epidemics, including the COVID-19 pandemic, we have in the past and may in the future take actions that alter our operations as may be required by federal, state, or local authorities, or which we determine are in our best interests. For activities that may be conducted remotely, there is no guarantee that we will be as effective while working remotely. Because our team is dispersed, some employees have experienced, and may continue to experience, less capacity to work due to increased personal obligations (such as childcare, eldercare, or caring for family who become sick), some have become sick themselves and been unable to work, or may be otherwise negatively affected, mentally or physically, by such health epidemic and prolonged social distancing. Decreased effectiveness and availability of our team could adversely affect our results due to slow-downs in our sales cycles and recruiting and onboarding efforts, delays in our entry into customer contracts, delays in addressing performance issues, delays in product development, delays and inefficiencies among various operational aspects of our business, including our financial organization, or other decreases in productivity that could seriously harm our business. For the foreseeable future, we plan to continue to allow employees to work remotely or from our offices, maintaining a flexible hybrid work policy.

While the COVID-19 effects have generally subsided and continue to subside, the full extent to which the COVID-19 pandemic may continue to impact our business, financial condition, and results of operations will depend on future developments that are uncertain and cannot be accurately predicted. We cannot assure you that these effects will remain reduced in the future, including due to potential new public health outbreaks.

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

Our data security solutions are billed in U.S. dollars, and therefore, our revenue is not subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our data security solutions to our customers outside of the United States, which could adversely affect our results of operations. In addition, an increasing portion of our operating expenses are incurred outside the United States. These operating expenses are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. While we do not currently hedge against the risks associated with currency fluctuations, if our foreign currency risk increases in the future and we are not able to successfully hedge against the risks associated with currency fluctuations, our results of operations could be adversely affected.

Unfavorable conditions in our industry or the global economy, including those caused by the Russian military operations and related geopolitical situation in Ukraine, or reductions in technology spending, could limit our ability to grow our business and negatively affect our results of operations.

Global business activities face widespread macroeconomic uncertainties, and our results of operations may vary based on the impact of changes in our industry or the global economy on us or

47

our customers and potential customers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, inflation and efforts to control further inflation, including rising interest rates, bank failures, international trade relations, political turmoil, including the ongoing conflict between Russia and Ukraine and the resulting heightened risk of cyberattacks, natural catastrophes, warfare, and terrorist attacks could cause a decrease in business investments, including spending on technology, and negatively affect the growth of our business. As an example, inflation in the United States has risen sharply in the last 12 months, resulting in federal action to increase interest rates and affecting capital markets. In addition to the foregoing, adverse developments that affect financial institutions, transactional counterparties, or other third parties, such as bank failures or concerns or speculation about any similar events or risks, could lead to market-wide liquidity problems, which in turn may cause third parties, including our customers, to become unable to meet their obligations under various types of financial arrangements as well as general disruptions or instability in the financial markets. Such economic volatility could adversely affect our business, financial condition, results of operations, and cash flows, and future market disruptions could negatively impact us. In particular, we have experienced and may continue to experience longer sales cycles for prospective customers and existing customer expansions, a reduction in multi-year upfront payments for our subscription offerings, reduced contract sizes or generally increased scrutiny on technology spending and budgets from existing and potential customers, due in part to the effects of macroeconomic uncertainty. These customer dynamics may persist in the future, even if macroeconomic conditions improve, and to the extent there is a sustained general economic downturn, a recession, or another situation where technology budgets grow at a slower rate or contract, these customer dynamics may be exacerbated. Our competitors, many of whom are larger and have greater financial resources than we do, may respond to challenging market conditions by lowering prices in an attempt to attract our customers, which may require us to respond in kind and may negatively impact our existing customer relationships and new customer acquisition strategy. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our data security solutions. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry.

We typically provide service-level commitments under our customer agreements. If we fail to meet these commitments, we could face customer terminations, a reduction in renewals, and damage to our reputation, which would lower our revenue and harm our business, financial condition, and results of operations.

Our agreements with our customers typically provide for service-level commitments relating to service availability. If we fail to meet these commitments, we could be required to extend affected services at no charge and could face customer terminations, or a reduction in renewals, which could significantly affect both our current and future revenue. Any service-level commitment failures could also damage our reputation. The complexity and quality of our customers’ implementation and the performance and availability of cloud services and cloud infrastructure are outside our control, and therefore, we are not in full control of whether we can meet these service-level commitments. Our business, financial condition, and results of operations could be adversely affected if we fail to meet our service-level commitments for any reason. Any extended service outages could adversely affect our business, reputation, and brand.

Sales to enterprise customers involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations.

We are seeing an increasing volume of sales to large, enterprise customers. Sales to enterprise customers and large organizations involve risks that may not be present or that are present to a lesser extent with sales to smaller customers, including the commercial customer segment. These risks

48

include longer sales cycles, more complex customer requirements, substantial upfront sales costs, and less predictability in completing some of our sales. For example, enterprise customers may require considerable time to evaluate and test our data security solutions and those of our competitors prior to making a purchase decision and placing an order. A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our data security solutions, the discretionary nature of purchasing and budget cycles, the macroeconomic uncertainty and challenges and resulting increased technology spending scrutiny, and the competitive nature of evaluation and purchasing approval processes. Since the processes for deployment, configuration, and management of our data security solutions are complex, we are also often required to invest significant time and other resources to train and familiarize potential customers with our data security solutions. Customers may engage in extensive evaluation, testing, and quality assurance work before making a purchase commitment, which increases our upfront investment in sales, marketing, and deployment efforts, with no guarantee that these customers will make a purchase or increase the scope of their subscriptions. In certain circumstances, an enterprise customer’s decision to use our data security solutions may be an organization-wide decision, and therefore, these types of sales require us to provide greater levels of education regarding the use and benefits of our data security solutions. As a result, the length of our sales cycle, from identification of the opportunity to deal closure, has varied, and may continue to vary, significantly from customer to customer, with sales to large enterprises and organizations typically taking longer to complete. Moreover, large enterprise customers often begin to deploy our data security solutions on a limited basis but nevertheless demand configuration, integration services, and pricing negotiations, which increase our upfront investment in the sales effort with no guarantee that these customers will deploy our data security solutions widely enough across their organization to justify our substantial upfront investment.

Given these factors, it is difficult to predict whether and when a sale will be completed and when revenue from a sale will be recognized due to the variety of ways in which customers may purchase our data security solutions. This may result in lower than expected revenue in any given period, which would have an adverse effect on our business, financial condition, and results of operations.

Our intellectual property rights may not adequately protect our business.

To be successful, we must protect our technology, know-how, and brand in the United States and other jurisdictions through trademarks, trade secrets, patents, copyrights, service marks, invention assignments, contractual restrictions, and other intellectual property rights and confidentiality procedures. Despite our efforts to implement these protections, they may not adequately protect our business for a variety of reasons, including:

• our inability to successfully register or obtain patents and other intellectual property rights for important innovations that sufficiently protect the full scope of such innovations;

• any inability by us to maintain appropriate confidentiality and other protective measures to establish and maintain our trade secrets;

• uncertainty in, and evolution of, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights;

• potential invalidation of our intellectual property rights through administrative processes or litigation; and

• other practical, resource, or business limitations on our ability to detect and prevent infringement or misappropriation of our rights and to enforce our rights.

Further, the laws of certain foreign countries, particularly certain developing countries, do not provide the same level of protection of corporate proprietary information and assets, such as

49

intellectual property, trademarks, trade secrets, know-how, and records, as the laws of the United States and mechanisms for enforcement of intellectual property rights may be inadequate. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights abroad. Additionally, we may also be exposed to material risks of theft or unauthorized reverse engineering of our proprietary information and other intellectual property, including software source code, designs, specifications, or other sensitive information. Our efforts to enforce our intellectual property rights in such foreign countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop, which could have an adverse effect on our business, financial condition, and results of operations. Moreover, if we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could seriously harm our business.

We also contribute to open-source projects. Although we have internal policies and procedures designed to pre-approve the incorporation of any of our source code into open-source projects, any such contribution becomes publicly available, subject to the relevant open source license. As a result, our ability to protect some of our intellectual property rights in such source code may be limited or lost entirely, and we would be unable to prevent our competitors or others from using such contributed source code in accordance with the relevant open source license.

Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation, whether or not resolved in our favor, could result in significant expense to us, divert the time and efforts of our technical and management personnel, and result in counterclaims with respect to infringement of intellectual property rights by us, which may lead to the impairment or loss of portions of our intellectual property. If we are unable to prevent third parties from infringing upon or misappropriating our intellectual property or are required to incur substantial expenses defending our intellectual property rights, our business, financial condition, and results of operations may be adversely affected.

If we are not successful in expanding our operations and customer base internationally, our business and results of operations could be negatively affected.

A component of our growth strategy involves the further expansion of our operations and customer base internationally. Customers outside the United States generated 31% of our revenue for each of fiscal 2022 and fiscal 2023. We are continuing to adapt to and develop strategies to expand in international markets, but there is no guarantee that such efforts will have the desired effect. For example, we anticipate that we will need to establish relationships with new Channel Partners in order to expand into certain countries, and if we fail to identify, establish, and maintain such relationships, we may be unable to execute on our expansion plans. As of July 31, 2023, approximately 44% of our full-time employees were located outside of the United States, with approximately 25% of our full-time employees located in India. We expect that our international activities will continue to grow for the foreseeable future as we continue to pursue opportunities in existing and new international markets, which will require significant dedication of management attention and financial resources. If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business and results of operations will suffer.

We are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, policies, and other requirements relating to privacy and data security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue, loss of customers or sales, and other adverse business consequences.

Due to the nature of the data security services and solutions we provide to our customers, we process various categories of data, including proprietary and confidential business data, trade secrets,

50

intellectual property, data about individuals, and other data considered to be sensitive. Our data processing activities may subject us to numerous obligations relating to privacy and data security, such as various laws, regulations, guidance, industry standards, internal and external privacy and security policies, contractual requirements, and other obligations.

In the United States, federal, state, and local governments have enacted numerous data privacy and data security laws, including data breach notification laws, laws governing information about individuals, and consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act). For example, the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health information. As another example, the California Consumer Privacy Act, or CCPA, requires businesses to provide specific disclosures in privacy notices, implement new operational practices, and honor requests from California residents to exercise certain privacy rights. The CCPA contains significant potential penalties for noncompliance (up to $7,500 per violation). California has adopted a new law, the California Privacy Rights Act of 2020, or CPRA, that substantially expands the CCPA, effective January 1, 2023, including by establishing a new California Privacy Protection Agency and by applying to certain business contact information and employment-related data. Other states also passed comprehensive privacy laws, and similar laws are being considered in many other states as well as at the federal level. These developments may further complicate compliance efforts and may increase legal risk and compliance costs for us, the third parties upon whom we rely, and our customers.

Outside the United States, an increasing number of laws, regulations, and industry standards may apply to our data processing activities. For example, the European Union’s General Data Protection Regulation, or EU GDPR, the United Kingdom’s General Data Protection Regulation, or UK GDPR, and Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or LGPD) (Law No. 13,709/2018) impose strict requirements for processing personal data. Under the EU GDPR, companies may face fines of up to the greater of 20 million Euros or 4% of their global annual revenues, temporary or definitive bans on data processing and other collective action, and private litigation related to the processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. Furthermore, in Europe, there is a proposed regulation related to AI that, if adopted, could impose onerous obligations related to the use of AI-related systems. In Canada, the Personal Information Protection and Electronic Documents Act, or PIPEDA, and various related provincial laws, as well as Canada’s Anti-Spam Legislation, or CASL, may apply to our operations. We also have operations in Japan and Singapore and may be subject to new and emerging data privacy regimes in Asia, including Japan’s Act on the Protection of Personal Information and Singapore’s Personal Data Protection Act.

Additionally, we may transfer personal data from Europe and other jurisdictions to the United States or other countries. Europe and other jurisdictions have enacted laws regulating the cross-border transfer of personal data from Europe to other countries, and, in particular, the European Economic Area and the United Kingdom, or UK, have significantly restricted the cross-border transfer of personal data to the United States. Other jurisdictions may adopt similarly stringent interpretations of their cross-border data transfer laws. Although standard contractual clauses, or SCCs, and other mechanisms, currently may be used to transfer personal data from European Economic Area to the United States, these mechanisms are frequently subject to legal challenges, and the efficacy and longevity of such mechanisms for making data transfers from the European Economic Area to the United States remains uncertain. If there is no lawful manner for us to transfer personal data from the European Economic Area or other jurisdictions to the United States, we could face significant consequences, including restricting our operations or relocating part of or all of our business to other jurisdictions and increased exposure to regulatory actions, substantial fines, civil proceedings, and injunctions against processing

51

or transferring personal data, as well as incurring the associated legal and compliance costs. Some European regulators have prevented companies from transferring personal data out of Europe.

In addition to privacy, data protection, and data security laws and regulations, we may be contractually subject to industry standards adopted by industry groups, such as the Payment Card Industry Data Security Standards, or PCI DSS, and may become subject to such obligations in the future. Additionally, the demands our customers place on us relating to privacy, data protection, and data security are becoming more stringent. Privacy, data security, and data protection laws, including the EU GDPR, UK GDPR, PCI DSS, and CCPA, increasingly require companies to impose specific contractual restrictions on their service providers and contractors. In addition, customers that use certain of our data security solutions to process protected health information may require us to sign business associate agreements that subject us to the privacy and security requirements under HIPAA and HITECH, as well as state laws that govern the privacy and security of health information. Our customers’ increasing data privacy and data security standards also increase the cost and complexity of ensuring that we, and the third parties we rely on to operate our business and deliver our services, can meet these standards. If we, or the third parties on which we rely, are unable to meet our customers’ demands or comply with the increasingly stringent legal or contractual requirements relating to data privacy and data security, we may face increased legal liability, customer contract terminations, and reduced demand for our data security solutions.

Finally, we publish privacy policies, marketing materials, and other statements, such as compliance with certain certifications or self-regulatory principles, as well as other documentation regarding our processing of information about individuals. If these policies, materials, statements, or documentations are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, regulatory enforcement actions, costly legal claims by affected individuals or our customers, or other adverse consequences.

Obligations related to data privacy and data security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations by regulators and other stakeholders, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources. These obligations may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process personal data on our behalf. In addition, these obligations may require us to change our business model.

Our business model materially depends on our ability to process personal data, so we are particularly exposed to the risks associated with the rapidly changing legal landscape. We may be at heightened risk of regulatory scrutiny, and any changes in the regulatory framework could require us to fundamentally change our business model. Despite our efforts to comply with applicable data privacy and data security obligations, we may at times fail (or be perceived to have failed) in our efforts to comply. Moreover, despite our efforts, our personnel or third parties on whom we rely may fail to comply with such obligations, which could negatively impact our business operations. If we, or the third parties on which we rely, fail, or are perceived to have failed, to address or comply with applicable data privacy and data security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; orders to destroy or not use information about individuals; and imprisonment of company officials. As a data security company, we could be exposed to additional reputational risks should a data privacy incident occur.

52

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

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

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

As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the fiscal year ending January 31, 2025. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” We have recently commenced the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, but we may not be able to complete our evaluation, testing, and any required remediation in a timely fashion once initiated. Our compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports,

53

the market price of our Class A common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We may become subject to intellectual property disputes, which can be costly and may subject us to significant liability and increased costs of doing business.

We have been and may continue in the future to be subject to intellectual property disputes. In regards to future litigation, our success depends, in part, on our ability to develop and commercialize our data security solutions without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our data security solutions are infringing, misappropriating, or otherwise violating third-party intellectual property rights, and such third parties may bring claims against us, our business partners, and our customers alleging such infringement, misappropriation, or violation. Companies in the software industry are often required to defend against litigation claims based on allegations of infringement, misappropriation, or other violations of intellectual property rights. For example, between 2020 and 2021, we were involved in patent disputes with two of our competitors which have since been resolved. However, we may not in all instances be able to obtain a settlement, or proactively defend or ascertain all third-party rights implicated by our business. Further, certain patent holders that own large numbers of patents and other intellectual property, including “non-practicing entities,” often threaten or enter into litigation based on allegations of infringement or other violations of intellectual property rights. Any claims of intellectual property infringement, even those without merit, may be time-consuming and expensive to resolve, divert management’s time and attention, cause us to cease using or incorporating the challenged technology, expose us to other legal liabilities, such as indemnification obligations, or require us to enter into licensing agreements to obtain the right to use a third-party’s intellectual property. In addition, many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Any litigation may also involve patent holding companies or other adverse patent owners that have no relevant product revenue, and therefore, our patents may provide little or no deterrence as we would not be able to assert them against such entities or individuals. If we are found to infringe a third-party’s intellectual property rights and we cannot obtain a license or develop a non-infringing alternative, we would be forced to cease business activities related to such intellectual property. Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition, or results of operations. Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:

• cease selling or using data security solutions that incorporate the intellectual property rights that we allegedly infringe, misappropriate, or violate;

• make substantial payments for legal fees, settlement payments, or other costs or damages;

• obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or

• redesign the allegedly infringing data security solutions to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

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

54

hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Class A common stock. We expect that the occurrence of infringement claims is likely to grow as our business grows. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources.

We and our employees have and may continue to be subject to claims alleging violations of our employees’ contractual obligations to their prior employers. These claims may be costly to defend, and if we do not successfully do so, our business could be harmed.

Many of our employees were previously employed at current or potential competitors. Although we have processes to ensure that our employees do not use proprietary information or disclose confidential information from their prior employer in their work for us or otherwise violate their contractual post-employment obligations such as customer and employee non-solicits, we or our employees may still in the future become subject to claims alleging such violations. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could negatively impact our business. Even if we are successful in defending against these claims, litigation efforts are costly, time-consuming, and a significant distraction to management.

Our company values have contributed to our success. If we cannot maintain these values as we grow, we could lose certain benefits we derive from them, and our employee turnover could increase, which could harm our business.

We believe our culture is driven by our company values which have been and will continue to be a key contributor to our success. Our core company values are:

• Relentlessness. Unyielding will and curiosity to tackle the hardest challenges.

• Integrity. Do what you say and do the right thing.

• Velocity. Drive clarity, decide quickly, and move fast to delight our customers.

• Excellence. Set a high standard and strive for greatness.

• Transparency. Build trust and drive smart decisions through transparent communication.

We have rapidly increased our workforce across all departments, and we expect to continue to hire aggressively across our business. Our anticipated headcount growth, combined with our transition from a privately held to a publicly traded company, may result in changes to certain employees’ adherence to our core company values. If we do not continue to maintain our adherence to our company values as we grow, including through any future acquisitions or other strategic transactions, we may experience increased turnover in a portion of our current employee base and may not continue to be successful in hiring future employees. Moreover, following this offering, many of our employees may be eligible to receive significant proceeds from the sale of common stock in the public markets. This may lead to higher employee attrition rates or disparities in wealth among our employees, which may harm our culture and relations among employees.

We are subject to risks inherent in international operations that can harm our business, financial condition, and results of operations.

Our current and future international business and operations involve a variety of risks, including:

• slower than anticipated availability and adoption of cloud-based data security solutions by international organizations;

55

• changes in a specific country’s or region’s political or economic conditions, including in the United Kingdom, or the UK, as a result of the UK exiting the European Union, or Brexit;

• the need to adapt and localize our data security solutions for specific countries;

• greater difficulty collecting accounts receivable and longer payment cycles;

• potential changes in trade relations, regulations, or laws;

• unexpected changes in laws, regulatory requirements, or tax laws;

• more stringent regulations relating to privacy, data security, and data localization requirements and the unauthorized use of, or access to, commercial and personal information;

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

• challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

• potential changes in laws, regulations, and costs affecting our UK operations and local employees due to Brexit;

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

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

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

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

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

• limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual property rights, including our trademarks and patents;

• political instability, economic sanctions, terrorist activities, or international conflicts, including the ongoing conflict between Russia and Ukraine, which may impact the operations of our business or the businesses of our customers;

• inflationary pressures, such as those the global market is currently experiencing, which may increase costs for certain services;

• health epidemics or pandemics, such as the COVID-19 pandemic;

• exposure to liabilities under anti-corruption and anti-money laundering laws, including FCPA, U.S. domestic bribery laws, the UK Bribery Act, and similar laws and regulations in other jurisdictions; and

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

The occurrence of any one of these risks could harm our international business and, consequently, our results of operations. Additionally, operating in international markets requires

56

significant management attention and financial resources. We cannot be certain that the investment and additional resources required to operate in other countries will produce desired levels of revenue or profitability.

Changes in tax laws or regulations could harm our financial condition and results of operations.

The tax regimes to which we are subject or under which we operate, including income and non-income taxes, are unsettled in certain respects and may be subject to significant change. Changes in tax laws or regulations, or changes in interpretations of existing laws and regulations, could materially affect our financial condition and results of operations. For example, the Tax Cuts and Jobs Act, or the Tax Act, the Coronavirus Aid, Relief, and Economic Security Act, and the Inflation Reduction Act made many significant changes to the U.S. tax laws. Effective January 1, 2022, the Tax Act eliminated the option to deduct research and development expenses for tax purposes in the year incurred and instead requires taxpayers to capitalize and subsequently amortize such expenses over five years for research activities conducted in the United States and over 15 years for research activities conducted outside the United States. Although there have been legislative proposals to repeal or defer the capitalization requirement to later years, there can be no assurance that the provision will be repealed or otherwise modified. The Tax Act also includes two new U.S. tax base anti-erosion provisions, the global intangible low-taxed income, or GILTI, provisions and the base erosion anti-abuse tax, or BEAT, provisions. The GILTI provisions require us to include in our U.S. taxable income foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. We currently have no foreign subsidiaries with material earnings. Therefore, this provision currently has no material impact on us. The BEAT provisions apply to companies with average annual gross receipts of $500 million or more for the prior three year period, eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. We currently do not expect the BEAT provisions to have an impact on U.S. tax expense.

In addition, many countries in Europe, as well as a number of other countries and organizations, have recently proposed or recommended changes to existing tax laws or have enacted new laws, including as a result of the base erosion and profit shifting or BEPS project that is being led by the Organization for Economic Co-operation and Development, or OECD, and other initiatives led by the OECD or the European Commission, or EC, that could significantly increase our tax obligations in the countries where we do business or require us to change the manner in which we operate our business. For example, the OECD, which represents a coalition of member countries including the United States and other countries in which we have operations, has adopted a directive commonly referred to as “BEPS 2.0,” which, when implemented, would make important changes to the international tax system by allocating taxing rights in respect of certain profits of multinational enterprises above a fixed profit margin to the jurisdictions within which they carry on business (subject to threshold rules) and imposing a minimum effective tax rate on certain multinational enterprises. As another example, several countries have proposed or enacted taxes applicable to digital services, which could apply to our business.

Due to the large and expanding scale of our international business activities, these types of changes to the taxation of our activities could increase our worldwide effective tax rate and increase the amount of taxes imposed on our business. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our consolidated financial statements. Any of these outcomes could harm our financial position and results of operations.

57

We could be required to collect additional sales taxes or be subject to other tax liabilities in various jurisdictions that may adversely affect our results of operations.

We sell subscriptions and services primarily through a distribution channel but if we began to sell more subscriptions and services directly to end user customers, we may become adversely impacted as an increasing number of U.S. states have considered or adopted laws that impose tax collection obligations on out-of-state companies. States or local governments may interpret existing laws, or have adopted or may adopt new laws, requiring us to calculate, collect and remit taxes on sales in their jurisdictions. A successful assertion by one or more taxing jurisdictions requiring us to collect taxes in jurisdictions in which we do not currently do so or to collect additional taxes in jurisdictions in which we currently collect taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest, and additional administrative expenses, which could harm our business. The imposition by state or local governments of sales tax collection obligations on out-of-state sellers also could create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could have an adverse effect on our business and results of operations.

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

As of January 31, 2023, we had net operating loss, or NOL, carryforwards for federal and state income tax purposes of $728.9 million and $311.5 million, respectively, which may be available to offset taxable income in the future, and portions of which expire in various years beginning in 2035 for federal purposes and 2026 for state purposes if not utilized. Under current law, U.S. federal NOLs incurred in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of taxable income. A lack of future taxable income would adversely affect our ability to utilize certain of these NOLs before they expire. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” (as defined under Section 382 of the Code and applicable Treasury Regulations; generally a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period) is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. We have experienced ownership changes in the past and we may experience additional ownership changes in the future (including, potentially, in connection with this initial public offering) under Section 382 of the Code that could affect our ability to utilize the NOLs to offset our income. Similar provisions of state tax law may also apply. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes. For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our results of operations and financial condition.

We may be subject to additional tax liabilities, which could adversely affect our results of operations.

We are subject to taxes in the United States in federal, state, and local jurisdictions and in certain foreign jurisdictions in which we operate. The amount of taxes we pay in different jurisdictions depends on the application of the relevant tax laws to our business activities, the relative amounts of income before taxes in the various jurisdictions in which we operate, the application of new or revised tax laws, the interpretation of existing tax laws and policies, the outcome of current and future tax audits, examinations, or administrative appeals, our ability to realize our deferred tax assets, and our ability to

58

operate our business in a manner consistent with our corporate structure and intercompany arrangements. 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. We may be subject to examination by U.S. federal, state, local, and foreign tax authorities, and such tax authorities may disagree with our tax positions. Our methodologies for pricing intercompany transactions may be challenged, or the taxing authorities in the jurisdictions in which we operate may disagree with our determinations as to the income and expenses attributable to specific jurisdictions or the ownership of certain property acquired or developed pursuant to our intercompany arrangements or property of companies that we have acquired or may acquire in the future. If such a challenge or disagreement were to occur and our position was 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. While we regularly assess the likelihood of adverse outcomes from any such examinations and the adequacy of our provision for taxes, there can be no assurance that such provision is sufficient or that a determination by a tax authority would not adversely affect our business, financial condition, and results of operations. The determination of our overall provision for income and other taxes is inherently uncertain because it requires significant judgment with respect to complex transactions and calculations. As a result, fluctuations in our tax liabilities may differ materially from amounts recorded in our financial statements and could adversely affect our business, financial condition, and results of operations in the periods for which such determination is made.

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes appearing elsewhere in this prospectus. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant estimates and judgments involve our common stock valuations, the identification of the number of performance obligations in our RSC subscription offerings, and our material rights associated with our Refresh Rights and Subscription Credits. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

Our leverage could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, and our ability to react to changes in the economy or our industry, as well as divert our cash flow from operations for debt payments and prevent us from meeting our debt obligations.

We entered into a term loan facility in August 2023 with Goldman Sachs BDC, Inc., as administrative agent, and the other lenders party thereto, consisting of a $289.5 million term loan and $40.5 million of committed delayed draw term loans. The term loans mature in August 2028, and the interest payments associated with the term loans are due quarterly. The August 2023 term loan facility refinanced and replaced the term loan facility we previously entered into in June 2022 with Goldman Sachs BDC, Inc., as administrative agent, and the other lenders party thereto.

59

Our leverage could have an adverse effect on our business and financial condition, including:

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations and capital expenditures and pursue future business opportunities;

• exposing us to increased interest expense, as our degree of leverage may cause the interest rates of any future indebtedness, whether fixed or floating rate interest, to be higher than they would be otherwise;

• making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, could result in an event of default that accelerates our obligation to repay indebtedness;

• restricting us from making strategic acquisitions;

• limiting our ability to obtain additional financing for working capital, capital expenditures, product development, satisfaction of debt service requirements, acquisitions, and general corporate or other purposes;

• increasing our vulnerability to adverse economic, industry, or competitive developments; and

• limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be better positioned to take advantage of opportunities that our existing indebtedness prevents us from exploiting.

A substantial majority of our existing indebtedness consists of indebtedness under our term loan facility with Goldman Sachs BDC, Inc., as administrative agent, and the other lenders party thereto, which matures in August 2028. We may not be able to further refinance the existing indebtedness because of the amount of our debt, debt incurrence restrictions under our debt agreements, or adverse conditions in credit markets generally. Our inability to generate sufficient cash flow to satisfy our obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would result in an adverse effect on our business, financial condition, and results of operations.

Furthermore, we may incur significant additional indebtedness in the future. Although the financing documents that govern substantially all of our indebtedness contain restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of qualifications and exceptions. Additional indebtedness incurred in compliance with these restrictions could be substantial. To the extent we incur additional indebtedness, the significant leverage risks described above would be exacerbated.

The terms of the financing documents governing our term loan and credit facilities restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The financing documents governing our credit facilities impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including restrictions on our ability to:

• incur or guarantee additional indebtedness;

• pay dividends and make other distributions on, or redeem or repurchase, capital stock;

• make certain investments;

• incur certain liens;

60

• enter into transactions with affiliates;

• merge or consolidate;

• enter into agreements that restrict the ability of subsidiaries to make certain intercompany dividends, distributions, payments, or transfers; and

• transfer or sell assets, including our intellectual property.

As a result of the restrictions described above, we will be limited as to how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders or amend the covenants.

Our failure to comply with the restrictive covenants described above as well as other terms of our indebtedness or the terms of any future indebtedness we may incur from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our business, financial condition, and results of operations could be adversely affected.

Risks Related to Ownership of Our Common Stock

The dual class structure of our common stock as contained in our amended and restated certificate of incorporation has the effect of concentrating voting control with those stockholders who held our stock prior to this offering, including our executive officers, employees, and directors and their affiliates, and limiting your ability to influence corporate matters, which could adversely affect the trading price of our Class A common stock.

Our Class B common stock has                  votes per share, and our Class A common stock, which is the stock we are offering in this initial public offering, has one vote per share. Based on shares of common stock held as of                      , 2023, stockholders who hold shares of Class B common stock, including our executive officers and directors and their affiliates, will together hold approximately                  of the voting power of our outstanding capital stock following this offering, and our directors, executive officers, and principal stockholders will beneficially own approximately                  of our outstanding classes of common stock as a whole, but will control approximately                  of the voting power of our outstanding common stock, following this offering. As a result, our executive officers, directors, and other affiliates will have significant influence over our management and affairs and over all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of the company or our assets, for the foreseeable future.

In addition, the holders of Class B common stock collectively will continue to be able to control all matters submitted to our stockholders for approval even if their stock holdings represent less than 50% of the outstanding shares of our common stock. Because of the                  voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock even when the shares of Class B common stock represent as little as     % of the combined voting power of all outstanding shares of our Class A common stock and Class B common stock. This concentrated control will limit your ability to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A common stock could be adversely affected.

61

Future transfers by holders of shares of Class B common stock will generally result in those shares converting to shares of Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. Certain permitted transfers, as specified in our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering, will not result in shares of Class B common stock automatically converting to shares of Class A common stock.

FTSE Russell does not allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices, including the Russell 2000. Also, in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track these indices will not be investing in our stock. In addition, we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and would make our Class A common stock less attractive to other investors. As a result, the trading price, volume, and liquidity of our Class A common stock could be adversely affected.

Our stock price may be volatile, and the value of our Class A common stock may decline.

The market price of our Class A common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including:

• actual or anticipated fluctuations in our financial condition or results of operations;

• variance in our financial performance from our forecasts or the expectations of securities analysts;

• changes in our revenue mix;

• changes in the pricing of our data security solutions;

• changes in our projected operating and financial results;

• changes in laws or regulations applicable to our data security solutions;

• announcements by us or our competitors of significant business developments, acquisitions, or new data security solutions;

• significant data breaches, disruptions to, or other incidents involving our data security solutions;

• our involvement in litigation;

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

• changes in senior management or key personnel;

• the trading volume of our Class A common stock;

• changes in the anticipated future size and growth rate of our market; and

• general political, social, economic, and market conditions, in both domestic and our foreign markets, including effects of increased interest rates, inflationary pressures, bank failures and macroeconomic uncertainty and challenges.

62

Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may also negatively impact the market price of our Class A common stock. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

No public market for our Class A common stock currently exists, and an active public trading market may not develop or be sustained following this offering.

No public market for our Class A common stock currently exists. An active public trading market for our Class A common stock may not develop following the closing of this offering or, if developed, it may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

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

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in 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, our ultimate use may vary substantially from our currently intended use. Investors will need to rely on the judgment of our management with respect to the use of proceeds. Pending use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities, such as money market funds, corporate notes and bonds, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government that may not generate a high yield for our stockholders. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations, and growth prospects could be harmed, and the market price of our Class A common stock could decline.

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

Sales of a substantial number of shares of our Class A common stock in the public market following the closing of this offering, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. Many of our existing equity holders have substantial unrecognized gains on the value of the equity they hold based upon the price of this offering, and therefore, they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Class A common stock.

All of our directors, officers, and the holders of substantially all of our common stock outstanding immediately prior to this offering, have agreed with the underwriters that, until 180 days after the date of this prospectus, or the restricted period, subject to certain exceptions, they will not, without the prior written consent of us and the underwriters, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any of our shares of common stock, any options or warrants to purchase any of our shares of common stock or any securities convertible into or

63

exchangeable for or that represent the right to receive shares of our common stock; provided that Goldman Sachs & Co. LLC may release any of the securities subject to these lock-up agreements at any time, subject to the applicable notice requirements. If not earlier released, all of the shares of Class A common stock not sold in this offering will become eligible for sale upon expiration of the restricted period, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act.

In addition, there were                  shares of Class A common stock issuable upon the exercise of options and                 restricted stock units, or RSUs, to be settled in shares of our Class A common stock as of                     , 2023. We intend to register all of the shares of common stock issuable upon exercise of outstanding options, the vesting and settlement of outstanding RSUs, and other equity incentives we may grant in the future, for public resale under the Securities Act. The shares of common stock will become eligible for sale in the public market to the extent such options are exercised or RSUs are vested and settled, subject to the lock-up agreements described above comply with applicable securities laws.

Further, based on shares outstanding as of                      , 2023, holders of approximately                  shares of our Class B common stock, or      % of our capital stock after the closing of this offering, will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

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

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors, and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

The initial public offering price of our Class A common stock is substantially higher than the pro forma net tangible book value per share of our Class A common stock immediately after this offering. If you purchase shares of our Class A common stock in this offering, you will suffer immediate dilution of $                per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to the sale of common stock in this offering and the assumed initial public offering price of $                per share, the midpoint of the price range set forth on the cover page of this prospectus. See the section titled “Dilution.”

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

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. In addition, our term loan credit facility with Goldman Sachs BDC contains restrictions on our ability to pay cash dividends on our Class A Common Stock.

64

Additionally, our ability to pay dividends may be further restricted by agreements we may enter into in the future. Accordingly, you may need to rely on sales of our Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404, 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. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our Class A common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

We will remain an emerging growth company until the first to occur of: (1) the last day of the year following the fifth anniversary of this offering; (2) the last day of the first year in which our annual gross revenue is $1.235 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities; and (4) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future results of operations may not be as comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile.

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

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the securities exchange on which our Class A common stock trades, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

65

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our Class A common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect immediately prior to the closing of this offering, may have the effect of preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws will include provisions that:

• authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock;

• require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

• specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, our chief executive officer, or our president (in the absence of a chief executive officer);

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

• establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;

• prohibit cumulative voting in the election of directors;

• provide that our directors may be removed for cause only upon the vote of at least 66 2/3% of our outstanding shares of voting stock;

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

• require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Class A common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that you would receive a premium for your shares of our Class A common stock in an acquisition.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware and the federal district courts of the United States of America as the exclusive forums for certain disputes between us and our stockholders, which will restrict our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation, to be effective immediately prior to the closing of this offering, will provide that the Court of Chancery of the State of Delaware (or, if and only if

66

the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or other employees to us or our stockholders, or any action asserting a claim for aiding and abetting such breach of fiduciary duty; (iii) any action or proceeding asserting a claim against us or any of our current or former directors, officers or other employees arising out of or pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; (iv) any action or proceeding to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws (including any right, obligation, or remedy thereunder); (v) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action or proceeding asserting a claim against us or any of our current or former directors, officers, or other employees that is governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This provision would not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. In addition, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation to be effective immediately prior to the closing 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 federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, including all causes of action asserted against any defendant named in such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. However, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such provision. Our amended and restated certificate of incorporation, to be effective immediately prior to the closing of this offering, will further provide that any person or entity holding, owning or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States of America. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and we cannot assure you that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business.

67

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Class A common stock could decline.

The market price and trading volume of our Class A common stock following the closing of this offering will be heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price would be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our Class A common stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our Class A common stock.

General Risk Factors

Any future litigation against us could be costly and time-consuming to defend.

We have in the past been and in the future may become subject to legal proceedings and claims that arise in the ordinary course of business, such as intellectual property claims, including trade secret misappropriation and breaches of confidentiality terms, alleged breaches of non-competition or non-solicitation terms, or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial condition, and results of operations.

Our business could be disrupted by catastrophic events.

Occurrence of any catastrophic event, including earthquake, fire, flood, tsunami, or other weather event, power loss, telecommunications failure, software or commodity appliance malfunction, cyberattack, war, or terrorist attack, explosion, or pandemic could impact our business. In particular, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity, and are thus vulnerable to damage in an earthquake. Our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster. Additionally, we rely on third-party cloud providers and enterprise applications, technology systems, and our website for our development, marketing, operational support, hosted services, and sales activities. In the event of a catastrophic event, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our product development, lengthy interruptions in our data security solutions, and breaches of data security, all of which could have an adverse effect on our results of operations. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business would be harmed.

68

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial condition or results of operations, business strategy and plans, and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

• our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, and other results of operations, including our key metrics;

• the growth rate of the market in which we compete;

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

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

• our ability to achieve or sustain our profitability;

• future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

• the costs and success of our marketing efforts and our ability to promote our brand;

• our beliefs and objectives for future operations;

• our ability to increase sales of our products;

• our ability to acquire new customers and successfully retain and expand platform usage with existing customers;

• our ability and expectations to continue to innovate and enhance our platform;

• our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

• our ability to obtain, maintain, protect, and enforce our intellectual property rights and any costs associated therewith;

• our ability to operate our business under evolving macroeconomic conditions, such as high inflation, bank failures and related uncertainties, or recessionary or uncertain environments;

• the effects of the COVID-19 pandemic or other epidemics or pandemics;

• our ability to compete effectively with existing competitors and new market entrants;

• our ability to introduce new products on top of our platform;

• our ability and expectations to expand internationally;

• our ability to utilize AI successfully in our current and future products;

• our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States and other jurisdictions where we elect to do business; and

• our intended use 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.

69

You should not rely on 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, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors 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. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

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

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, actual results, revised expectations, 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.

70

MARKET, INDUSTRY, AND OTHER DATA

This prospectus contains statistical data, estimates, forecasts, and information concerning our industry, including the market size and growth of the markets in which we participate, that are based on independent industry publications or other publicly available information, as well as other information based on our internal sources. While we believe the industry and market data included in this prospectus are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. 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 sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Among other items, certain of the market research included in this prospectus was published prior to the outbreak of the COVID-19 pandemic and did not anticipate the virus or the impact it has caused on our industry. We have utilized this pre-pandemic market research in the absence of updated sources. These and other factors could cause results to differ materially from those expressed in the projections and estimates made by the independent third parties and us.

The sources of certain statistical data, estimates, and forecasts contained in this prospectus are:

• Cybersecurity Ventures, Ransomware Will Strike Every 2 Seconds By 2031, September 2022.

• Gartner, Inc., Forecast Analysis: Cloud Security Posture Management, Worldwide, July 2023.

• Gartner, Inc., Forecast: Enterprise Infrastructure Software, Worldwide, 2021-2027, 2Q23 Update, June 2023.

• Gartner, Inc., Forecast: Information Security and Risk Management, Worldwide, 2021-2027, 2Q23 Update, June 2023.

• International Data Corporation (IDC), Worldwide IDC Global DataSphere Forecast, 2022-2026: Enterprise Organizations Driving Most of the Data Growth, May 2022.

• Netskope, Inc., Cloud Report, August 2019.

• SonicWall, Inc., Mid-Year Update: 2022 SonicWall Cyber Threat Report, July 2022.

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

71

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $             million (or approximately $             million if the underwriters’ option to purchase additional shares is exercised in full) based on an assumed initial public offering price of $             per share of Class A common stock, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share of Class A common stock, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $             million, assuming the assumed initial public offering price per share remains the same, and after deducting 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 and create a public market for our Class A common stock. We intend to use a portion of the net proceeds we receive from this offering to repay the outstanding indebtedness under our term loan credit facility of approximately $             million. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for additional information regarding our term loan credit facility. We also intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. We cannot specify with certainty all of the particular uses for the remaining net proceeds to us from this offering. We may also use a portion of the remaining net proceeds for the acquisitions of, or strategic investments in, complementary businesses, products, services, or technologies. However, we do not have any agreements or commitments to enter into any material acquisitions or investments at this time. We will have broad discretion over how we use the net proceeds from this offering. Pending the use of the proceeds from this offering as described above, we intend to invest the net proceeds from the offering that are not used as described above in investment-grade, interest-bearing instruments such as money market funds, corporate notes and bonds, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.

72

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. Our term loan credit facility with Goldman Sachs BDC contains restrictions on our ability to pay cash dividends on our capital stock. Additionally, our ability to pay dividends may be further restricted by agreements we may enter into in the future.

73

CAPITALIZATION

The following table sets forth our cash, cash equivalents, and short-term investments and our capitalization as of July 31, 2023 on:

• an actual basis;

• a pro forma basis, to reflect (i) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock, of which there were 74,182,559 shares outstanding as of July 31, 2023, into an equal number of shares of Class B common stock as if such conversion had occurred on July 31, 2023; (ii) the automatic conversion of all outstanding shares of convertible founders stock, of which there were 5,400,000 shares outstanding as of July 31, 2023, into an equal number of shares of Class B common stock as if such conversion had occurred on July 31, 2023; (iii) stock-based compensation expense of $            million as of July 31, 2023 related to stock options subject to service-based, performance-based, and market-based conditions, for which the performance-based condition will be satisfied in connection with this offering; (iv) stock-based compensation expense of $            million as of July 31, 2023 related to RSUs subject to service-based and performance-based conditions; and (v) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the closing of this offering; and

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

The pro forma as adjusted information below is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information together with the section titled “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.

74

	As of July 31, 2023
	Actual			Pro Forma	Pro Forma as Adjusted(1)
	(in thousands, except share and per share amounts)
Cash, cash equivalents, and short-term investments	$	262,225		$	$
Total debt	$	186,061		$	$
Redeemable convertible preferred stock, par value $0.000025 per share; 74,182,559 shares authorized, issued, and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted		714,713
Stockholders’ (deficit) equity:
Preferred stock, par value $             per share; no shares authorized, issued, and outstanding, actual;             shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted
Common stock, par value $0.000025 per share; 203,935,682 shares authorized, 55,152,375 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted
Convertible founders stock, par value $0.000125 per share; 5,400,000 shares authorized, 5,400,000 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted
Class A common stock, par value $0.000025 per share; no shares authorized, issued and outstanding, actual;             shares authorized, no shares issued and outstanding, pro forma;             shares authorized,             shares issued and outstanding, pro forma as adjusted
Class B common stock, par value $0.000025 per share; no shares authorized, issued, or outstanding, actual;             shares authorized, 134,734,934 shares issued and outstanding, pro forma and pro forma as adjusted
Additional paid-in capital		245,909
Accumulated other comprehensive (loss)		(389	)
Accumulated deficit		(1,498,749	)
Total stockholders’ (deficit) equity		(1,253,228	)
Total capitalization	$	(352,454	)	$	$

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease)the amount of pro forma as adjusted cash, cash equivalents, and short-term investments, total stockholders’ (deficit) equity, and total capitalization by $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase (decrease) the number of shares we are offering. An increase (decrease) of $1.0 million in the number of shares we are offering would increase or decrease the amount of pro forma as adjusted cash, cash equivalents, and short-term investments, total stockholders’ (deficit) equity, and total capitalization by $             million, assuming the assumed initial public offering price per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

75

The number of shares of our Class A common stock and Class B common stock that will be outstanding after this offering is based on no shares of our Class A common stock and 134,734,934 shares of our Class B common stock (including shares of our redeemable convertible preferred stock and convertible founders stock on an as-converted basis) outstanding as of July 31, 2023, and excludes:

• 3,407,586 shares of Class B common stock issuable upon the exercise of stock options outstanding as of July 31, 2023, with a weighted-average exercise price of $6.29 per share;

•              shares of Class B common stock issuable upon the exercise of stock options granted subsequent to July 31, 2023, with a weighted-average exercise price of $             per share;

• 8,000,000 shares of Class B common stock issuable upon the exercise of stock options granted subsequent to July 31, 2023, with a weighted-average exercise price equal to our initial public offering price;

• 23,383,726 shares of Class B common stock issuable upon the vesting and settlement of RSUs outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition was satisfied as of July 31, 2023;

• 22,033,321 shares of Class B common stock issuable upon the vesting and settlement of RSUs, outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering but the service-based condition was not satisfied as of July 31, 2023;

• 2,233,082 shares of Class B common stock issuable upon the vesting and settlement of RSUs outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering but the market-based conditions were not satisfied as of July 31, 2023;

•             shares of Class B common stock issuable upon the vesting and settlement of RSUs granted subsequent to July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition has been satisfied;

•             shares of Class B common stock issuable upon the vesting and settlement of RSUs granted subsequent to July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition has not been satisfied;

• 8,784,197 shares of Class B common stock reserved for future issuance under our 2014 Plan as of July 31, 2023 (without giving effect to (i) an additional                shares of Class B common stock reserved for future issuance under this plan subsequent to July 31, 2023, and (ii) the issuance of stock options and RSUs granted subsequent to July 31, 2023 to purchase                shares of Class B common stock described above), which shares will be transferred to our 2023 Plan, at the time the registration statement, of which this prospectus is a part, becomes effective;

•             shares of Class A common stock reserved for future issuance under our 2023 Plan plus (i) the shares that remain available for grant of future awards under our 2014 Plan at the time our 2023 Plan becomes effective in connection with this offering, and (ii) shares underlying outstanding stock awards granted under our 2014 Plan that expire, or are forfeited, canceled, withheld, or reacquired; and

•             shares of Class A common stock reserved for future issuance under our 2023 ESPP, which will become effective in connection with this offering.

Our 2023 Plan and 2023 ESPP provide for annual automatic increases in the number of shares reserved thereunder. See the section titled “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

76

DILUTION

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

Our historical net tangible book deficit as of July 31, 2023 was $            million, or $            per share of common stock. Historical net tangible book deficit represents the amount of our total tangible assets less our total liabilities and redeemable convertible preferred stock, divided by the number of shares of common and convertible founders stock outstanding as of July 31, 2023.

Our pro forma net tangible book value as of July 31, 2023 was $             million, or $             per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of our common stock outstanding as of July 31, 2023, after giving effect to the automatic conversion of 74,182,559 shares of redeemable convertible preferred stock as of July 31, 2023 into an equal number of shares of Class B common stock, and the automatic conversion of all outstanding shares of convertible founders stock, of which there were 5,400,000 shares outstanding as of July 31, 2023, into an equal number of shares of Class B common stock immediately prior to the closing of this offering.

After giving further effect to the sale of              shares of Class A common stock that we are offering at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of July 31, 2023 would have been $            million, or $             per share of Class A common stock. This amount represents an immediate increase in pro forma net tangible book value of $            per share to our existing stockholders and immediate dilution in pro forma as adjusted net tangible book value of approximately $             per share to new investors purchasing shares of Class A common stock in this offering.

Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors. The following table illustrates this dilution (without giving effect to any exercise by the underwriters of their option to purchase additional shares):

Assumed initial public offering price per share		$
Historical net tangible book deficit per share as of July 31, 2023	$
Increase per share attributable to the pro forma adjustments described above
Pro forma net tangible book value per share as of July 31, 2023, before giving effect to this offering
Increase in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma as adjusted net tangible book value per share after this offering		$
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering		$

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible

77

book value per share after this offering by approximately $             per share, and increase (decrease) the dilution in the pro forma as adjusted net tangible book value per share to new investors by approximately $             per share, in each case, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by approximately $             per share and increase (decrease) the dilution to investors participating in this offering by approximately $            per share, in each case assuming that 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 exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value after the offering would be $            per share, the increase in pro forma as adjusted net tangible book value per share would be $             per share and the dilution per share to new investors would be $             per share, in each case assuming an initial public offering price of $             per share, the midpoint of the estimated price range set forth on the cover page of this prospectus.

The following table summarizes, on the pro forma as adjusted basis described above, as of July 31, 2023, the differences between the number of shares of our Class B common stock purchased from us by our existing stockholders and our Class A common stock purchased from us by new investors purchasing shares in this offering, the total consideration paid to us in cash, the average price per share paid by existing stockholders for shares of common stock issued prior to this offering, and the price to be paid by new investors for shares of common stock in this offering. The calculation below is based on the assumed initial public offering estimated price of $            per share, the midpoint of the price range set forth on the cover page of the prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

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

If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own     %, and the investors purchasing shares of our common stock in this offering would own     % of the total number of shares of our Class A common stock outstanding immediately after the closing of this offering.

The number of shares of our Class A common stock and Class B common stock that will be outstanding after this offering is based on no shares of our Class A common stock and 134,734,934 shares of our Class B common stock (including shares of our redeemable convertible preferred stock and convertible founders stock on an as-converted basis) outstanding as of July 31, 2023, and excludes:

• 3,407,586 shares of Class B common stock issuable upon the exercise of stock options outstanding as of July 31, 2023, with a weighted-average exercise price of $6.29 per share;

•              shares of Class B common stock issuable upon the exercise of stock options granted subsequent to July 31, 2023, with a weighted-average exercise price of $            per share;

• 8,000,000 shares of Class B common stock issuable upon the exercise of stock options granted subsequent to July 31, 2023, with a weighted-average exercise price equal to our initial public offering price;

78

• 23,383,726 shares of Class B common stock issuable upon the vesting and settlement of RSUs outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition was satisfied as of July 31, 2023;

• 22,033,321 shares of Class B common stock issuable upon the vesting and settlement of RSUs, outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering but the service-based condition was not satisfied as of July 31, 2023;

• 2,233,082 shares of Class B common stock issuable upon the vesting and settlement of RSUs outstanding as of July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering but the market-based conditions were not satisfied as of July 31, 2023;

• shares of Class B common stock issuable upon the vesting and settlement of RSUs granted subsequent to July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition has been satisfied;

•             shares of Class B common stock issuable upon the vesting and settlement of RSUs granted subsequent to July 31, 2023, for which the performance-based condition will be satisfied in connection with this offering and for which the service-based condition has not been satisfied;

• 8,784,197 shares of Class B common stock reserved for future issuance under our 2014 Plan as of July 31, 2023 (without giving effect to (i) an additional             shares of Class B common stock reserved for future issuance under this plan subsequent to July 31, 2023, and (ii) the issuance of stock options and RSUs granted subsequent to July 31, 2023 to purchase             shares of Class B common stock described above), which shares will be transferred to our 2023 Plan, at the time the registration statement, of which this prospectus is a part, becomes effective;

•             shares of Class A common stock reserved for future issuance under our 2023 Plan plus (i) the shares that remain available for grant of future awards under our 2014 Plan at the time our 2023 Plan becomes effective in connection with this offering, and (ii) shares underlying outstanding stock awards granted under our 2014 Plan that expire, or are forfeited, canceled, withheld, or reacquired; and

•             shares of Class A common stock reserved for future issuance under our 2023 ESPP, which will become effective in connection with this offering.

Our 2023 Plan and 2023 ESPP provide for annual automatic increases in the number of shares reserved thereunder. See the section titled “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

To the extent any outstanding options are exercised, or any outstanding RSUs settle, or new stock options or RSUs are issued under our equity incentive plans, or we issue additional equity or convertible debt securities in the future, there will be further dilution to investors participating in this offering. If all outstanding options and RSUs under our 2014 Plan as of July 31, 2023 were exercised or settled, then our existing stockholders, including the holders of these securities would own         % and our new investors would own         % of the total number of shares of our Class A common stock and Class B common stock outstanding on the closing of this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

79

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Summary Consolidated Financial and Other Data,” and the consolidated financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis, including information with respect to our planned investments in our research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year end is January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. References to fiscal 2022 and fiscal 2023, for example, refer to the fiscal years ended January 31, 2022 and January 31, 2023, respectively.

Overview

We are on a mission to secure the world’s data.

Cyberattacks are inevitable. Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks. We believe that the future of cybersecurity is data security—if your data is secure, your business is resilient.

We built Rubrik Security Cloud, or RSC, with Zero Trust design principles to secure data across enterprise, cloud, and SaaS applications. RSC delivers cyber resilience by being a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. This platform is architected to help organizations achieve cyber resilience, which encompasses cyber posture and cyber recovery. Our platform ultimately enables organizations to confidently accelerate digital transformation and leverage the cloud to realize business agility.

80

We launched our first enterprise software product, Converged Data Management, in fiscal 2016, which combined data and metadata together into a single layer of software to offer Zero Trust data protection, and sold it as a perpetual license along with associated maintenance contracts. Our early customers deployed Converged Data Management as a self-managed platform on our Rubrik-branded commodity servers, or Rubrik-branded Appliances, purchased from us to protect their enterprise data across hybrid cloud environments.

As part of our early transformation, we rebranded Converged Data Management to Cloud Data Management, or CDM, and in fiscal 2019, we began offering CDM with extended data protection to cloud native applications. In addition, we began offering a new SaaS subscription product, Ransomware Monitoring & Investigation. Subsequently, we introduced other SaaS products like Sensitive Data Monitoring & Management. Our customers managed CDM as a hybrid cloud platform across enterprise and cloud data. In fiscal 2020, we continued our business evolution to a subscription pricing model by offering our CDM platform as a subscription term-based license with associated support. Included in this subscription term-based license was the right to next generation Rubrik-branded Appliances at no cost for qualified customers, which we refer to as Refresh Rights. As of February 1, 2022, we generally stopped offering CDM as a perpetual license.

81

In fiscal 2023, to meet customer demands for data security and a single, unified cloud-based control plane, we launched RSC, a comprehensive Zero Trust Data Security platform. RSC culminates our early vision of providing one point of control to secure data across enterprise, cloud, and SaaS applications. RSC is primarily adopted by our customers as a cloud-native, fully managed SaaS solution. It is also available as an enterprise-ready, self-managed version, or RSC-Private, for a few select customers that are subject to stringent data control policies. In addition to the introduction of RSC, we continued to innovate in our security product portfolio by releasing Threat Hunting, Threat Containment, and Cyber Recovery.

We began transitioning customers from our legacy CDM capabilities to RSC in fiscal 2023, all of which are subscription-based offerings. As part of this business transition, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers and stopped offering the Refresh Rights as part of our subscription offerings. As a result, we expect sales of RSC to represent a majority of our total revenue by the end of fiscal 2024.

We recognize revenue from the sales of RSC ratably over the term of the subscription. We recognize a portion of revenue from sales of RSC-Private upon delivery and the remainder ratably over the term of the subscription. As RSC is primarily adopted as a cloud-native SaaS solution, a majority of our revenue recognition is ratable. The majority of sales of our subscriptions are for three-year terms with upfront payment, and renewals are typically for one-year terms.

82

We expect new and existing customers to increasingly adopt RSC, which we expect to be the majority of our subscription revenue by the end of fiscal 2024. In addition, for qualified customers with Refresh Rights, we offer Subscription Credits, which we offset against future subscription revenue, as a way to incentivize these customers to relinquish their Refresh Rights. Our revenue will fluctuate when qualified customers choose to exercise or forfeit their Subscription Credits or Refresh Rights, which are customer options that are accounted for as material rights. Due to the ratable revenue recognition related to new and existing customer adoption of RSC and the impact of the Subscription Credits, we believe our subscription revenue growth will fluctuate through fiscal 2027.

As part of our business transition, we expect our maintenance revenue to continue to decrease as we generally no longer offer new perpetual licenses. In addition, we are converting existing maintenance customers into subscription customers as their maintenance contracts come up for renewal. We expect the conversion of maintenance contracts to subscription offerings to be largely completed by the end of fiscal 2026.

We expect our other products revenue to decrease as a percentage of total revenue as we transition the sale of Rubrik-branded Appliances from us to our contract manufacturers and generally no longer offer perpetual licenses.

The trends described above are a result of our business transition which will cause fluctuations to our total revenue growth through fiscal 2027 and limit the comparability of our revenue with past performance. As a result, we measure the success of our business on the basis of Subscription ARR. Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers.

Our total revenue increased from $506.1 million in fiscal 2022 to $599.8 million in fiscal 2023. Our total revenue was $287.3 million for the six months ended July 31, 2023. Our Subscription ARR grew from $271.7 million as of January 31, 2022 to $532.9 million as of January 31, 2023, representing a

83

96% increase. Of the 96% increase, approximately 17 percentage points are a result of transitioning our existing maintenance customers to our subscription editions. As of July 31, 2023, our Subscription ARR was $655.0 million, representing a 72% increase compared to $381.5 million of Subscription ARR as of July 31, 2022. Of the 72% increase, approximately 9 percentage points are a result of transitioning our existing maintenance customers to our subscription editions. In addition, as customers experience the benefits of our platform, they typically expand their usage significantly, as evidenced by our average subscription dollar-based net retention rate of 145% and 150% as of January 31, 2022 and 2023, respectively, and 146% as of July 31, 2023.

As a result of our business transition and resulting fluctuations to revenue, we expect our net income (losses) to fluctuate through fiscal 2027 and limit the comparability of our net income (losses) with past performance. In fiscal 2022, fiscal 2023, and the six months ended July 31, 2023, we incurred net losses of $(254.4) million, $(277.7) million, and $(170.4) million, respectively. In fiscal 2022, fiscal 2023, and the six months ended July 31, 2023, operating cash flow was $(82.8) million, $19.3 million, and $(24.2) million, respectively, and free cash flow was $(103.2) million, $(15.0) million, and $(36.7) million, respectively.

Our Go-to-Market Strategy

RSC is primarily adopted by our customers as a cloud-native, fully managed, SaaS solution. For select customers in highly regulated industries subject to stringent data control policies, we offer RSC-Private as an enterprise-ready, self-managed version. Both versions of our platform include various products built on top of RSC that, in combination, help organizations achieve business resilience against cyberattacks, malicious insiders, and operational disruptions.

Our platform can be purchased in three subscription editions. Our various editions include a combination of products across data sources (enterprise, cloud, and SaaS applications). We price our subscription editions primarily based on edition tier and data volume. Our subscription editions are as follows:

• Foundation Edition. Keeps data secure and recoverable from cyberattacks and operational failures.

• Business Edition. Builds upon Foundation Edition by proactively monitoring for ransomware.

• Enterprise Edition. Builds upon Business Edition by continuously monitoring data risk and orchestrating cyber recovery.

84

We primarily sell subscriptions of RSC through our global sales team and partner network, where we target the largest organizations worldwide to mid-sized organizations. We also sell to smaller customers through a high-velocity engagement model driven by our inside sales team. Our platform’s broad capability allows us to serve organizations of all sizes across a wide range of industries and geographies. We are trusted by some of the world’s largest organizations and brands to protect their data.

We utilize a land and expand approach, acquiring new customers and expanding with existing customers. We sell our products through subscription editions and can land in four distinct ways by securing private cloud (which we refer to as enterprise), enterprise NAS⁽¹⁾ (which we refer to as unstructured data), cloud, and SaaS applications. After the initial purchase, our customers often expand the adoption of our platform within their organization. Expansion happens along three vectors: the growth of data from applications already secured by Rubrik, new applications secured, and additional data security products. This expansion is driven by a natural flywheel effect in which the value of our platform increases as our customers’ data grows across various applications. As organizations manage more data with RSC and adopt additional data security products, they gain deeper insights into their data, strengthen their overall security posture, and reduce compliance risk, thereby increasing their overall affinity with Rubrik and driving further adoption.

Key Factors Affecting Our Performance

Evolution of the Market and Adoption of Our Solutions

Our future success depends in part on the market adoption of our approach to Zero Trust Data Security. Many organizations have focused on preventing cyberattacks instead of protecting their data and having a plan to recover it in case of a cyberattack. We believe that the existing security ecosystem lacks a data security platform that will secure a customer’s data, wherever it lives, across enterprise, cloud, and SaaS applications. RSC is our Zero Trust Data Security platform that addresses the growing demand from organizations of virtually any size, across a wide range of industries, to address data security and cyberattack risks. As the data security market continues to evolve, we expect to continuously innovate our platform and product functionality to keep us in a strong position to capture the large opportunity ahead.

New Customer Acquisition

Our business model relies on rapidly and efficiently engaging with new customers. Our ability to attract new customers will depend on a number of factors, including our ability to innovate upon our product breadth and capabilities, our success in recruiting and scaling our sales and marketing organization, our ability to accelerate ramp time of our sales force, our ability to develop and maintain strong partnerships, the impact of marketing efforts to enhance our brand, and competitive dynamics in our target markets. We have seen our customer count grow to over 5,600 as of July 31, 2023 from over 5,000 as of January 31, 2023.

Retaining and Expanding Within Our Existing Customer Base

Our ability to retain customers and expand within existing customers is integral to our growth and future success. Our growing base of customers represents a significant opportunity for further expansion across our platform. Our customers typically start with securing data in one or more applications on our platform, and then expand by securing additional applications and increasing the amount of data secured. They further extend their use of our platform through adoption of additional security products. Several of our largest customers have deployed our platform to protect enterprise,

⁽¹⁾  Network-Attached Storage.

85

unstructured data, cloud, and SaaS applications, securing large amounts of their data. Our ability to expand and extend within our customer base will depend on a number of factors, including platform performance, our customers’ satisfaction with our platform, competitive offerings, pricing, overall changes in our customers’ spending levels, and the effectiveness of our efforts to help our customers realize the benefits of our platform.

Key Business Metrics

We monitor the following key business metrics to help us evaluate our business.

Subscription ARR

Subscription ARR is calculated as the annualized value of our active subscription contracts as of the measurement date, assuming any contract that expires during the next 12 months is renewed on existing terms. Subscription contracts include cloud-based contracts for our subscription offerings and products sold on top of our RSC platform, prior sales of CDM sold as a subscription term-based license with associated support, and standalone sales of our SaaS subscription products like Ransomware Monitoring & Investigation and Sensitive Data Monitoring & Management. We believe Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers.

The following table sets forth our Subscription ARR as of the dates presented:

	As of January 31,						As of July 31,
	2022			2023			2022			2023
	(in thousands, except percentages)
Subscription ARR	$	271,735		$	532,929		$	381,510		$	655,022
% growth		106	%		96	%		108	%		72	%

Subscription ARR does not include any maintenance revenue associated with perpetual licenses, which we generally no longer offer. Of the 106% and 96% growth, approximately 8 percentage points and 17 percentage points of growth for fiscal 2022 and fiscal 2023, respectively, were a result of transitioning our existing maintenance customers to our subscription editions. Approximately 9 percentage points of the 72% year-over-year growth from July 31, 2022 to July 31, 2023 were a result of transitioning our existing maintenance customers to our subscription editions.

Cloud Annual Recurring Revenue, or Cloud ARR, as a Percentage of Subscription ARR

Cloud ARR is calculated as the annualized value of our active cloud-based subscription contracts as of the measurement date, assuming any contract that expires during the next 12 months is renewed on existing terms. Our cloud-based subscription contracts include RSC (excluding RSC-Private), associated hosted products that run on top of our platform, and standalone sales of our SaaS subscription products like Ransomware Monitoring & Investigation and Sensitive Data Monitoring & Management. We believe that Cloud ARR provides important information on new and existing customers purchasing new RSC subscription offerings and existing subscription term-based license customers renewing with RSC subscription offerings. We expect sales of RSC to represent a majority of our subscription revenue by the end of fiscal 2024.

The following table sets forth our Cloud ARR as a percentage of Subscription ARR as of the dates presented:

	As of January 31,						As of July 31,
	2022			2023			2022			2023
Cloud ARR as a percentage of Subscription ARR		27	%		45	%		33	%		58	%

86

Average Subscription Dollar-Based Net Retention Rate

We believe that our average subscription dollar-based net retention rate provides useful information about the evolution of our existing customers and our future growth prospects. Our average subscription dollar-based net retention rate compares our Subscription ARR from the same set of subscription customers across comparable periods. We calculate our average subscription dollar-based net retention rate by first identifying subscription customers, or the Prior Period Subscription Customers, which were subscription customers at the end of a particular quarter, or the Prior Period. We then calculate the Subscription ARR from these Prior Period Subscription Customers at the end of the same quarter of the subsequent year, or the Current Period. This calculation captures upsells, contraction, and attrition since the Prior Period. We then divide total Current Period Subscription ARR by the total Prior Period Subscription ARR for Prior Period Subscription Customers. Our average subscription 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. We believe that our average subscription dollar-based net retention rate provides useful information about the evolution of our existing customers as they expand through the increase of data from applications we already secure, new applications for us to secure, additional data security products, and, to a lesser extent, conversion of our recurring revenue related to maintenance contracts into subscription revenue.

	As of January 31,						As of July 31,
	2022			2023			2022			2023
Average Subscription Dollar-Based Net Retention Rate		145	%		150	%		146	%		146	%

Customers with $100,000 or More in Subscription ARR

We believe that customers with $100,000 or more in Subscription ARR is a helpful metric in measuring our ability to scale with our customers and the success of our ability to acquire large

87

customers. Additionally, we believe that our ability to increase the number of customers with $100,000 or more in Subscription ARR is a useful indicator of our market penetration and demand for our platform.

The following table sets forth the number of customers with $100,000 or more in Subscription ARR as of the dates presented:

	As of January 31,				As of July 31,
	2022		2023		2022		2023
Customers with $100,000 or more in Subscription ARR		628		1,204		870		1,463

Additionally, as of January 31, 2019, 2020, and 2021 the number of customers generating more than $100,000 in Subscription ARR was 23, 137, and 309, respectively.

Non-GAAP Financial Measure

We believe that non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance. However, non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In particular, free cash flow is not a substitute for cash used in operating activities. Additionally, the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. 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 stated 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.

Free Cash Flow

Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized internal-use software. We believe that free cash flow is a helpful indicator of liquidity that provides information to management and investors about the amount of cash generated or used by our operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in our business and strengthening our financial position. One limitation of free cash flow is that it does not reflect our future contractual commitments.

Free cash flow was $(103.2) million and $(15.0) million for fiscal 2022 and fiscal 2023, respectively. In fiscal 2023, the increase in new customer commitments, which were mostly paid upfront, and efficiency gains in our cost structure drove significant improvements in our free cash flow. In addition, as we transitioned sales of the Rubrik-branded Appliance from us to contract manufacturers, our fulfillment cycles were shortened. Shortened fulfillment cycles positively impacted our free cash flow which may not continue in future periods. In the longer term, we view continued Subscription ARR growth and our multi-year cash collection as drivers of free cash flow. While we continue to see the majority of our customers pay us for new multi-year commitments upfront, we have experienced an increase in annual payments due to the growth in our SaaS products and uncertain

88

macroeconomic environment. This trend, when combined with changes in new business growth, may result in free cash flow volatility across periods. Additionally, free cash flow does not represent the total increase or decrease in our cash balance for a given period.

Free cash flow was $(64.0) million and $(36.7) million for the six months ended July 31, 2022 and 2023, respectively.

The following table presents a reconciliation of free cash flow to net cash provided by (used in) operating activities for the periods presented:

	Year Ended January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
	(in thousands)
Net cash provided by (used in) operating activities	$	(82,785	)	$	19,287		$	(49,991	)	$	(24,205	)
Less: Purchase of property and equipment		(14,986	)		(25,017	)		(9,849	)		(7,867	)
Less: Capitalized internal-use software		(5,463	)		(9,281	)		(4,206	)		(4,622	)
Free cash flow	$	(103,234	)	$	(15,011	)	$	(64,046	)	$	(36,694	)
Net cash provided by (used in) investing activities	$	8,417		$	(125,188	)	$	(49,220	)	$	(22,218	)
Net cash provided by financing activities	$	22,872		$	171,823		$	172,978		$	726

Components of Results of Operations

Revenue

We generate revenue primarily from sales of subscriptions and typically invoice our customers at the inception of the contract. We previously sold perpetual licenses for our CDM product, which we generally no longer offer.

We expect new and existing customers to increasingly purchase subscriptions of RSC, which is recognized ratably over the term of the subscription. Furthermore, our revenue will also fluctuate when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights. These expected trends, when combined with the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers, will limit and cause fluctuations to our revenue growth through fiscal 2027. We primarily measure our business on the basis of Subscription ARR, as we believe it best reflects our actual growth and our growth prospects.

Subscription Revenue

We generate revenue primarily from subscriptions, which include SaaS and subscription term-based licenses with related support services. SaaS includes RSC offerings, which are hybrid cloud subscriptions that include software hosted from the cloud (as a service) and on-premise software licenses. Our subscription capabilities are primarily sold as editions which bundle multiple products into our Foundation Edition, Business Edition, and Enterprise Edition. Subscription term-based licenses provide our customer with a right to use the software for a fixed term commencing upon delivery to our customer. Support services are bundled with each subscription term-based license for the term of the subscription.

Subscription revenue related to subscription term-based licenses includes upfront revenue recognized at the later of the start date of the subscription term-based license or the date when the subscription term-based license is delivered. The remainder of the revenue is recognized ratably over the subscription period for support services or service period for SaaS, commencing with the date the service is made available to customers. RSC is accounted for as a single performance obligation

89

because the software hosted from the cloud (as a service) and the on-premise software licenses are not separately identifiable and serve together to fulfill our promise to the customer, which is to provide a single, unified data security solution.

We expect the ratable portion of our subscription revenue to increase as customers adopt RSC. Furthermore, our subscription revenue will also fluctuate when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights. The combination of both of these factors will limit and cause fluctuations in our subscription revenue growth until the end of fiscal 2026.

Maintenance Revenue

Maintenance revenue represents fees earned from software updates on a when-and-if-available basis, telephone support, integrated web-based support, and Rubrik-branded Appliance maintenance relating to our perpetual licenses. Maintenance revenue is recognized over the term of the service period. As we generally no longer offer new perpetual licenses, we expect our maintenance revenue to decrease as we drive adoption of RSC for existing maintenance customers.

Other Products Revenue

Other products revenue represents fees earned from sales of perpetual licenses, Rubrik-branded Appliances, and professional services. We recognize revenue for the amount allocated to the perpetual software license at the later of the license term start date or the date the license is delivered. Revenue for Rubrik-branded Appliances is recognized when shipped to the customer. When we sell our software license with our Rubrik-branded Appliances, revenue for both the Rubrik-branded Appliances and software licenses are recognized at the same time. Revenue related to professional services is typically recognized as the services are performed. In the third quarter of fiscal 2023, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers. Additionally, we generally no longer offer new perpetual licenses. As a result, we expect other products revenue as a percentage of total revenue to decrease over time.

Cost of Revenue

Cost of revenue primarily includes employee compensation and related expenses associated with customer support, certain hosting costs, amortization of capitalized internal-use software, and cost of Rubrik-branded Appliances. In the several quarters following the closing of this offering, we expect to recognize a portion of stock-based compensation related to the equity awards that include a performance-based vesting condition that will be met in connection with this offering. We expect our cost of revenue as a percentage of revenue to decrease as we increasingly transition the sale of Rubrik-branded Appliances from us to our contract manufacturers.

Cost of Subscription Revenue

Cost of subscription revenue primarily includes employee compensation and related expenses associated with customer support for our subscription offerings, certain hosting costs, and amortization of capitalized internal-use software. We expect our cost of subscription revenue to increase as our subscription revenue increases.

Cost of Maintenance Revenue

Cost of maintenance revenue primarily includes employee compensation and related expenses associated with customer support from our perpetual licenses. Over the long-term, as we generally no longer offer new perpetual licenses, we expect our cost of maintenance revenue to decrease as our maintenance revenue decreases.

90

Cost of Other Products Revenue

Cost of other products revenue primarily includes the cost of Rubrik-branded Appliances and professional services. We expect cost of other products revenue as a percentage of total cost of revenue to decrease due to the sales of Rubrik-branded Appliances transitioning from us to our contract manufacturers.

Gross Profit and Margin

Gross profit is revenue less cost of revenue.

Gross margin is gross profit expressed as a percentage of revenue. Our gross margin has been, and will continue to be, affected by a number of factors, including the mix of subscription term-based licenses, SaaS subscriptions, and other products, when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights, the timing and extent of our investments in our global customer support organization, certain hosting costs, and the amortization of capitalized internal-use software.

Subscription Gross Margin

With increased adoption of RSC, we expect SaaS revenue to increase as a percentage of total revenue, which we expect will result in an increase in associated hosting costs. As customers adopt RSC, we expect our subscription gross margin to fluctuate through fiscal 2027. This is due to the revenue being recognized ratably over the subscription term rather than a portion being recognized upfront from subscription term-based licenses and associated increases in hosting costs for our SaaS solutions.

Maintenance Gross Margin

We expect maintenance revenue to decrease as a percentage of total revenue, which we expect will result in a decrease in maintenance costs. We expect our maintenance margin to fluctuate until the end of fiscal 2026 as maintenance revenue and related costs decline as customers adopt RSC.

Other Products Gross Margin

We expect sales of Rubrik-branded Appliances to decrease as we transition the sale from us to contract manufacturers, which will result in a decrease in associated Rubrik-branded Appliance costs. We expect our other products gross margin to fluctuate through fiscal 2025 as we ceased offering new perpetual licenses and are transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are the most significant component of operating expenses. We also incur other non-personnel costs such as colocation and certain hosting costs, office space costs, fees for third-party professional services, and costs associated with software and subscription services. In the several quarters following the closing of this offering, we expect to recognize a portion of stock-based compensation related to the equity awards that include a performance-based vesting condition that will be met in connection with this offering. We expect our operating expense as a percentage of revenue to increase in the near term, but over the long term, we expect our operating expenses as a percentage of revenue to decrease. This is due to increasing sales

91

of RSC where revenue is recognized ratably over the subscription term, compared to subscription term-based licenses where a portion of revenue is recognized upfront, and transitioning sales of Rubrik-branded Appliances from us to our contract manufacturers.

Research and Development

Research and development expenses consist primarily of employee compensation and related expenses, net of capitalized amounts, and colocation and certain hosting costs. To capture share in the ever-growing data security market, we expect to continuously innovate our platform and product functionality and will continue to invest in research and development. We expect our research and development expenses will continue to increase as our business grows. We also expect our research and development expenses as a percentage of revenue to increase in the near term due to fluctuations in our revenue with increased RSC adoption, but over the long term, we expect our research and development expenses as a percentage of revenue to decrease.

Sales and Marketing

Sales and marketing expenses consist primarily of employee compensation and related expenses including sales commissions, marketing programs, and travel-related costs. We expect our sales and marketing expenses will increase over time and continue to be our largest operating expense for the foreseeable future as we expand our sales force, increase our marketing efforts, and expand into new markets. We also expect our sales and marketing expenses as a percentage of revenue to increase in the near term due to fluctuations in our revenue with increased RSC adoption, but over the long term, we expect our sales and marketing expenses as a percentage of revenue to decrease.

General and Administrative

General and administrative expense consists primarily of employee compensation and related expenses for administrative functions, including finance, legal, human resources, information technology, and fees for third-party professional services. Leading up to and following the closing of this offering, we expect to incur additional general and administrative expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for investor relations and professional services. We also expect that our general and administrative expenses will increase as our business grows. We also expect our general and administrative expenses as a percentage of revenue to increase in the near term due to fluctuations in our revenue with increased RSC adoption, but over the long term, we expect our general and administrative expenses as a percentage of revenue to decrease.

Other Income (Expense)

Other income (expense) consists primarily of interest income, interest expense, and foreign exchange gains and losses.

Income Tax Expense

Income tax expense consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, as well as state income taxes in the United States. We have recorded U.S. federal and state net deferred tax assets for which we provide a full valuation allowance, which includes net operating loss carryforwards and tax credits. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not that some or all of those deferred tax assets may not be realized based on our history of losses.

92

Results of Operations

The following tables summarize our consolidated statements of operations data for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.

	Year Ended January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
	(in thousands)
Revenue
Subscription	$	260,543		$	385,272		$	183,474		$	235,854
Maintenance		91,015			76,220			42,706			22,882
Other products		154,590			138,327			73,194			28,539
Total revenue		506,148			599,819			299,374			287,275
Cost of revenue
Subscription(1)		32,385			62,294			25,408			44,841
Maintenance(1)		20,463			15,059			8,902			4,020
Other products(1)		100,115			104,661			55,541			22,420
Total cost of revenue		152,963			182,014			89,851			71,281
Gross profit		353,185			417,805			209,523			215,994
Operating expenses
Research and development(1)		159,576			175,057			86,187			96,028
Sales and marketing(1)		355,492			417,542			204,939			232,977
General and administrative(1)		87,907			86,754			42,071			45,105
Total operating expenses		602,975			679,353			333,197			374,110
Loss from operations		(249,790	)		(261,548	)		(123,674	)		(158,116	)
Interest income		1,530			5,140			1,118			5,362
Interest expense		—			(11,709	)		(2,017	)		(11,705	)
Other income (expense), net		(1,301	)		(1,033	)		(485	)		(1,678	)
Loss before income taxes		(249,561	)		(269,150	)		(125,058	)		(166,137	)
Income tax expense		4,843			8,596			3,660			4,257
Net loss	$	(254,404	)	$	(277,746	)	$	(128,718	)	$	(170,394	)

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

	Year Ended January 31,				Six Months Ended July 31,
	2022		2023		2022		2023
	(in thousands)
Cost of revenue
Subscription	$	1,175	$	53	$	45	$	4
Maintenance		816		34		31		—
Other products		485		140		129		6
Research and development		16,064		3,044		2,144		803
Sales and marketing		15,050		2,399		1,333		762
General and administrative		11,476		1,284		1,222		57
Total stock-based compensation expense*	$	45,066	$	6,954	$	4,904	$	1,632

* In connection with secondary sales of our common stock, stock-based compensation expense for fiscal 2022, fiscal 2023, and the six months ended July 31, 2022 and July 31, 2023 included $32.3 million, $5.0 million, $3.6 million, and $1.2 million of expense, respectively, related to the amount paid in excess of the estimated fair value of common stock as of the date of the transactions. See Note 10 to our consolidated financial statements included elsewhere in this prospectus for further details.

93

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

	Year Ended January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
Revenue
Subscription		51	%		64	%		62	%		82	%
Maintenance		18			13			14			8
Other products		31			23			24			10
Total revenue		100			100			100			100
Cost of revenue
Subscription		6			10			8			16
Maintenance		4			3			3			1
Other products		20			17			19			8
Total cost of revenue		30			30			30			25
Gross margin		70			70			70			75
Operating expenses
Research and development		32			29			29			33
Sales and marketing		70			71			68			81
General and administrative		17			14			14			16
Total operating expenses		119			114			111			130
Loss from operations		(49	)		(44	)		(41	)		(55	)
Interest income		—			1			—			2
Interest expense		—			(2	)		(1	)		(4	)
Other income (expense), net		—			—			—			(1	)
Loss before income taxes		(49	)		(45	)		(42	)		(58	)
Income tax expense		1			1			1			1
Net loss		(50	)%		(46	)%		(43	)%		(59	)%

Comparison of Six Months ended July 31, 2022 and July 31, 2023

Revenue

	Six Months Ended July 31,
	2022		2023
	(in thousands)
Revenue
Subscription	$	183,474	$	235,854
Maintenance		42,706		22,882
Other products		73,194		28,539
Total revenue	$	299,374	$	287,275

Subscription revenue increased by $52.4 million, or 29%, during the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. Our Subscription ARR grew from $381.5 million as of July 31, 2022 to $655.0 million as of July 31, 2023, representing a 72% increase. Of the 72% increase, approximately 9 percentage points are a result of transitioning our existing maintenance customers to our subscription editions. A further indication of our ability to expand revenue from existing customers is through our average subscription dollar-based net retention rate, which was 146% and 146% as of July 31, 2022 and 2023, respectively. We had 1,463 customers with $100,000 or more in Subscription ARR as of July 31, 2023, increasing from 870 as of July 31, 2022.

94

Maintenance revenue associated with sales of perpetual licenses of our legacy CDM product decreased by $19.8 million, or 46%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. Maintenance revenue represented 14% and 8% of total revenue for the six months ended July 31, 2022 and 2023, respectively. This decrease is a result of the fact that we generally no longer offer new perpetual licenses as well as existing maintenance customers adopting our subscription offerings. We expect this transition to be largely complete by the end of fiscal 2026.

Other products revenue, which consists primarily of sales of perpetual licenses, Rubrik-branded Appliances, and professional services, decreased by $44.7 million, or 61%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. This decrease is primarily attributable to the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers which resulted in a $42.0 million decrease in sales of our Rubrik-branded Appliances. Sales of our perpetual licenses decreased by $2.3 million, as we generally no longer offer new perpetual licenses. We expect our other products revenue to continue to decrease as a percentage of total revenue.

Cost of Revenue

	Six Months Ended July 31,
	2022		2023
	(in thousands)
Cost of Revenue
Subscription	$	25,408	$	44,841
Maintenance		8,902		4,020
Other products		55,541		22,420
Total cost of revenue	$	89,851	$	71,281

Cost of subscription revenue increased by $19.4 million, or 76%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022, primarily due to the development and launch of more SaaS products, which resulted in an increase of $11.5 million in hosting costs, and the growth of our customer support organization, which resulted in an increase of $5.4 million in costs.

Cost of maintenance revenue decreased by $4.9 million, or 55%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022, due to a decrease in our customer support organization costs relating to maintenance revenue, as we generally no longer offer new perpetual licenses and as existing maintenance customers adopt our subscription offerings.

Cost of other products revenue decreased by $33.1 million, or 60%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022, primarily due to a reduction in Rubrik-branded Appliances costs due to the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers.

Gross Profit and Gross Margin

	Six Months Ended July 31,
	2022		2023
	(in thousands)
Gross profit
Subscription	$	158,066	$	191,013
Maintenance		33,804		18,862
Other products		17,653		6,119
Total gross profit	$	209,523	$	215,994

95

	Six Months Ended July 31,
	2022			2023
Gross margin
Subscription		86	%		81	%
Maintenance		79			82
Other products		24			21
Total gross margin		70	%		75	%

Subscription gross margin decreased to 81% in the six months ended July 31, 2023 from 86% in the six months ended July 31, 2022 as revenue became increasingly ratable with customer adoption of our SaaS products, the offering of Subscription Credits for qualified customers, which are customer options that are accounted for as material rights, and increasing hosting costs associated with our development and launch of more SaaS products.

Maintenance gross margin increased to 82% in the six months ended July 31, 2023 from 79% in the six months ended July 31, 2022 due to efficiencies from our customer support organization.

Other products gross margin decreased to 21% in the six months ended July 31, 2023 from 24% in the six months ended July 31, 2022 due to a decrease in sales of perpetual licenses.

Operating Expenses

Research and Development

	Six Months Ended July 31,
	2022		2023
	(in thousands)
Research and Development	$	86,187	$	96,028

Research and development expenses increased by $9.8 million, or 11%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. Employee compensation and related expenses increased by $4.2 million due to an increase in headcount as we continued to release new products and develop and enhance the functionalities of our existing products. The increase of $4.2 million included a $1.3 million decrease in stock-based compensation expense due to a decline in secondary sales volume of our common stock in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. The remainder of the increase was primarily attributable to increased colocation and hosting fees in developing our new and existing products.

Sales and Marketing

	Six Months Ended July 31,
	2022		2023
	(in thousands)
Sales and marketing	$	204,939	$	232,977

Sales and marketing expenses increased by $28.0 million, or 14%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. Employee compensation and related expenses increased by $18.2 million due to an increase in our headcount. The increase of $18.2 million included a $0.6 million decrease in stock-based compensation expense due to a decline in secondary sales volume of our common stock in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. The remainder of the increase was primarily attributable to increased marketing and pipeline generation activities and travel and entertainment related expenses.

96

General and Administrative

	Six Months Ended July 31,
	2022		2023
	(in thousands)
General and administrative	$	42,071	$	45,105

General and administrative expenses increased by $3.0 million, or 7%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. Employee compensation and related expenses increased by $0.6 million due to an increase in our headcount. The increase of $0.6 million included a $1.2 million decrease in stock-based compensation expense due to a decline in secondary sales volume of our common stock in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. The remainder of the increase was primarily attributable to increased third-party professional services.

Other Income (Expense)

	Six Months Ended July 31,
	2022			2023
	(in thousands)
Other income (expense)	$	(1,384	)		$    (8,021	)

Other expense increased by $6.6 million in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022. The increase was primarily attributable to $9.7 million in interest expense from our credit facility that we entered into in fiscal 2023, offset by a $3.1 million increase in interest income from higher cash, cash equivalents, and investment balances and higher interest rates.

Income Tax Expense

	Six Months Ended July 31,
	2022		2023
	(in thousands)
Income tax expense	$	3,660	$	4,257

Our income tax expense increased by $0.6 million, or 16%, in the six months ended July 31, 2023 as compared to the six months ended July 31, 2022, primarily due to an increase in earnings in foreign tax jurisdictions as well as an increase in foreign withholding taxes. We maintain a full valuation allowance on our U.S. federal and state net deferred tax assets. Our effective tax rate may fluctuate significantly on a quarterly basis and could be adversely affected to the extent that earnings are lower than anticipated in countries that have lower statutory tax rates and higher than anticipated in countries that have higher statutory tax rates. In addition, tax authorities may challenge our transfer pricing policies, resulting in a higher effective tax rate.

Comparison of Fiscal 2022 and Fiscal 2023

Revenue

	Year Ended January 31,
	2022		2023
	(in thousands)
Revenue
Subscription	$	260,543	$	385,272
Maintenance		91,015		76,220
Other products		154,590		138,327
Total revenue	$	506,148	$	599,819

97

Subscription revenue increased by $124.7 million, or 48%, in fiscal 2023 as compared to fiscal 2022. Approximately 62% of this increase was from sales to new customers and the remaining increase was attributable to sales to existing customers. Our Subscription ARR grew from $271.7 million as of January 31, 2022 to $532.9 million as of January 31, 2023, representing a 96% increase. Of the increase, approximately 17 percentage points are a result of transitioning our existing maintenance customers to our subscription editions. A further indication of our ability to expand revenue from existing customers is through our average subscription dollar-based net retention rate, which was 145% and 150% as of January 31, 2022 and 2023, respectively. We had 1,204 customers with $100,000 or more in Subscription ARR as of January 31, 2023, increasing from 628 as of January 31, 2022.

Maintenance revenue associated with sales of perpetual licenses of our legacy CDM product decreased by $14.8 million, or 16%, in fiscal 2023 as compared to fiscal 2022. Maintenance revenue represented 18% and 13% of total revenue for fiscal 2022 and fiscal 2023, respectively. This decrease is a result of generally no longer offering new perpetual licenses as well as existing maintenance customers adopting RSC subscription offerings. We expect this transition to be largely complete by the end of fiscal 2026.

Other products revenue, which consists primarily of sales of perpetual licenses, Rubrik-branded Appliances, and professional services, decreased by $16.3 million, or 11%, in fiscal 2023 as compared to fiscal 2022. Sales of our perpetual licenses decreased by $34.5 million, as we no longer offer new perpetual licenses. This decrease is offset by an increase of professional services of $16.6 million. We expect our other products revenue as a percentage of total revenue to continue to decrease as we no longer offer new perpetual licenses and are transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers.

Cost of Revenue

	Year Ended January 31,
	2022		2023
	(in thousands)
Cost of revenue
Subscription	$	32,385	$	62,294
Maintenance		20,463		15,059
Other products		100,115		104,661
Total cost of revenue	$	152,963	$	182,014

Cost of subscription revenue increased by $29.9 million, or 92%, in fiscal 2023 as compared to fiscal 2022, primarily due to the development and launch of more SaaS products, which resulted in increases of $16.2 million in hosting costs, and the growth in our customer support organization, which resulted in an increase of $10.9 million.

Cost of maintenance revenue decreased by $5.4 million, or 26%, in fiscal 2023 as compared to fiscal 2022, due to a decrease in our customer support organization costs relating to maintenance revenue, as we no longer offer new perpetual licenses and as existing maintenance customers adopt RSC subscription offerings.

Cost of other products revenue increased by $4.5 million, or 5%, in fiscal 2023 as compared to fiscal 2022, primarily due to growth in our professional services organization.

98

Gross Profit and Gross Margin

	Year Ended January 31,
	2022		2023
	(in thousands)
Gross profit
Subscription	$	228,158	$	322,978
Maintenance		70,552		61,161
Other products		54,475		33,666
Total gross profit	$	353,185	$	417,805

	Year Ended January 31,
	2022			2023
Gross margin
Subscription		88	%		84	%
Maintenance		78			80
Other products		35			24
Total gross margin		70	%		70	%

Subscription gross margin decreased to 84% in fiscal 2023 from 88% in fiscal 2022 as revenue became increasingly ratable with customer adoption of our SaaS products, the offering of Subscription Credits for qualified customers, which are customer options that are accounted for as material rights, and increasing hosting costs associated with our development and launch of more SaaS products.

Maintenance gross margin increased to 80% in fiscal 2023 from 78% in fiscal 2022 due to renewals of maintenance contracts at a higher contract value.

Other products gross margin decreased to 24% in fiscal 2023 from 35% in fiscal 2022 due to a decrease in sales of perpetual licenses.

Operating Expenses

Research and Development

	Fiscal Year Ended January 31,
	2022		2023
	(in thousands)
Research and Development	$	159,576	$	175,057

Research and development expenses increased by $15.5 million, or 10%, in fiscal 2023 as compared to fiscal 2022. Employee compensation and related expenses increased by $7.8 million due to an increase in headcount as we continued to release new products and develop and enhance the functionalities of our existing products. The increase of $7.8 million included a $13.0 million decrease in stock-based compensation expense due to a decline in secondary sales volume of our common stock in fiscal 2023 as compared to fiscal 2022. The remainder of the increase was primarily attributable to increased software and subscription services of $3.7 million and colocation and hosting fees of $2.5 million incurred in developing our new and existing products.

99

Sales and Marketing

	Fiscal Year Ended January 31,
	2022		2023
	(in thousands)
Sales and marketing	$	355,492	$	417,542

Sales and marketing expenses increased by $62.1 million, or 17%, in fiscal 2023 as compared to fiscal 2022. Employee compensation and related expenses increased by $25.6 million due to an increase in our headcount. The increase of $25.6 million included a $12.7 million decrease in stock-based compensation expense due to a decline in secondary sales volume of our common stock in fiscal 2023 as compared to fiscal 2022. The remainder of the increase was primarily attributable to increased marketing and pipeline generation activities of $15.6 million, travel and entertainment related expenses of $9.0 million, software and subscription services of $3.4 million, and office expenses of $3.3 million.

General and Administrative

	Fiscal Year Ended January 31,
	2022		2023
	(in thousands)
General and administrative	$	87,907	$	86,754

General and administrative expenses decreased by $1.2 million, or 1%, in fiscal 2023 as compared to fiscal 2022. Stock-based compensation expense decreased by $10.2 million due to a decline in secondary sales volume of our common stock in fiscal 2023 as compared to fiscal 2022, offset by an increase in employee compensation and related expenses (excluding stock-based compensation expense of $10.0 million due to an increase in our headcount).

Other Income (Expense)

	Year Ended January 31,
	2022		2023
	(in thousands)
Other income (expense)		$         229		$         (7,602	)

Other income (expense) decreased by $7.8 million in fiscal 2023 as compared to fiscal 2022. The decrease was primarily attributable to $11.7 million in interest expense from our credit facility we entered into in fiscal 2023, offset by a $3.6 million increase in interest income from higher cash, cash equivalents, and investment balances and higher interest rates.

Income Tax Expense

	Year Ended January 31,
	2022		2023
	(in thousands)
Income tax expense	$	4,843	$	8,596

Our income tax expense increased by $3.8 million, or 77%, in fiscal 2023 as compared to fiscal 2022, primarily due to an increase in earnings in foreign tax jurisdictions as well as an increase in foreign withholding taxes. We maintain a full valuation allowance on our U.S. federal and state net deferred tax assets. Our effective tax rate may fluctuate significantly on a quarterly basis and could be adversely affected to the extent that earnings are lower than anticipated in countries that have lower statutory tax rates and higher than anticipated in countries that have higher statutory tax rates. In addition, tax authorities may challenge our transfer pricing policies, resulting in a higher effective tax rate.

100

Quarterly Results of Operations

The following tables set forth our unaudited quarterly consolidated statements of operations data for each of the quarters indicated as well as the percentage that each line item represents of our total revenue for each quarter presented. The information for each quarter has been prepared on a basis consistent with our audited consolidated financial statements included in this prospectus and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair presentation of the financial information contained in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our consolidated financial statements included elsewhere in this prospectus.

	Three Months Ended
	October 31, 2021			January 31, 2022			April 30, 2022			July 31, 2022			October 31, 2022			January 31, 2023			April 30, 2023			July 31, 2023
	(in thousands)
Revenue
Subscription	$	62,410		$	85,016		$	77,994		$	105,480		$	103,363		$	98,435		$	108,398		$	127,456
Maintenance		22,862			22,231			21,856			20,850			18,219			15,295			12,288			10,594
Other products		40,989			50,145			32,300			40,894			43,148			21,985			15,054			13,485
Total revenue		126,261			157,392			132,150			167,224			164,730			135,715			135,740			151,535
Cost of revenue
Subscription		9,054			9,938			11,664			13,744			17,363			19,523			21,637			23,204
Maintenance		4,878			5,297			4,625			4,277			3,355			2,802			2,271			1,749
Other products		25,418			33,233			24,468			31,073			33,361			15,759			11,983			10,437
Total cost of revenue		39,350			48,468			40,757			49,094			54,079			38,084			35,891			35,390
Gross profit		86,911			108,924			91,393			118,130			110,651			97,631			99,849			116,145
Operating expenses
Research and development		37,898			42,043			42,409			43,778			43,411			45,459			46,266			49,762
Sales and marketing		87,457			103,246			93,424			111,515			104,823			107,780			115,362			117,615
General and administrative		21,414			19,405			21,095			20,976			21,579			23,104			22,817			22,288
Total operating expenses		146,769			164,694			156,928			176,269			169,813			176,343			184,445			189,665
Loss from operations		(59,858	)		(55,770	)		(65,535	)		(58,139	)		(59,162	)		(78,712	)		(84,596	)		(73,520	)
Interest income		366			299			450			668			1,697			2,325			2,617			2,745
Interest expense		—			—			—			(2,017	)		(4,496	)		(5,196	)		(5,532	)		(6,173	)
Other income (expense), net		(303	)		(203	)		(140	)		(345	)		(245	)		(303	)		(554	)		(1,124	)
Loss before income taxes		(59,795	)		(55,674	)		(65,225	)		(59,833	)		(62,206	)		(81,886	)		(88,065	)		(78,072	)
Income tax expense		532			2,758			1,425			2,235			844			4,092			1,208			3,049
Net loss	$	(60,327	)	$	(58,432	)	$	(66,650	)	$	(62,068	)	$	(63,050	)	$	(85,978	)	$	(89,273	)	$	(81,121	)

Percentage of Revenue Data

	Three Months Ended
	October 31, 2021			January 31, 2022			April 30, 2022			July 31, 2022			October 31, 2022			January 31, 2023			April 30, 2023			July 31, 2023
Revenue
Subscription		50	%		54	%		59	%		64	%		63	%		73	%		80	%		84	%
Maintenance		18			14			17			12			11			11			9			7
Other products		32			32			24			24			26			16			11			9
Total revenue		100			100			100			100			100			100			100			100

101

	Three Months Ended
	October 31, 2021			January 31, 2022			April 30, 2022			July 31, 2022			October 31, 2022			January 31, 2023			April 30, 2023			July 31, 2023
Cost of revenue
Subscription		7			7			9			7			11			14			15			15
Maintenance		4			3			3			3			2			2			2			1
Other products		20			21			19			19			20			12			9			7
Total cost of revenue		31			31			31			29			33			28			26			23
Gross Margin		69			69			69			71			67			72			74			77
Operating expenses
Research and development		30			27			32			26			26			33			34			33
Sales and marketing		69			65			71			67			64			80			85			78
General and administrative		17			12			16			13			13			17			17			15
Total operating expenses		116			104			119			106			103			130			136			126
Loss from operations		(47	)		(35	)		(50	)		(35	)		(36	)		(58	)		(62	)		(49	)
Interest income		—			—			—			—			1			2			1			2
Interest expense		—			—			—			(1	)		(3	)		(4	)		(4	)		(4	)
Other income (expense), net		—			—			1			—			—			—			—			(1	)
Loss before income taxes		(47	)		(35	)		(49	)		(36	)		(38	)		(60	)		(65	)		(52	)
Income tax expense		1			2			1			1			—			3			1			2
Net loss		(48	)%		(37	)%		(50	)%		(37	)%		(38	)%		(63	)%		(66	)%		(54	)%

Quarterly Trends in Revenue

Our quarterly subscription revenue increased in each period presented when compared to the results of the same period in the prior year primarily due to increases in the number of new customers as well as retention with existing customers and sales of new products year over year. The RSC adoption by new and existing customers began in the third quarter of fiscal 2023. We recognize revenue from the sales of RSC ratably over the term of the subscription, and we expect sales of RSC to be the majority of our subscription revenue by the end of fiscal 2024. In addition, for qualified customers with Refresh Rights, we offer Subscription Credits, which we offset against future subscription revenue, as a way to incentivize these customers to relinquish their Refresh Rights. Our revenue will fluctuate when qualified customers choose to exercise or forfeit their Subscription Credits or Refresh Rights, which are customer options that are accounted for as material rights. Both of these factors will drive fluctuations in our subscription revenue through fiscal 2027.

Our quarterly maintenance revenue has declined as we generally no longer offer new perpetual licenses. In addition, we are converting existing maintenance customers into subscription customers as their maintenance contracts come upon renewal. We expect the conversion of maintenance contracts to subscription offerings to be largely completed by the end of fiscal 2026.

Our quarterly other product revenue has fluctuated quarter to quarter starting in fiscal 2023 as we generally no longer offer CDM as a perpetual license. In addition, in the fourth quarter of fiscal 2023, we began the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers. We expect our other products revenue to continue to decrease as a percentage of total revenue.

The trends described above are a result of our business transition and will cause fluctuations to our total revenue growth through fiscal 2027 and limit the comparability of our revenue with past performance.

102

As such, we measure the success of our business on the basis of Subscription ARR. Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers.

Quarterly Trends in Operating Expenses 

Our quarterly operating expenses have generally increased in each period presented when compared to the results of the same quarter in the prior year primarily related to increases in personnel-related costs to support our expanded operations and our continued investment to release new products and develop and enhance the functionalities of existing products.

Liquidity and Capital Resources

To date, we have financed our operations principally through private placements of our redeemable convertible preferred stock, our term loan credit facility, and payments received from customers.

In June 2022, we entered into a $195.0 million credit facility, or the Existing Credit Facility, consisting of initial term loans in an aggregate principal amount of $175.0 million and delayed draw term loan commitments in an aggregate principal amount of $20.0 million. The Existing Credit Facility was scheduled to mature in June 2027. We borrowed the full amount of the initial term loans in June 2022, the proceeds of which were used for general corporate purposes, and subsequently drew approximately $14.5 million of delayed draw term loans to pay accrued quarterly interest payments under the Existing Credit Facility.

In August 2023, we amended and restated the Existing Credit Facility, or the Amended Credit Facility, to increase the total borrowing capacity thereunder to $330.0 million, consisting of initial term loans in an aggregate principal amount of approximately $289.5 million and delayed draw term loan commitments in an aggregate principal amount of approximately $40.5 million. The Amended Credit Facility will mature in August 2028. We borrowed the full amount of the initial term loans and approximately $4.1 million of delayed draw term loans under the Amended Credit Facility on the closing date of the Amended Credit Facility in order to (i) refinance and replace in full the outstanding term loans under the Existing Credit Facility, (ii) finance the consideration for the acquisition of Laminar Technologies, Inc., or Laminar, and (iii) pay the accrued quarterly interest under the Existing Credit Facility then due. Borrowings under the Amended Credit Facility will bear interest, at our option, at a rate per annum equal to (i) (x) a base rate equal to the highest of (A) the prime rate as published by The Wall Street Journal, (B) the federal funds rate plus 0.50% and (C) an adjusted SOFR rate for a one-month interest period plus 1.00% plus (y) a margin of 6.00% or (ii) an adjusted SOFR rate for a selected interest period plus a margin of 7.00%. We have the option to elect to fund up to 100% of the interest payments under the Amended Credit Facility with the incurrence of additional delayed draw term loans, subject to a temporary increase of 0.5% in the annual interest rate due on outstanding term loans for a period of 90 to 180 days from the latest date of incurrence of such additional delayed draw term loans. The annual interest rate on outstanding term loans under the Amended Credit Facility can also decrease by 0.5% if we achieve certain financial targets. In connection with each of the Existing Credit Facility and the Amended Credit Facility, we were also required to pay customary fees for a credit facility of this size and type, including an upfront fee. We have the option to prepay the loans under the Amended Credit Facility at any time subject to a prepayment premium of (i) 1.50% in the first year following the closing of the Amended Credit Facility, (ii) 0.50% in the second year following the closing of the Amended Credit Facility, and (iii) 0.0% thereafter.

In August 2023, we acquired Laminar, a data security posture management platform for an estimated transaction value of $130.0 million, subject to certain adjustments, with $115.0 million paid in

103

cash and the remainder in common stock. The acquisition of Laminar will support Rubrik’s leadership position as a data security platform provider and help accelerate our cyber posture offerings.

Our billings grow with new business growth. The majority of our billings are driven by invoicing our customers for multi-year commitments. However, this may evolve as customers have opted to, and may continue to opt to, pay us on an annual basis based on products purchased due to the growth in our SaaS product offerings and the uncertain macroeconomic environment. In addition, our billings are subject to seasonality, with billings in the fourth quarter being substantially higher than in the other three quarters. As of July 31, 2023, we had cash, cash equivalents, and short-term investments of $262.2 million. Our cash equivalents and investments primarily consist of money market funds, U.S. treasuries, commercial paper, corporate bonds, and U.S. government agencies securities. We have generated significant operating losses from our operations as reflected in our accumulated deficit of $(1,498.7) million as of July 31, 2023. We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts for the foreseeable future due to the investments we intend to make as described above. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.

We believe that our existing cash and cash equivalents will be sufficient to fund our operating and capital needs for at least the next 12 months.

Our longer-term future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, and the continuing market adoption of our platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We continue to assess our capital structure and evaluate the merits of deploying available cash. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition, and operating results would be adversely affected.

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

	Year Ended January 31,				Six Months Ended July 31,
	2022		2023		2022		2023
	(in thousands)
Net cash provided by (used in) operating activities	$	(82,785)	$	19,287	$	(49,991)	$	(24,205)
Net cash provided by (used in) investing activities	$	8,417	$	(125,188)	$	(49,220)	$	(22,218)
Net cash provided by financing activities	$	22,872	$	171,823	$	172,798	$	726

Operating Activities

Our largest source of operating cash is payments received from our customers. We typically invoice our customers in advance for multi-year contracts. Therefore, a substantial source of our cash is from such prepayments, which are included on our consolidated balance sheets in deferred revenue. We generally experience seasonality based on when we enter into agreements with our customers. Given the seasonality in our business, the operating cash flow benefit from increased collections from our customers generally occurs in the subsequent quarter after billing. We expect seasonality, timing of billings, and collections from our customers to have a material impact on our cash flow from operating

104

activities from period to period. Our primary uses of cash from operating activities are for employee compensation and related expenses, sales commissions, fees for third-party professional services, colocation and hosting costs, and marketing programs.

Net cash used in operating activities during the six months ended July 31, 2023 of $24.2 million resulted primarily from a net loss of $(170.4) million, partially offset by $36.1 million of amortization of deferred commissions, $11.6 million for depreciation and amortization, $6.0 million for non-cash interest related to debt, $1.6 million of non-cash stock-based compensation expense, and $90.0 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $155.1 million increase in deferred revenue resulting primarily from increased billings and a $17.1 million decrease in prepaid expenses and other assets. The cash inflow was partially offset by a $55.6 million increase in deferred commissions and a $25.4 million decrease in accrued expenses and other liabilities.

Net cash used in operating activities during the six months ended July 31, 2022 of $50.0 million resulted primarily from a net loss of $(128.7) million, partially offset by $43.2 million of amortization of deferred commissions, $10.7 million for depreciation and amortization, $4.9 million of non-cash stock-based compensation, and $18.0 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $106.7 million increase in deferred revenue, resulting primarily from increased billings and a $14.3 million decrease in accounts receivables. The cash inflow was partially offset by a $77.4 million increase in deferred commissions and a $16.8 million increase in prepaid expenses and other assets.

Net cash provided by operating activities during fiscal 2023 of $19.3 million resulted primarily from a net loss of $(277.7) million, partially offset by $81.3 million of amortization of deferred commissions, $22.4 million for depreciation and amortization, $8.5 million for non-cash interest related to debt, $7.0 million of non-cash stock-based compensation, and $174.5 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $338.8 million increase in deferred revenue, resulting primarily from increased billings and a $8.8 million decrease in accounts receivables. The cash inflow was partially offset by a $135.0 million increase in deferred commissions and $32.7 million increase in prepaid expenses and other assets. The improvement in net cash provided by operating activities in fiscal 2023 was driven by the increase in new customer commitments, which were mostly paid upfront, and efficiency gains in our cost structure. In addition, as we transitioned sales of the Rubrik-branded Appliance from us to contract manufacturers, our fulfillment cycles were shortened, which positively impacted our free cash flow. Such positive impact may not continue in future periods.

Net cash used in operating activities during fiscal 2022 of $82.8 million resulted primarily from a net loss of $(254.4) million, partially offset by $83.3 million of amortization of deferred commissions, $45.1 million of non-cash stock-based compensation, and $21.3 million for depreciation and amortization, and $16.4 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $171.2 million increase in deferred revenue, resulting primarily from increased billings and a $16.2 million increase in accrued expenses and other liabilities. The cash inflow was partially offset by a $124.2 million increase in deferred commissions and $51.4 million increase in accounts receivable, due to increased sales.

Investing Activities

Net cash used in investing activities during the six months ended July 31, 2023 of $22.2 million resulted from $149.8 million in purchases of investments, $7.9 million in purchases of property and equipment, and $4.6 million in capitalized internal-use software, offset by $140.1 million in proceeds from maturities and sales of investments.

105

Net cash used in investing activities during the six months ended July 31, 2022 of $49.2 million resulted from $81.0 million in purchases of investments, $9.8 million in purchases of property and equipment, and $4.2 million in capitalized internal-use software, offset by $45.8 million in proceeds from maturities and sales of investments.

Net cash used in investing activities during fiscal 2023 of $125.2 million resulted from $219.0 million in purchases of investments, $25.0 million in purchases of property and equipment, and $9.3 million in capitalized internal-use software, offset by $128.1 million in proceeds from maturities and sales of investments.

Net cash provided by investing activities during fiscal 2022 of $8.4 million resulted from $173.2 million in proceeds from maturities and sales of investments, offset by $144.3 million in purchases of investments, $15.0 million in purchases of property and equipment, and $5.5 million in capitalized internal-use software.

Financing Activities

Net cash provided by financing activities of $0.8 million during the six months ended July 31, 2023 was primarily due to $2.0 million from the exercise of stock options, offset by $1.2 million for payment of deferred offering costs.

Net cash provided by financing activities of $173.0 million during the six months ended July 31, 2022 was primarily due to $171.5 million in proceeds from the issuance of debt, net of discount and $2.2 million from the exercise of stock options.

Net cash provided by financing activities of $171.8 million during fiscal 2023 was primarily due to $171.5 million in proceeds from the issuance of debt, net of discount and $3.8 million from the exercise of stock options, offset by $2.7 million for payment of deferred offering costs.

Net cash provided by financing activities of $22.9 million during fiscal 2022 was primarily due to $15.0 million in proceeds from the issuance of redeemable convertible preferred stock, net of issuance costs, and $9.2 million from the exercise of stock options.

Contractual Obligations and Commitments

As of January 31, 2023, our commitments consisted of (i) obligations under operating leases for offices and data centers on an undiscounted basis, of which $10.9 million will be due within 12 months and $29.0 million will be due thereafter, (ii) purchase obligations relating primarily to hosting and software and subscription services, of which $5.9 million will be due within 12 months and $234.6 million will be due thereafter, and (iii) debt, including the quarterly interest payments. As of July 31, 2023, there were no material changes to our purchase obligations outside the ordinary course of business since January 31, 2023. Subsequent to July 31, 2023, the aggregate principal amount of our borrowings under the Amended Credit Facility was $293.6 million, due in fiscal 2028.

The contractual commitment amounts above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a significant penalty are not included above. Purchase orders issued in the ordinary course of business are not included above, as our purchase orders represent authorizations to purchase rather than binding agreements.

Quantitative and Qualitative Disclosures About Market Risk

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

106

Interest Rate Risk

As of July 31, 2023, we had cash, cash equivalents, and short-term investments of $262.2 million and restricted cash of $6.0 million. Our cash, cash equivalents, and short-term investments are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income. A hypothetical 10% increase or decrease in interest rates would not have a material effect on the fair market value of our portfolio.

Currency Risk

Our reporting currency is the U.S. dollar and the functional currency for all of our foreign subsidiaries are the respective local currencies. All of our sales contracts are denominated in U.S. dollars. A portion of our operating expenses are incurred outside of the United States, denominated in foreign currencies, and subject to fluctuations due to changes in foreign currency exchange rates. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. We do not believe a 10% increase or decrease in the relative value of the U.S. dollar would have a material impact on our results of operations.

Critical Accounting Policies and Estimates

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

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

Revenue Recognition

We identify performance obligations in a customer contract by assessing whether products and services are capable of being distinct and distinct in the context of the contract. For our RSC subscription offerings, this requires significant judgment due to the ongoing interaction between the software hosted from the cloud (as a service) and the on-premise software licenses. We have concluded that the software hosted from the cloud (as a service) and software licenses are not distinct from each other in the context of the contract such that revenue from the combined offering should be recognized ratably over the subscription period for which the software hosted from the cloud (as a service) are provided. In reaching this conclusion, we considered the nature of our promise to RSC customers, which is to provide a single, unified data security solution that operates seamlessly across multiple data sources and teams, and gives customers the ability to manage all their data sources consistently and/or in a manner they dictate. We only fulfill this multi-faceted promise by providing access to an integrated solution comprised of both cloud-based and on-premise software. The cloud-based software and on-premise software work together to provide features and functionalities necessary to the fulfillment of that promise that neither the software hosted from the cloud (as a service) nor the software licenses could provide on their own or together with third-party resources.

107

Our contracts with customers may include customer options that are material rights. The determination of the likelihood of customers exercising their options requires significant judgment. Our management team estimates the likelihood of customers exercising their options by taking into account available information such as the number and timing of options exercised or forfeited, and considers other factors, such as customer churn, that may impact the options that have yet to be exercised or forfeited. Depending on the type of customer option exercised, the amount of consideration allocated to the material rights will be recognized into revenue at a point in time or over time beginning at the date the customer accepts the option. Deferred revenue associated with customer options that are subsequently forfeited will be released into revenue at the time the options are forfeited.

Common Stock Valuations

The fair value of the common stock underlying our stock-based awards has historically been determined by our board of directors, with input from management and reference to contemporaneous unrelated independent third-party valuations. We believe that our board of directors has the relevant experience and expertise to determine the fair value of our common stock. Given the absence of a public trading market of our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock. These factors include:

• the results of contemporaneous unrelated third-party valuations of our common stock at periodic intervals;

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

• the lack of marketability of our common stock;

• our actual operating and financial results;

• our current business conditions and projections;

• market multiples of comparable companies in our industry;

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

• recent secondary stock sales transactions; and

• macroeconomic conditions.

The determination of the fair value of our common stock involves the use of estimates, judgments, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, future cash flows, discount rates, market multiples, the selection of comparable public companies, and the probability of and timing associated with possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations and may have a material impact on the valuation of our common stock.

Following this offering, the fair value of our common stock will be based on the closing price as reported on the date of grant on the stock exchange on which we are listed.

108

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 for the adoption of certain accounting standards 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.

109

BUSINESS

Overview

We are on a mission to secure the world’s data.

Cyberattacks are inevitable. Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks. We believe that the future of cybersecurity is data security—if your data is secure, your business is resilient.

We built Rubrik Security Cloud, or RSC, with Zero Trust design principles to secure data across enterprise, cloud, and SaaS applications. RSC delivers cyber resilience by being a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. This platform is architected to help organizations achieve cyber resilience, which encompasses cyber posture and cyber recovery. Our platform ultimately enables organizations to confidently accelerate digital transformation and leverage the cloud to realize business agility.

Traditional cybersecurity approaches have failed to not only prevent but also provide recovery from increasingly rampant and sophisticated cyberattacks. At the same time, legacy backup and recovery solutions have significant shortfalls in addressing cyber recovery and data security as they were primarily built for operational and natural disaster recoveries. They were not designed to enable reliable recovery from cyberattacks, nor were they designed to natively deliver cyber threat analytics and event response.

Architecture matters when it comes to securing data. At the very outset, we built a unique software-as-a-service, or SaaS, architecture that combines data and metadata from business applications across enterprise, cloud, and SaaS applications to create self-describing data as a time-series. Self-describing data contains information such as application context, user identity, data sensitivity, and application lineage. This allows us to apply artificial intelligence and machine learning directly to business data to understand emergent data threats and deliver cyber recovery. We combined backup and recovery and cybersecurity into a single platform built with a Zero Trust architecture, significantly shrinking the attack surface that exists with legacy solutions. Our Zero Trust Data Security platform assumes that information technology infrastructure will be breached, and nothing can be trusted without authentication. Our data threat engine powered by artificial intelligence and machine learning analyzes the self-describing data time-series to derive security intelligence from data and provide remediation recommendations. Automation is at the core of our architecture ethos. Our automated policy-driven platform delivers data security enforcement, incident response orchestration, and API integrations with the broader security ecosystem.

We use the following guiding principles to design our RSC platform and products:

• Data resilience. Data is always available, notwithstanding cyberattacks, malicious insiders, and operational disruptions.

• Data observability. Data is continuously monitored to strengthen data security posture and minimize attack surface. Emergent security risks are identified, contained, and resolved.

• Data remediation. Points of infection are identified, threats are remediated, and impacted data assets are rapidly recovered without malware reinfection.

Our business is indexed to business data growth. Our customers’ need for our solutions grows in lockstep with their business data growth and their need for additional data security capabilities. We primarily sell subscriptions to RSC through our sales team and partner network by employing a land

110

and expand sales strategy. We land new customers by selling subscriptions to RSC to secure any one of four distinct areas of data: enterprise, unstructured data, cloud, and SaaS applications. Expansion happens along three vectors: the growth of data from applications already secured by Rubrik; new applications secured; and additional data security products. This expansion is driven by a natural flywheel effect in which the value of our platform increases as our customers’ data grows across various applications. As organizations manage more data with RSC, they gain deeper insights into their data, strengthen their overall security posture, and reduce compliance risk. Our average subscription dollar-based net retention rate was 145% and 150% as of January 31, 2022 and 2023, respectively, and 146% as of July 31, 2023.

Our platform’s broad applicability allows us to serve organizations of all sizes across a wide range of industries and geographies. As of July 31, 2023, we had more than 5,600 customers, increasing from over 5,000 customers as of January 31, 2023.

Organizations around the world rely on Rubrik to achieve business resilience in the face of cyberattacks, malicious insiders, and operational disruptions. As a result, we have experienced rapid growth, with our total revenue increasing from $506.1 million in fiscal 2022 to $599.8 million in fiscal 2023. Our total revenue was $287.3 million for the six months ended July 31, 2023. We measure our business on the basis of Subscription ARR. Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers. Our Subscription ARR has grown from $271.7 million as of January 31, 2022 to $532.9 million as of January 31, 2023, representing a 96% increase. Furthermore, as of July 31, 2023, our Subscription ARR has grown to $655.0 million, representing a 72% increase compared to $381.5 million of Subscription ARR as of July 31, 2022. We have continued to invest in growing our business and advancing our solutions to capitalize on our market opportunity. As a result, in fiscal 2022, fiscal 2023, and for the six months ended July 31, 2023, we incurred net losses of $(254.4) million, $(277.7) million, and $(170.4) million, respectively. In fiscal 2022, fiscal 2023, and for the six months ended July 31, 2023, operating cash flow was $(82.8) million, $19.3 million, and $(24.2) million, respectively, and free cash flow was $(103.2) million, $(15.0) million, and $(36.7) million, respectively.

Industry Background

We believe that data is every organization’s most important asset. Accelerated digitization is creating an enormous volume of data and fragmenting it across enterprise, cloud, and SaaS applications, exposing a sprawling attack surface easily exploited by malicious actors and subject to privacy risk. According to IDC, more than 101 zettabytes of data will be generated in 2022, and this is forecasted to more than double to 221 zettabytes by 2026, representing a 21% compound annual growth rate, or CAGR, from 2021 to 2026. Generative AI breakthroughs have lowered the barriers to enterprise AI adoption, and will add another layer of data growth. The explosion of data has been accompanied by increased data protection and privacy legislation. According to the United Nations Conference on Trade and Development, by 2021, 137 out of 194 countries put into place data protection and privacy legislation. Meanwhile, attacks on data have also grown. Global ransomware volume, as recorded by SonicWall 2022 Cyber Threat Report, grew at a 45% CAGR from 2018 to 2021. The relentless pace and success of cyberattacks indicates that most organizations lack a comprehensive cybersecurity approach to securing their data assets.

To stay ahead of malicious actors, organizations have adopted various Zero Trust security models and solutions. However, these approaches are largely limited to securing infrastructure (network, applications, endpoints, etc.) while data remains vulnerable. This is akin to securing a home with doors, locks, cameras, floodlights, and motion sensors, while your valuables remain in plain sight and unprotected by a safe. Organizations need to rethink their cybersecurity strategy to achieve

111

business resilience that withstands cyberattacks. Since cyberattacks target data, organizations must strengthen their data security posture and be ready to reconstitute their business with data to achieve cyber resilience. Therefore, a complete cybersecurity strategy requires not only infrastructure security, but also data security. Since infrastructure is frequently compromised, organizations require solutions that implement Zero Trust for data, proactively identify and remediate data risks, and uphold data integrity for reliable recovery when infrastructure is compromised or attacked.

We believe the following industry trends are driving a need for a new approach to data security:

Due to accelerated digitization, cloud adoption, and rapid data growth, organizations manage extensive, valuable data estates that are vulnerable to malicious actors.

• Accelerated digitization. Organizations are racing to deliver digital customer experiences, digitize operations, and implement new workforce models to drive higher productivity. Customers expect near-instantaneous service delivery, and employees expect tools that allow them to work on any device from anywhere. The proliferation of new technologies has resulted in an increasingly complex web of relationships among people, services, systems, and data, all of which have expanded the cyberattack surface area.

• Cloud and SaaS adoption. As more organizations embrace numerous cloud and SaaS applications to reduce time to market and compete in the marketplace, the IT environment continues to become more fragmented. According to a study conducted by Netskope, among the enterprises surveyed, enterprises average more than 1,000 cloud services, indicating that more data than ever is being created, transferred, and used across an ever-expanding web of enterprise, cloud, and SaaS applications. As a result, organizations lose visibility and control over where their data resides, how it is used, and who is using it.

• Data value is increasing. Since data fuels organizational innovation, growth, and differentiation in the digital economy, it continues to become an even more valuable asset. Organizations make business shifts based on customer behavioral data, drive innovation from intellectual property data, and increase operational efficiencies using financial data. The value of data further increases through a regulatory lens as organizations secure, manage, and govern their data to be compliant with industry and data privacy regulations (e.g., HIPAA, PCI, GDPR, CCPA). As data value increases, organizations face a growing threat of cyberattacks intent on exfiltrating data assets.

Recent AI progress forces organizations to contend with new data security, privacy, and compliance risks.

• GenAI adoption requires data security. Generative AI breakthroughs, while decades in the making, have dramatically lowered the barriers to AI adoption in a short period of time. It has ushered in a technological paradigm shift that promises huge productivity gains for organizations. For enterprises to unlock competitive advantages, they need to build AI models based on data from their business applications. They also need to be careful to not expose sensitive and proprietary data to these models. CIOs, CISOs, and senior technology leaders need to set guardrails to mitigate such data security, privacy, and compliance risks.

• GenAI could lead to more sophisticated cyberattacks. Generative AI accelerates the pace at which the security threat landscape evolves. It fuels new visual, auditory, and textual methods of attacks, increasing volume and sophistication of cyber incidents. Simultaneously, AI-based technologies will help organizations identify new vulnerabilities and navigate new data security risks.

112

Our digital economy demands organizations to have 24x7 application availability and resilience against cyberattacks, faults, and failures.

• 24x7 application availability is a business requirement. Organizations must ensure that their applications are available 24x7 to meet the demands of both customers and employees. Application availability requires organizations to withstand cyberattacks, malicious insiders, and operational disruptions. When business application continuity is disrupted, customer experiences and operational efficiency suffer. Since data is the lifeblood of applications, data availability is necessary for the continued functioning of business operations during adverse conditions.

• Cyberattacks are increasing in scale and sophistication. As organizations amass valuable data, malicious actors have increased their efforts to exploit it. Whether targeting end-customer data, or holding organizations hostage through breaches, cyber criminals and hostile state actors are putting organizations at growing risk. This is accomplished through a variety of new methods and attack vectors, all employed to access the sensitive troves of data that organizations rely upon. Cybersecurity Ventures predicts there will be a ransomware attack on businesses, consumers, or devices every two seconds by 2031. As long as there is a financial incentive for cyberattacks, no industry is safe. Organizations must evolve their cybersecurity strategy to solve for business resilience instead.

• Emergence of new infrastructure security paradigms. The increase in surface area for a potential cyberattack and the explosion of intrusions have driven increased cybersecurity budgets and new approaches to security. Attacks are becoming even more sophisticated, exposing security weaknesses in areas such as identity management and the software supply chain. This has forced business leaders, CIOs, and CISOs to actively manage cyber risk, as opposed to retroactively managing data breaches. In response, organizations have evolved from using a full-trust, perimeter-guarding security approach to a more stringent Zero Trust infrastructure security model that denies access by default. Despite this, cyberattacks continue to occur, and infrastructure security solutions cannot help reconstitute the business in the event of a cyberattack.

Organizations must comply with a growing and ever-evolving data compliance and regulatory landscape.

• Data compliance has become increasingly difficult. Compliance mandates for protecting sensitive data and user access are continually evolving and proliferating. Regulations such as the EU GDPR and CCPA have increased the regulatory burden on organizations and made it increasingly costly to manage data compliance. EU GDPR came into effect in May 2018 and put consumer data privacy at center stage for the world. Shortly after, California pioneered data privacy legislation in the United States with CCPA, a more stringent and protective act that increased costs and complexity for businesses collecting personal information in California. As cyberattacks increase and enterprise AI adoption continues, organizations must navigate stricter regulations.

The culmination of these trends places organizations and their data assets at continuous risk. While organizations have increased security budgets and adopted advanced defenses, keeping up with evolving cyber threats remains a challenge as infrastructure continues to be compromised and data is breached. Securing data necessitates a new approach.

Limitations of Current Technologies

Current products and technologies struggle to meet the data security needs of today’s organizations. Traditional cybersecurity approaches focus on preventing and detecting security

113

incidents impacting the information technology infrastructure while backup and recovery remain outside the scope of security operations. Traditional backup and recovery products are focused on operational data backup and are not focused on security. They are built on a legacy, multi-tiered architecture that can be easily compromised, resulting in unreliable data recovery. These shortcomings weaken an organization’s security posture by not providing comprehensive business resiliency in the face of cyberattacks, malicious insiders, and operational disruptions.

Current products and technologies are limited by some or all of the following:

• Built for security or for backup and recovery, but not both. Existing security products primarily focus on prevention, detection, and investigation of security threats to infrastructure—perimeter, network, applications, endpoints, and identity. These products lack visibility into business data. Existing backup and recovery solutions focus on creating copies of data for recovery from human errors and operational disruptions, but the data remains vulnerable to security breaches and malicious insiders. These legacy providers have not traditionally invested in data security, such as identifying, analyzing, and remediating security incidents within the data. The gap between security and backup and recovery leaves organizations vulnerable to cyberattacks and malicious insiders.

• Inability to surface data security incidents for security operations. Data security incidents are typically not integrated into security operations, which traditionally have focused on infrastructure security. Existing security products primarily focus on security incidents in infrastructure breaches and lack context of the targeted asset, which is data. This gap in coverage represents a critical lapse in an organization’s security posture.

• Inability to recover data after a cyberattack. Existing backup and recovery technologies are not built to recover data after a cyberattack, such as ransomware. They often rely on backup data that has been compromised during a ransomware attack. These legacy technologies are built on a full trust architecture that can be bypassed without detection. The usage of insecure protocols with weak authentication mechanisms exposes data to corruption, theft, and deletion by cyberattacks and bad actors.

• Not built to manage and provide a unified view of hybrid multi-cloud environments. Most backup and recovery products were designed before the widespread adoption of cloud and SaaS. Today’s organizations deploy several cloud and hybrid solutions for mission-critical services, such as customer relationship management, enterprise resource planning, and billing. The fragmentation across enterprise, cloud, and SaaS applications results in increasingly complex IT environments to manage and secure. We believe adoption of generative AI applications will amplify the complexity of managing multiple point solutions across multiple data sources since AI is data intensive and will consume business data across enterprise, cloud, and SaaS applications.

• Inability to provide deep visibility and understanding of disparate data sources over time. Existing solutions were not designed to identify and continuously monitor for sensitive content and exposure, anomalies, and scope of attack across time. An inability to understand where sensitive data sits, the timeline of an attack, and attack blast radius introduces the risk of double extortion attacks, malware reinfection, and lengthy recovery times. Furthermore, the inability to understand data sensitivity hinders enterprise adoption of generative AI applications.

• Inability to orchestrate recovery of diverse data sources without malware reinfection. Existing backup and recovery technologies are not built to easily restore business operations at scale, let alone after cyberattacks, and are not designed to avoid malware reinfection during recovery. To quickly restore business operations, organizations must have the ability to automate complex application and data recovery workflows and the ability to quarantine infected data. Existing technologies lack threat hunting and containment capabilities in regards to business data and may expose organizations to malware reinfection when orchestrating recovery.

114

• Existing solutions’ full trust security model increases software supply chain risk. Existing backup and recovery technologies employ a multi-tier architecture with a full trust security model, relying on insecure network protocols that introduce a security risk to data under management. With a multi-tier architecture, organizations must rely on numerous disparate products to secure and manage their data, creating a web of complexities and structural weak points at the intersection of siloed software. These interdependencies introduce unnecessary software supply chain risk into an organization’s security posture.

• Difficult to use at scale and across data sources. Existing technologies become more complex to use when managing large and diverse data sets due to lack of automation, sophisticated policy engines, and ability to support heterogeneous environments. Configuring and administering data policies to meet service-level agreements, or SLAs, and security requirements become operationally complex as data volume grows. Managing data across enterprise, cloud, and SaaS applications often requires a patchwork of siloed tools. A highly fragmented approach introduces a higher risk of costly configuration errors, makes it more difficult to ensure consistent data policies are applied, and impedes recovery times from cyberattacks, malicious insiders, and operational disruptions.

Our Data Security Platform and Products

Rubrik has a unique and purpose-built Zero Trust Data Security approach to help organizations achieve business resilience against cyberattacks, malicious insiders, and operational disruptions. Despite investment in security tools focused on infrastructure security, encompassing networks, applications, endpoints, and identity, cyberattacks continue unabated. We believe a comprehensive cybersecurity strategy requires data security in addition to traditional infrastructure security approaches. We enable organizations to implement a Zero Trust framework at the data layer, deliver data availability that withstands the aforementioned adverse conditions, and uphold data integrity even when infrastructure is compromised or attacked.

RSC, built with a Zero Trust design, automates data policy management and enforcement, delivers threat analytics and response, and orchestrates rapid recovery. RSC is a cloud native SaaS platform that secures data across disparate sources, allowing customers to have a single point of control from one user interface. RSC is built on a proprietary framework that represents time-series data and metadata generated across enterprise, cloud, and SaaS applications. We build products on top of RSC to address a myriad of use cases that help our customers achieve cyber resilience, from hardening their data security posture to cyber recovery. These use cases include protection and recovery from cyberattacks, malicious insiders, and operational disruptions; orchestration of cyber and operational recovery, failover/failback testing, and cloud migration; sensitive data classification and over-privileged data access; monitoring for governance, regulatory compliance, and data breaches; and identification, containment, and remediation of ransomware and other security threats.

Our access to time-series data and metadata allows us to deliver a breadth of products that span the following areas:

Data Protection. Cyber-proofs various sources of data in an organization with secure, access-controlled backups. Our data protection products are built for ease of deployment and use, scalability, and rapid recovery from cyberattacks, malicious insiders, and operational disruptions. We offer data protection products to manage enterprise, unstructured data, cloud, and SaaS applications.

Data Threat Analytics. Detects data threats and identifies the blast radius of a cyberattack to speed up data recovery. Combines Anomaly Detection and Threat Hunting. Anomaly Detection uses advanced machine learning to determine the point of infection and blast radius of a cyberattack. Threat Hunting allows incident responders and Security Operations Center (SOC) analysts to hunt for indicators of compromise.

115

Data Security Posture. Strengthens cyber posture by locating sensitive data proliferation and identifying data risks. Includes Sensitive Data Monitoring and User Access, which altogether discovers where data lives, sensitivity of data, and user access to data.

Cyber Recovery. Improves cyber readiness and incident response with orchestrated Cyber Recovery Simulation and Threat Containment. The former is used to create, test, and validate recovery plans, while also staying compliant with policy and audit requirements. The latter is used to quarantine data infected with malware so that recovery is enabled without reinfection. Cyber Recovery can also be used to recover compromised data within a safe environment for forensic analysis.

Our products are delivered and consumed via our RSC platform. RSC secures data across enterprise, cloud, and SaaS applications, including:

• Enterprise. VMware, Microsoft Hyper-V, Microsoft SQL Server, Oracle, Microsoft Windows, Nutanix, Kubernetes, Cassandra, MongoDB, Linux, UNIX, AIX, NAS, Epic, and SAP HANA.

• Cloud/SaaS. GCP, Azure, AWS, and M365 (Microsoft Teams, SharePoint, Exchange Online, OneDrive).

Architecture Matters

We believe the following attributes of our platform architecture allow us to offer a differentiated approach to data security:

• Time-Series Data and Metadata. We design our platform to manage time-series data and metadata as core assets. Our platform combines data and metadata together into self-describing data, and records its history over time. To provide a single point of control for data across enterprise, cloud, and SaaS applications, we have constructed a proprietary framework to uniformly represent self-describing data across time. Doing so gives us full context of data and unlocks security use cases, allowing us to build products for cyber recovery and security intelligence.

• Zero Trust Design. We employ Zero Trust principles to prevent threats at the data layer. Our use of native immutability, secure protocols, logical air gap, encryption, role-based access controls, multi-factor authentication, and native services uphold data integrity and availability.

• Data Threat Engine. We have developed a proprietary machine learning and artificial intelligence based data threat monitoring and management engine to surface anomalous activities and indicators of data breaches. Our self-describing data, which combines data and metadata, gives us the ability to surface emergent data threats, understand data sensitivity, and identify malicious user activities.

• Automation. Core to our product design ethos is automation. To consistently secure and manage data at scale, our platform delivers automated end-to-end policy management and enforcement, orchestration of security incident response, and API integrations.

Our Competitive Advantages

Key differentiating elements of our platform and approach include:

• Zero Trust architectural design for data security. We apply Zero Trust principles to the design of our architecture to prevent threats at the data layer. We have designed our architecture to eliminate trust throughout. Our usage of native immutability, secure protocols, logical air gap, encryption, role-based access controls, multi-factor authentication, and native

116

services allows us to preserve data integrity and reduce software supply chain risk. As a result, we can deliver data availability that withstands adverse conditions and allows businesses to restore their data when infrastructure is attacked.

• Ability to surface data security incidents for security operations. We have designed our platform to be extensible with our customers’ existing infrastructure security technologies. Our API-first architecture surfaces data context, data relationships, and data security incidents to help security operations investigate, respond, and recover faster from cyber threats. Our differentiated approach allows us to integrate end-to-end with an array of cybersecurity products, extending protection from the perimeter to the data layer.

• Built to enable operational continuity following cyberattacks and other security incidents. Our platform combines data security and automation to deliver fast data recovery even when applications are compromised by cyberattacks, malicious insiders, and operational disruptions. Our underlying architecture is built on Zero Trust design, assumes that infrastructure will inevitably be compromised, and data must always be available with the right authentication to achieve business resilience.

• Built to secure data across a hybrid multi-cloud environment. Our platform is built to secure data across enterprise, cloud, and SaaS applications through one user interface. To deliver cyber recovery, we have built deep application integrations across a multitude of enterprise, cloud, and SaaS applications. Our proprietary framework that uniformly represents time-series data and metadata from a variety of applications allows us to address security use cases and seamlessly introduce new products for the user.

• Built to detect and analyze anomalies, sensitive data, user risk, and security threats. Our platform uses machine learning to analyze data and continuously monitor for ransomware, identify the timeline of an attack, and assess the attack blast radius. Our platform also surfaces sensitive data proliferation, who has access to sensitive data, and over-privileged data access to help organizations enforce data governance, facilitate compliance with data privacy and residency regulations, and reduce data exfiltration risk. Our platform’s understanding of sensitive data and ability to surface user intelligence can help organizations mitigate risks from compliance, data privacy, and cybersecurity as they deploy AI and large language models.

• Ability to automatically orchestrate complex recoveries without malware reinfection. Our platform is built to automate complex application and data recovery workflows for organizations to achieve business resilience in the event of cyber disasters, operational disruptions, and cloud migration operations. Our platform allows organizations to configure blueprints to define the recovery process of applications and data while minimizing downtime and data loss. Our ability to quarantine infected data allows us to orchestrate recoveries without malware reinfection.

• Radical simplicity at scale. From the beginning, we have built our platform to be easy to use from deployment to ongoing operations, even when managing complex environments at large scale.

• Fully extensible, API-first platform with a broad ecosystem of compatibility. Our platform is built on APIs that enable complete extensibility to integrate with an organization’s ecosystem of technologies and systems. Our API-first architecture and pre-built integrations allow customers to integrate data security and data policy management into self-service automation, infrastructure as code, centralized monitoring, log management, and security operations.

Key Benefits to Our Customers

Leading businesses, governments, and public entities around the world and across all industries and segments choose Rubrik to:

• Achieve cyber and operational resilience. Our platform allows organizations to continue business operations even when data and applications are compromised by cyberattacks,

117

malicious insiders, and operational disruptions. From the beginning, we have built our platform with the assumption that security breaches are inevitable and that data availability and integrity must be maintained to minimize business downtime and data loss.

• Strengthen data security posture. Our platform helps organizations manage security threats with detection and analysis of security risks. We combine machine learning and threat intelligence to detect data anomalies and unusual behavior, analyze the blast radius of impact, automate ransomware monitoring, and rapidly recover impacted data. Our ability to continuously discover and classify sensitive data, in addition to understanding user access, helps reduce the risk of data exfiltration. Our products can be integrated into security operations’ automated playbooks for managing and mitigating ransomware and other data attacks.

• Secure, govern, and recover data across hybrid multi-cloud and SaaS applications. We recognize that organizations are in various stages of their cloud and SaaS journey, and are accumulating data across enterprise, cloud, and SaaS applications. Our platform provides a consistent, policy managed experience across hybrid multi-cloud and SaaS environments, allowing organizations to uniformly deliver data security, governance, and recovery.

• Comply with data regulations. Our platform continuously discovers and classifies sensitive data, which provides increasing value to organizations as more data is accumulated across enterprise, cloud, and SaaS applications. This allows organizations to facilitate compliance with evolving data privacy and security regulations, such as GDPR, and reduce risk of double extortion ransomware attacks.

• Catalog and govern data assets. We provide a single platform for complete visibility and management as organizations accumulate more data across enterprise, cloud, and SaaS applications. We help organizations understand what data they have, where that data resides, sensitivity of data, and who has unqualified data access. As a result, our customers can shrink their attack surface, reduce risk of security breaches, and accelerate industry regulatory compliance. Our understanding of sensitive data and user access can help enterprises adopt generative AI by setting guardrails to mitigate exposure to compliance, data privacy, and cybersecurity risks.

• Improve operational efficiency. As organizations adopt hybrid multi-cloud and SaaS strategies, they encounter many different tools, interfaces, and workflows. Organizations can streamline and standardize data security and management operations with our unified policy automation engine and workflows. This reduces the need for employee training, simplifies security and governance challenges, provides reliable and rapid recoveries, and makes it easier to manage exponential data growth and the accumulation of diverse data sources.

Our Opportunity

We believe our total addressable market opportunity for our platform will be approximately $31.8 billion by the end of calendar year 2023 and approximately $47.1 billion by the end of calendar year 2026, based on market estimates in Gartner® research, representing an average 14% CAGR.⁽¹⁾ These market estimates are as follows:

• Data Management. Based on market estimates in Gartner® research, we estimate that our addressable market for data management will be approximately $12.0 billion by the end of calendar year 2023, which includes $10.2 billion in Backup and Recovery Software and

⁽¹⁾  Gartner, Inc., Forecast: Enterprise Infrastructure Software, Worldwide, 2021-2027, 2Q23 Update, June 2023; Gartner, Inc., Forecast: Information Security and Risk Management, Worldwide, 2021-2027, 2Q23 Update, June 2023; Gartner, Inc. Calculations performed by Rubrik, Inc.

118

$1.8 billion in Archive Software.⁽²⁾ According to market estimates in Gartner® research, these markets will increase to $14.5 billion by the end of calendar year 2026.⁽³⁾

• Security. Based on market estimates in Gartner® research, we believe our addressable market for Application Security, Cloud Security, Cloud Security Posture Management, Data Privacy, Data Security, and Privileged Access Management Software will represent approximately $19.9 billion by the end of calendar year 2023 and approximately $32.6 billion by the end of calendar year 2026.⁽⁴⁾⁽⁵⁾

Our Growth Strategy

Key elements of our growth strategy include:

• Continuing to grow our SaaS solutions. We believe there is a large and growing market opportunity for our multi-tenant, cloud native solutions as more organizations and customers move their applications and data to the cloud. We plan to continue to invest in the development of RSC, building additional products on top of our platform, and our accompanying go-to-market motion to capitalize on this meaningful opportunity.

• Growing our customer base. We grew our customer base from over 5,000 as of January 31, 2023 to over 5,600 as of July 31, 2023. As cyberattacks increase in scale and sophistication amidst accelerated digitization and ever-evolving data regulations, organizations are rethinking how to secure data across various data sources. We believe we will continue to acquire new customers based on our ability to drive cyber resilience, data security posture management, and regulatory compliance.

• Expanding within our customer base. Our existing customer base represents a significant growth opportunity. As our customers accelerate digitization, they adopt more applications and generate more data that must be secured and readily available. We expect to expand our data security products to cover additional scale and scope of data, in addition to cross-selling data governance and compliance products.

• Innovating and extending our product leadership. We have a history of creating and introducing disruptive technologies that help our customers achieve business resilience. We intend to continue making significant investments in research and development as well as hiring top technical talent to further increase our product differentiation.

• Growing and harnessing our partner ecosystem. We plan to continue investing in building out and leveraging our partner ecosystem to broaden our distribution footprint, drive more platform usage, and drive greater awareness of our platform. Our partner ecosystem includes distributors and resellers, or Channel Partners, system integrators, managed system providers, and technology partners.

• Expanding our global footprint. As organizations around the world create more data across enterprise, cloud, and SaaS applications and grapple with an ever-increasing threat level of

⁽²⁾  Gartner, Inc., Forecast: Enterprise Infrastructure Software, Worldwide, 2021-2027, 2Q23 Update, June 2023. Calculations performed by Rubrik, Inc.

⁽³⁾  Ibid. Calculations performed by Rubrik, Inc. Includes $12.5 billion in Backup and Recovery Software and $2.0 billion in Archive Software.

⁽⁴⁾  Gartner, Inc., Forecast: Information Security and Risk Management, Worldwide, 2021-2027, 2Q23 Update, June 2023. Calculations performed by Rubrik, Inc. Includes $5.8 billion and $8.6 billion in Application Security, $5.6 billion and $10.6 billion in Cloud Security, $1.3 billion and $2.3 billion in Data Privacy, $3.7 billion and $5.6 billion in Data Security, and $2.1 billion and $2.7 billion in Privileged Access Management Software by the end of calendar years 2023 and 2026, respectively.

⁽⁵⁾  Gartner, Inc., Forecast Analysis: Cloud Security Posture Management, Worldwide, July 2023. Calculations performed by Rubrik, Inc. Includes $1.3 billion and $2.8 billion in Cloud Security Posture Management by the end of calendar years 2023 and 2026, respectively.

119

cyberattacks, including ransomware, and ever-evolving data privacy and security regulations, we believe there is significant opportunity to expand the use of our platform in all major global markets. We have invested in research and development, sales and marketing, and customer support across EMEA and Asia-Pacific regions and expect to continue to do so. We grew our international revenue from such regions from $144.3 million in fiscal 2022 to $171.5 million in fiscal 2023.

• Pursuing strategic acquisitions. We have a history of acquiring and integrating strategic products and technologies into our platform to deliver comprehensive data security products to our customers and partners. We intend to continue to pursue strategic teams, technologies, and products to accelerate time-to-market for new data security capabilities and widen the competitive moat for our products and solutions.

Our Customers

We had over 5,600 customers as of July 31, 2023. We sell to organizations of various sizes that operate across a wide range of industries, including financial services; retail, trade, and transportation; energy and industrials; healthcare and life sciences; public sector and education; technology, media, and communications; and services.

Industry	Representative Customers
Financial Services:	Barclays; Citigroup; Goldman Sachs; M&T Bank; Alpine Bank; City National Bank of Florida
Retail, Trade & Transportation:	The Home Depot; PepsiCo; Sephora; Goya Foods; BJ’s Restaurants
Energy & Industrial:	Whirlpool; NOV; Simpson Manufacturing; Dunn Lumber
Healthcare & Life Sciences:	Illumina; UCSF Health; Kern Medical; UCI Health; Chapters Health System; St. Luke’s University Health Network
Public Sector & Education:	State of Utah; The Scottish Government; NJ Transit; Dartmouth; King’s College London; City of San Diego; City of Austin; El Dorado County; Pasco County; City of Carrollton; Cranfield University
Technology, Media & Communications:	Fiserv; Arrow Electronics; Denver Broncos; Italiaonline; Sesame Workshop
Services	Choice Hotels; Schiphol; Payette; Ballard Spahr; Baker McKenzie; Republic Airways

Customer Case Studies

UCSF Health

Situation: Internationally renowned for providing highly specialized and innovative care, UCSF Health consistently ranks among the best hospitals and education programs in the United States. UCSF Health’s medical and research environments required data security and data protection solutions that could operate at multi-petabyte scale while proactively safeguarding critical research and hospital data against cyber threats.

Solution: To ensure critical data and workloads are protected to the highest standard, UCSF Health purchased RSC for cyber resilience and data security. UCSF has continued to grow its data secured by Rubrik, as well as invest in Rubrik solutions, including M365 protection, Unstructured Data

120

Protection, and Anomaly Detection to protect and secure critical workloads, including, Linux, Unix, VMware, and Windows, which supports Oracle, SQL, Epic, and unstructured NAS data critical to research and patient care.

“Prioritizing a holistic data security strategy across the enterprise allows us to continue providing leading edge patient care while delivering on our mission of advancing health worldwide.” – CTO, UCSF Health

St. Luke’s University Health Network

Situation: St. Luke’s University Health Network, or St. Luke’s, is a non-profit organization committed to providing high-quality healthcare services to patients regardless of their ability to pay. In order to provide these high-quality healthcare services, St. Luke’s needs to ensure cyber resiliency of their business operations including the security and availability of patient data at all times. With a vision to modernize its information technology strategy and move beyond traditional backup solutions that have historically lacked essential cloud and security capabilities, St. Luke’s sought a cloud-based data security platform to deliver visibility, protection, and control of sensitive data to help mitigate cyber risk and ensure the cyber resiliency of their business.

Solution: In October 2021, St. Luke’s purchased Rubrik solutions to protect and support the migration to Azure of their patient access and medical records system that houses sensitive patient data. After witnessing improvement in backup and recovery performance and significant cost savings from replacing the legacy vendor, St. Luke’s upgraded to RSC Enterprise Edition in March 2022, less than six months after the initial implementation, bolstering St. Luke’s data security posture and cyber resiliency. They have deployed a variety of products to ensure data integrity, including by alerting St. Luke’s security teams of anomalies and changes in the environment in real time. In July 2023, St. Luke’s further expanded their use of Rubrik by purchasing protection for thousands of M365 users and growing data sets as part of an ongoing cyber resiliency initiative with RSC as its extendable foundation.

“Healthcare doesn’t sleep. In our industry, a cyberattack paralyzes our ability to provide life-saving care to our patients – so cyber resiliency is not optional. With Rubrik, we have secured our sensitive data, have gained confidence and peace of mind in the resiliency of our operations, and can uphold our commitment to providing outstanding healthcare services even if we face a cyber event.” – CISO, St. Luke’s

Payette

Situation: Payette is an award-winning architecture firm that has created cutting-edge science centers to world-changing hospitals across the globe. With large sets of unstructured network-attached storage (NAS) data, Payette trusted Rubrik to secure and protect their business data in case of cyber threat. In 2020, they experienced a breach that threatened to take down their servers.

Solution: With Rubrik, Payette fended off the cyber breach with zero data lost and 100% recovery; the cyber attack was thwarted before the hacker could demand ransom. Payette has continued to enhance their data security posture with Rubrik adding Anomaly Detection, as well as adopting Rubrik Cloud Data Protection to secure its Azure and M365 data, to their Rubrik deployment. Payette has reported the following benefits with Rubrik:

• Critical systems online in less than 24 hours after a cyber attack

• Cyber attack thwarted before hacker could demand ransom

• 100% recovery within one week and zero data lost

• M365 and Azure data resilient against cyber threats

121

“Rubrik’s software intelligence is a winning combination. Not only do we have one comprehensive data security solution that checks all the boxes, it is also the most innovative I have seen. Rubrik has a deep understanding of their customers and what they are trying to accomplish. I sleep better at night knowing we have Rubrik.” – Director of IT, Payette

City of Carrollton

Situation: Located in the heart of the Dallas-Fort Worth area, the City of Carrollton’s residents and businesses depend on the city and its departments for services from public works, fire and EMS, municipal courts, emergency management, police, to trash and recycling. Supported by a centralized IT department, the City of Carrollton sought to replace their legacy backup technology with a modern data protection platform following a ransomware attack in 2019 and insourcing of IT in 2020.

Solution: After evaluating multiple vendors, the City of Carrollton selected Rubrik Foundation Edition with Anomaly Detection in 2021. Rubrik was distinguished not only by data security products that other vendors lacked, but a Zero Trust architecture and native immutability that was critical in keeping data protected in the face of cyber threats. Later in 2021, the City of Carrollton added additional Rubrik capacity to further support the resiliency of their cyber operations. In 2022, they expanded their work with Rubrik again, adding data protection for their M365 environment. In 2023, the City of Carrollton upgraded to RSC Enterprise Edition to elevate their data security posture with products such as Sensitive Data Monitoring to secure data spanning numerous apps and workloads across city departments in the face of cyber threats.

“We initially turned to Rubrik for better backup and data protection. Now we look to them as a cybersecurity multi-tool to help us better manage and secure data across all our various data sources. They provide us with increased visibility and data security in our cyber operations.” – CISO, City of Carrollton

Barclays

Situation: With an increasing reliance on technology, greater use of cloud service providers, and a changing cyber-threat landscape, Barclays looked to enhance its cyber resilience – including backup solutions for its private and public cloud storage and database offerings, virtual and physical machines, M365, and other key applications – to achieve significantly improved and more predictable recovery time objectives, or RTO, and enhanced security.

Solution: After evaluating multiple backup vendors, Barclays selected Rubrik Cloud Data Management in January 2022. Rubrik was distinguished from competitors by demonstrating its ability to meet Barclays’ RTOs while offering the security desired with its unique Zero Trust architecture and native immutability. In October 2022, Barclays expanded its work with Rubrik, purchasing Rubrik SaaS Data Protection to safeguard the M365 data of its employees.

“Rubrik stood above others with a holistic, unified data protection and data security offering that is tailored to Barclays’ needs.” – Group CIO, Barclays.

Barclays is serving as an underwriter on this transaction.

Citigroup

Situation: Leading global financial institution, Citigroup or Citi, serves 100+ million customers and does business in more than 160 countries with 90% of the global Fortune 500 companies. Citi’s vast network allows them to flow $4+ trillion each day across borders, currencies and asset classes. With increasing complexity tied to business and geopolitics in addition to evolving consumer expectations,

122

Citi sought to modernize their legacy data protection tools with a state-of-the-art data security platform that could be deployed at speed and scale to safeguard Citi’s data and ensure its operations stay efficient, effective and resilient in the face of cyber threats.

Solution: After evaluating multiple vendors, in July 2022, Citi selected Rubrik Cloud Data Management for its zero trust architecture, native immutability, scalability, and performance. Citi quickly deployed Rubrik to protect business critical NAS data. With Rubrik, Citi experienced marked performance improvement in Recovery Performance Objective (RPO) compared to their legacy backup tool when protecting a large amount of data. Following the success of the initial Rubrik implementation, Citi expanded their partnership by upgrading to RSC Enterprise Edition in January 2023. RSC was distinguished by its comprehensive data security product suite that will help Citi mitigate compliance risk, cyber threats, and preserve customer trust and brand reputation.

Citi is serving as an underwriter on this transaction.

The Home Depot

Situation: The Home Depot is the world’s largest home improvement retailer with over 2,300 stores and approximately 475,000 employees across North America and Guam. To support its business objective of delivering best-in-class customer, employee, community, and shareholder experience, The Home Depot pursued a technology transformation initiative to ensure data availability and enhanced protection at its retail sites.

Solution: Since deploying Rubrik solutions to protect, manage, and recover data distributed across over 2,300 stores, The Home Depot has significantly increased their Rubrik footprint. In 2022, The Home Depot expanded the partnership with Rubrik by deploying RSC Enterprise Edition to continue to proactively monitor and mitigate cyber threats, such as ransomware, while monitoring for sensitive data exposure.

Cranfield University

Situation: Cranfield University is the largest UK provider of master’s-level graduates in engineering. The university’s work informs government policy and leads the way in producing cutting-edge new technologies and products in partnership with industry. As a leading research institution, Cranfield University generates large volumes of sensitive data, including national insurance numbers, tax references, and other sensitive user data. As the university accelerated its digital transformation to meet increasing demand of agile services, it sought a cloud-based data protection solution that delivered visibility, protection, and control of its highly sensitive data to mitigate cyber risk.

Solution: In 2018, Cranfield University selected Rubrik for its cloud-based data protection strategy to ensure business resiliency as it migrated critical data to Azure. With Rubrik’s policy-based data management and cloud archival capabilities, the university experienced faster recovery times and cost savings compared to their legacy backup and recovery solutions. Based on this early success, in 2019, Cranfield University expanded their use of Rubrik offerings to include Anomaly Detection to help assess the blast radius and identify malicious activity in the event of a cyber incident, enabling incident responders to accelerate recovery time. In 2020, the university added Sensitive Data Monitoring to be able to identify and remediate sensitive data sprawl and stay compliant with stringent regulations mandated by the GDPR and UK Information Commissioner’s Office. Most recently, in 2023, Cranfield University began utilizing RSC and M365 protection to cover the M365 data of its faculty, students, and employees.

“We partner with Rubrik because they continue to innovate and provide solutions that help our university stay resilient in the face of evolving threats.” – Head of IT Infrastructure, Cranfield University

123

Our Commercial Offerings

RSC is a cloud native SaaS platform that secures data across disparate sources. We build products on top of RSC to address a myriad of use cases that help our customers achieve cyber resilience. Our primary commercial products are as follows:

Data Protection

• Enterprise Data Protection. Cyber-proofs enterprise data on physical systems, operating systems, virtual machines, databases, file systems, and containers with air-gapped, immutable, access-controlled backups.

• Unstructured Data Protection. Cyber-proofs unstructured file and object data stored on petabyte scale NAS systems with air-gapped, immutable backups.

• Cloud Data Protection. Cyber-proofs Azure, AWS, and GCP cloud application data and databases with secure, access-controlled backups.

• SaaS Data Protection. Cyber-proofs M365 data with air-gapped, immutable data resilience and rapid recovery at scale.

Data Threat Analytics

• Detects data threats and identifies the blast radius of a cyberattack to speed up data recovery. Combines Anomaly Detection and Threat Hunting. Anomaly Detection uses machine learning to determine the point of infection and blast radius of a cyberattack, such as ransomware. Threat Hunting allows incident responders and SOC analysts to hunt for indicators of compromise.

Data Security Posture

• Strengthens cyber posture by locating sensitive data proliferation and identifying data risks. Includes Sensitive Data Monitoring and User Access, which altogether discovers where data lives, sensitivity of data, and who has access to data. A hardened cyber posture helps customers proactively reduce the risk of cyberattacks, data exfiltration, and sensitive data exposure.

Cyber Recovery

• Improves cyber readiness and incident response with orchestrated Cyber Recovery Simulation and Threat Containment. Cyber Recovery Simulation is used by our customers to create, test, and validate recovery plans, while also staying compliant with policy and audit requirements. Threat Containment quarantines data infected with malware to prevent malware reinfection during recovery. Cyber Recovery can also be used to recover compromised data within a safe environment for forensic analysis.

Our commercial products are used by customers to deliver business resilience against operational failures and cyberattacks. Customers use our Data Protection, Cyber Recovery, and Data Security Posture products to strengthen cyber posture, comply with regulations, and conduct recovery from operational failures, human errors, or natural disasters. During a cyberattack, customers use Data Threat Analytics in addition to the above products to identify, contain, and remediate data threats, determine scope of sensitive data exposure, recover data, and conduct event response.

124

Our RSC platform is built to be highly flexible and scalable, enabling us to innovate and deliver new data security products in the future.

Our products are available for purchase via three subscription editions to our RSC platform, which are as follows:

• Foundation Edition. Keeps data secure and recoverable from cyberattacks and operational failures.

• Business Edition. Builds upon Foundation Edition by proactively monitoring for ransomware.

• Enterprise Edition. Builds upon Business Edition by continuously monitoring data risk and orchestrating cyber recovery.

Our commercial offerings are accompanied by an award-winning customer support experience. We offer several support solutions and capabilities that enhance the value proposition of our software and SaaS solutions:

• SentryAI. SentryAI is our proprietary AI deep learning-based platform for system health monitoring, allowing us to deliver proactive customer service throughout the entire customer lifecycle. Our platform uses AI to detect anomalous behavior from telemetry data from our customers. Data analyzed includes performance, security and SLA compliance, and capacity utilization. SentryAI is included within our base support offering.

• Customer Experience Manager, or CEM. We offer dedicated customer experience managers to proactively monitor the health of our customers’ environments, preemptively detect and resolve emerging issues, including those related to cybersecurity, deliver operational risk management, and recommend strategies for ROI scaling and maximization.

125

• Premium-Plus Add-on Support. Our program provides a CEM and an Assigned Support Engineer, or ASE, for personalized, technical support. Our dedicated teams develop an in-depth understanding of our customers’ unique environment requirements, collaborate closely with our customers’ operation teams, and provide a direct path to accelerate resolution times.

• Ransomware Recovery Team. Our 24x7 Ransomware Recovery Team assists and complements our customers’ recovery plans. This is a free service available to our customers and helps them remediate and recover faster.

• Education. We offer Rubrik University, which includes instructor-led training with hands-on labs, on-demand e-learning courses, and certification exams. Education capabilities are targeted at different types of users and delivery modalities to suit end-customer needs. We have instructor-led training and self-paced on-demand courses.

• Certification Program. Our certification program enables technical personnel to demonstrate and validate in-depth knowledge of data security by becoming a Rubrik Certified Systems Administrator.

Our Technology

We have designed a highly differentiated and innovative architecture that is comprised of the following elements:

• Time-Series Data and Metadata. Our architecture combines data and metadata from business applications to create self-describing data as a time-series. Self-describing data is important since it contains information such as application context, user identity, data sensitivity, and application lineage, allowing us to understand emergent data threats and deliver cyber recovery. In addition, we have constructed a proprietary framework to uniformly represent this time-series data and metadata from enterprise, cloud, and SaaS applications. Since we have a common way to represent data across a multitude of application sources, we can easily introduce new products on top of our platform.

• Zero Trust Design. We employ Zero Trust principles to prevent threats at the data layer. Our usage of native immutability, secure protocols, logical air gap, encryption, role-based access controls, multi-factor authentication, and native services allows us to preserve data integrity and reduce software supply chain risk.

• Native Immutability. Our platform was custom designed to provide built-in immutability and preserve data integrity. Our proprietary, append-only file system, combined with data integrity checks, protects data from unauthorized modification, encryption, or deletion, thereby preventing data from being compromised.

• Secure Protocols. We architected our platform to allow data access only in an authenticated manner and via secure protocols. Contrast this approach to that of legacy technologies, which offer multi-tier architectures with a full trust security model leveraging insecure network and storage protocols, thereby leaving data vulnerable to corruption, deletion, or theft.

• Logical Air Gap. Data is protected by creating a multi-layered barrier between data and malicious actors. Logical processes, such as encryption, hashing, and granular role-based access controls, prevent data from being modified, deleted, or stolen. Our immutable, append-only file system also contributes to establishing a logical air gap by preventing data from being manipulated once written.

• Native Services. Our platform provides robust built-in functionality with native services. We do not provide privileged access to third-party applications, thereby reducing the risk of software supply chain attacks.

126

• Threat Engine. Our threat engine uses machine learning and threat intelligence to analyze our time-series data and metadata, detecting anomalies, encryption, content sensitivity, and malware. We can identify the initial point, scope, and time of attack to avoid malware reinfection during recovery.

• Automation. Core to our design ethos is automation. To secure data at scale and with consistency, our platform is architected to deliver automated end-to-end policy management, orchestration of security incident response, and API integrations.

• Policy Automation. Our fully orchestrated policy engine simplifies how data security objectives are created, enforced, and managed. By providing simplicity and automation in securing data, organizations easily deliver a consistent and uniform data security posture.

• Integration with Security Operations. Our solutions integrate with security tools, such as SIEM/SOAR and cloud security, to address a critical gap: security risks and threats at the data layer. Existing security tools pull in data from every corner of the infrastructure (network, applications, endpoints, etc.) but not from the data itself. By integrating continuous monitoring of data and user context, SecOps teams accelerate risk mitigation, incident response, and business resiliency.

• API-integration. Our API-first design means that any operation performed via Rubrik’s UI is performed through multi-factor authenticated APIs. We offer an extensive collection of pre-built integrations that allow customers to leverage our APIs to integrate data security and data policy management into self-service automation, infrastructure as code, centralized monitoring, log management, and security operations.

Our Go-to-Market Strategy

We primarily sell subscriptions to RSC through our global sales team and partner network. We target the largest organizations worldwide to mid-sized organizations. We sell to smaller customers through a high velocity engagement model driven by our inside sales team.

We utilize a land and expand approach, acquiring new customers and expanding with existing customers. We sell our products through subscriptions to RSC editions and can land in four distinct ways by securing enterprise, unstructured data, cloud, and SaaS applications. After initial purchase, our customers often expand the deployment of our platform within their organization. Expansion happens along three vectors: the growth of data from applications already secured by Rubrik; new applications secured; and additional data security products. This expansion is driven by a natural flywheel effect in which the value of our platform increases as our customers’ data grows across various applications. As organizations manage more data with RSC and adopt additional data security products, they gain deeper insights into their data, strengthen their overall security posture, and reduce compliance risk, increasing their overall affinity with Rubrik.

127

Our sales organization includes sales development, inside sales, sales engineering, and field sales personnel and is segmented both geographically, and by the size of prospective customers. We also have dedicated sales teams for the public sector, including federal, state, and local government organizations. Our sales teams identify prospective customers, manage customer accounts, and identify expansion opportunities, while working with our partner network.

We sell our subscriptions to customers through our Channel Partners utilizing a two-tier, indirect fulfillment model. We also offer SaaS products through the marketplaces of our technology alliance partners, including GCP, Azure, and AWS.

Our marketing organization works closely with our sales team to build brand and product awareness and drive sales pipeline. We leverage a mix of outbound marketing tactics such as industry conferences, user events, webinars, and digital programs to target new business, as well as support our upsell and cross-sell efforts. Every year, we organize our user conference, Rubrik Forward, to help our customers realize greater business results through data security. In addition, we leverage inbound marketing activities to generate pipeline and engage in joint marketing activities with our channel and technology alliance partners.

As of July 31, 2023, we had more than 1,300 employees in our sales and marketing organizations.

Our Partnerships

Our partnerships consist of Channel Partners, system integrators, managed service providers, and technology partners. Our partner program is designed to maximize technology expertise, technology alliances, and geographic coverage. Our Rubrik Transform Partner Program is a global program that manages our business relationships with our partners.

Our partners help expand the reach of our technology by building brand and product awareness, generating leads, implementing our solutions, providing value-added professional services, and reselling our services. On occasion, we may form deeper strategic relationships, such as our partnership with Microsoft that extends from driving go-to-market activities to co-engineering projects to deliver integrated Zero Trust Data Security products built on Azure.

128

Research and Development

Our research and development team is responsible for the design, development, testing, operation, and quality of our data security platform. This organization works closely with our cloud operations team to ensure that our platform is available, reliable, and stable. Rubrik Zero Labs is our internal data security research lab that analyzes the global threat landscape, works to eliminate threats with our data security platform, and reports on emerging data security issues. Our research and development leadership team is located in Palo Alto, California and Bangalore, India. We intend to continue to invest in our research and development capabilities to extend our platform and drive innovation of new products to expand our market size and customer impact.

Manufacturing

We rely on a limited number of contract manufacturers, including Super Micro Computer, Inc., or Supermicro, to assemble, test, and load our software onto Supermicro servers to deliver Rubrik-branded Appliances, which the customer enterprise data we secure relies upon. All Rubrik-branded Appliances are currently built on servers designed and supplied by Supermicro. Our Original Equipment Manufacturer Agreement with Supermicro expires in November 2023, with the option to terminate upon each automatic annual renewal thereafter, and does not contain minimum purchase requirements that we must satisfy. We and Supermicro have also agreed to a “Direct-to-Distributor” model, whereby our Channel Partners are authorized to place purchase orders directly with Supermicro, and Supermicro is authorized to sell our Rubrik-branded Appliances directly to our Channel Partners.

Our Competition

The markets we serve are highly competitive and rapidly evolving. Our competition is specific to use cases that we target. We believe we have a unique Zero Trust data architecture. As such, we are not aware of other companies with a Zero Trust Data Security approach that secures and recovers data across enterprise, cloud, and SaaS applications. As customer requirements evolve and new technologies are introduced, we anticipate competition will increase as established or emerging companies develop solutions that address the data security market. Our main competitors fall into the following categories:

• Data management and protection vendors, such as Commvault, Dell EMC, IBM, Veeam, Veritas, and Cohesity;

• Smaller cloud and SaaS data management vendors with products that compete in some of our markets; and

• Vendors that provide cyber/ransomware detection and investigation, data security posture management, insider threat detection, data classification, incident containment, and other security and data governance technologies.

We believe we compete favorably based on the following competitive factors:

• Ability to converge backup and recovery and cybersecurity in a cloud architecture;

• Ability to automatically manage and secure diverse data types across hybrid cloud, public cloud, and SaaS environments in an easy-to-use, unified platform;

• Ability to provide cyber recovery from a cyberattack;

• Ability to harden data security posture by continuously observing data for security risks;

129

• Business data access for cyber resilience;

• Ease of deployment, implementation, and use;

• Performance, scalability, and reliability;

• Ease of integration and collection of pre-built integrations with a wide variety of applications, infrastructure, automation, and security products driven by an API-first architecture;

• Time to value and pricing;

• Integrated data governance and compliance capabilities;

• Quality of customer success and professional services; and

• Brand recognition and reputation.

Our Culture and Employees

We consider our culture and employees to be important to our success. Our vision for our people is to establish an environment where our people can grow their careers and feel like they belong and succeed at Rubrik, allowing us to attract, develop, and retain the best talent in the industry to drive Rubrik’s success well into the future. We do this through incentivizing and integrating our employees through our competitive rewards and benefits, including equity-based compensation, and by our unique culture.

Our culture is driven by our core company values, and we measure performance against these values:

• Relentlessness. Unyielding will and curiosity to tackle the hardest challenges.

• Integrity. Do what you say and do the right thing.

• Velocity. Drive clarity, decide quickly, and move fast to delight our customers.

• Excellence. Set a high standard and strive for greatness.

• Transparency. Build trust and drive smart decisions through transparent communication.

As of July 31, 2023, we had over 2,900 full-time employees operating across 22 countries. We also engage contractors and consultants. None of our employees are represented by a labor union. In certain countries in which we operate, such as Germany and France, we are subject to, and comply with, local labor law requirements, which include works councils and industry-wide collective bargaining agreements. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Intellectual Property

Intellectual property rights are important to the success of our business. We rely on a combination of patents, copyrights, trademarks, and trade secret laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual protections, to protect our intellectual property rights, including rights in our proprietary technology, software, know-how and brand. We also use open source software in our offering.

As of July 31, 2023, we had 227 issued U.S. patents and patents in various non-U.S. jurisdictions, 188 patent applications pending in the United States, and 16 patent applications pending

130

in various non-U.S. jurisdictions. Our issued patents as of July 31, 2023 expire between April 30, 2034 and September 13, 2041. As of July 31, 2023, we had 16 registered trademarks in the United States, one trademark application pending in the United States, 17 registered trademarks in various non-U.S. jurisdictions, and six trademark applications pending in various non-U.S. jurisdictions.

Although we rely on intellectual property rights, including contractual protections, to establish and protect our intellectual property, we believe that factors such as the technological and creative skills of our personnel, creation of new services, features and functionality, and frequent enhancements to our platform are essential to establishing and maintaining our technology leadership position.

We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers, and partners. We require our employees, consultants, independent contractors, and other third parties to enter into confidentiality and proprietary rights agreements and we control and monitor access to our software, documentation, proprietary technology, and confidential information. Our policy is to require all employees, consultants, and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes, and other intellectual property generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally enter into confidentiality agreements with our customers, technology alliance partners, and Channel Partners. See the section titled “Risk Factors” for a more comprehensive description of risks related to our intellectual property.

Our Facilities

We are headquartered in Palo Alto, California, where we lease approximately 81,031 square feet pursuant to a lease which expires in 2027. We currently lease other office space in Austin, Texas; Morrisville, North Carolina; Lawrence, Kansas; Reston, Virginia; Amsterdam, Netherlands; Nottingham, England; Cork, Ireland; Tel Aviv, Israel; Bangalore, India; and Sydney, Australia, with a total aggregate size of approximately 260,000 square feet. We do not own any real property. We believe that our facilities are adequate to meet our current needs.

Legal Proceedings

From time to time, we are involved in various legal proceedings arising from activities in the normal course of business. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, results of operations, and cash flows. Defending any legal proceedings is costly and can impose a significant burden on management and employees. 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.

131

MANAGEMENT

The following table sets forth information for our executive officers and directors as of August 31, 2023:

Name	Age		Position
Executive Officers
Bipul Sinha		49	Chief Executive Officer and Chairman of our Board of Directors
Kiran Choudary		48	Chief Financial Officer
Arvind Nithrakashyap		49	Chief Technology Officer and Director
Brian McCarthy		43	Chief Revenue Officer
Non-Employee Directors
Asheem Chandna(1)(2)		58	Director
R. Scott Herren(1)		61	Director
Mark D. McLaughlin(2)		57	Director
Ravi Mhatre(2)(3)		56	Director
Enrique Salem(3)		57	Director
John W. Thompson(3)*		74	Director
Yvonne Wassenaar(1)		54	Director

(1) Member of the audit committee.

(2) Member of the compensation committee.

(3) Member of the nominating and governance committee.

* Lead Independent Director

Executive Officers

Bipul Sinha. Mr. Sinha is our co-founder and has served as our Chief Executive Officer and as a member of our board of directors since January 2014, and as Chairman of our board of directors since July 2016. Since January 2014, Mr. Sinha has also served as Venture Partner at Lightspeed Venture Partners, a global technology venture capital firm. From July 2010 to January 2014, Mr. Sinha served as a Partner at Lightspeed Venture Partners. Mr. Sinha previously served on the board of directors of Nutanix, Inc., a public enterprise cloud platform company, from December 2011 to October 2017. Mr. Sinha holds a Bachelor of Technology in Electrical Engineering from the Indian Institute of Technology and a Master of Business Administration from the Wharton School of the University of Pennsylvania. Mr. Sinha was selected to serve on our board of directors because of the perspective and experience he provides as our co-founder and Chief Executive Officer, as well as his extensive experience with advising and leading technology companies.

Kiran Choudary. Mr. Choudary has served as our Chief Financial Officer since November 2020 and was formerly our Senior Vice President of Finance and Strategy from August 2018 to November 2020. From May 2013 to August 2018, Mr. Choudary served as Vice President of Finance and Strategy at Atlassian Corporation PLC, or Atlassian, a public software technology company. Prior to Atlassian, Mr. Choudary served as Vice President in the Technology Investment Banking group at The Goldman Sachs Group, Inc. Mr. Choudary holds a Bachelor of Technology from the Indian Institute of Technology, a master’s degree in Engineering from the Massachusetts Institute of Technology, and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

Arvind Nithrakashyap. Mr. Nithrakashyap is our co-founder and has served as our Chief Technology Officer and as a member of our board of directors since January 2014. From March 2010 to January 2014, Mr. Nithrakashyap served as Senior Rocket Scientist at Rocket Fuel Inc., or Rocket

132

Fuel, a public advertisement technology company, acquired by Sizmek Inc. Prior to Rocket Fuel, Mr. Nithrakashyap served as Senior Software Engineer at Pursima, Inc., or Pursima, a data management software company. Prior to Pursima, Mr. Nithrakashyap served as Principal Member of Technical Staff at Oracle Corporation, a public computer technology company. Mr. Nithrakashyap holds a Bachelor of Technology in Computer Science from the Indian Institute of Technology and a master’s degree in Computer Science from the University of Massachusetts Amherst. Mr. Nithrakashyap was selected to serve on our board of directors because of the perspective and experience he provides as our co-founder and Chief Technology Officer, as well as his extensive experience with leading product development at technology companies.

Brian McCarthy. Mr. McCarthy has served as our Chief Revenue Officer since February 2021. From September 2018 to February 2021, Mr. McCarthy served as Executive Vice President and Chief Revenue Officer of ThoughtSpot, Inc., a business intelligence analytics search software company. From May 2017 to September 2018, Mr. McCarthy served as Vice President of Sales for AppDynamics, Inc., an application performance management and IT operations analytics company, acquired by Cisco Systems, Inc. Mr. McCarthy holds a Bachelor of Arts in Theology and History from the Franciscan University of Steubenville.

Each executive officer serves at the discretion of our board of directors and holds office until his successor is duly appointed and qualified or until his earlier resignation or removal.

Non-Employee Directors

Asheem Chandna. Mr. Chandna has served as a member of our board of directors since March 2015. Since September 2003, Mr. Chandna has served as Partner at Greylock Partners, a venture capital firm. From April 1996 to December 2002, Mr. Chandna served as Vice President, Business Development and Product Management at Check Point Software Technologies Ltd., a public cybersecurity company. He currently serves on the board of directors of a number of privately held companies. Mr. Chandna previously served on the board of directors of Palo Alto Networks, Inc., or Palo Alto Networks, a public cybersecurity company, from April 2005 to December 2022, Imperva, Inc., a public cybersecurity company, acquired by Thoma Bravo, LLC, from July 2003 to June 2013, and Sourcefire, Inc., a public cybersecurity company, acquired by Cisco Systems, Inc., from May 2003 to October 2009. Mr. Chandna holds a Bachelor of Science in Electrical Engineering and a Master of Science in Computer Engineering from Case Western Reserve University. Mr. Chandna was selected to serve on our board of directors because of his extensive background with cybersecurity and cloud products, enterprise IT markets, and his experience on the boards of directors of various public and private companies.

R. Scott Herren. Mr. Herren has served as a member of our board of directors since November 2021. Since December 2020, Mr. Herren has served as Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., a public technology company. From November 2014 to December 2020, Mr. Herren served as Chief Financial Officer of Autodesk, Inc., or Autodesk, a public cloud-based design and engineering software company. Prior to Autodesk, Mr. Herren served in various leadership and financial roles at Citrix Systems, Inc., or Citrix, a public cloud computing company. Prior to Citrix, Mr. Herren spent 16 years in senior strategy and financial positions at FedEx Corporation, a public transportation and e-commerce company, and International Business Machines Corporation, a public technology company. Mr. Herren previously served on the board of directors of Proofpoint, Inc., a public cybersecurity company, acquired by Thoma Bravo, LLC. Mr. Herren holds a Bachelor of Science in Industrial Engineering from Georgia Institute of Technology and a Master of Business Administration from Columbia University. Mr. Herren was selected to serve on our board of directors because of his extensive experience in operations, international business, accounting, financial management, and investor relations at publicly held technology companies.

133

Mark D. McLaughlin. Mr. McLaughlin has served as a member of our board of directors since November 2022. Since April 2023, Mr. McLaughlin has served as a director of Snowflake Inc., a public data-cloud company, and since August 2019, Mr. McLaughlin has served as chairperson of the board of directors of QUALCOMM Incorporated, or Qualcomm, a public global semiconductor company, and has served as a member of the board of directors of Qualcomm since July 2015. From August 2011 to December 2022, Mr. McLaughlin served as a member of the board of directors of Palo Alto Networks, a public cybersecurity company. In addition, Mr. McLaughlin served as Chief Executive Officer of Palo Alto Networks from August 2011 to June 2018 and as President from August 2011 to August 2016. From February 2000 to July 2011, Mr. McLaughlin served in various roles at VeriSign, Inc., or VeriSign, a public internet infrastructure company, most recently as President and Chief Executive Officer. Prior to VeriSign, Mr. McLaughlin served as Vice President, Sales and Business Development at Signio Inc., an internet payments company, acquired by VeriSign. In January 2011, President Barack Obama appointed Mr. McLaughlin to serve on the President’s National Security Telecommunications Advisory Committee, where he served through April 2023, and from November 2014 to December 2016, he served as the chairperson of the committee. Mr. McLaughlin holds a Bachelor of Science from the U.S. Military Academy at West Point and a Juris Doctorate from Seattle University School of Law. Mr. McLaughlin was selected to serve on our board of directors because of his extensive leadership experience and knowledge of the technology industry.

Ravi Mhatre. Mr. Mhatre has served as a member of our board of directors since January 2014. Mr. Mhatre co-founded Lightspeed Venture Partners, a global technology venture capital firm, and has served as Managing Director of Lightspeed Venture Partners since August 1999. He currently serves on the board of directors of several private companies. Mr. Mhatre previously served on the boards of directors of Nutanix, Inc., a public enterprise cloud platform company, from July 2010 to April 2021, and Mulesoft, Inc., a public enterprise software company, acquired by Salesforce, Inc., from May 2007 to May 2018. Mr. Mhatre holds a Bachelor of Arts in Economics and a Bachelor of Science in Electrical Engineering from Stanford University and a Master of Business Administration from Stanford University’s Graduate School of Business. Mr. Mhatre was selected to serve on our board of directors because of his extensive experience in the venture capital industry, knowledge of technology companies, and service on the boards of directors of various private and public companies.

Enrique Salem. Mr. Salem has served as a member of our board of directors since August 2019. Since July 2014, Mr. Salem has served as Managing Director of Bain Capital Ventures, a venture capital firm. From June 2004 to July 2012, Mr. Salem served in various roles at Symantec Corporation, or Symantec, now known as NortonLifeLock Inc., a public cybersecurity company, most recently as President and Chief Executive Officer. Prior to Symantec, Mr. Salem served as President and Chief Executive Officer of Brightmail, Inc., an email filtering company, prior to its acquisition by Symantec in 2004. Mr. Salem has also held senior leadership roles at Oblix Inc., Ask Jeeves Inc., Peter Norton Computing, Inc., and Security Pacific Merchant Bank. In March 2011, he was appointed to President Barack Obama’s Management Advisory Board. Mr. Salem currently serves on the boards of directors of Mandiant, Inc., formerly known as FireEye, Inc., a public cybersecurity company acquired by Google LLC, a multinational technology conglomerate, in September 2022, Atlassian Corporation PLC, a public software technology company, and DocuSign, Inc., a public electronic document management software company. He previously served on the boards of directors of ForeScout Technologies, Inc., a network security company, from September 2013 to July 2020, Automatic Data Processing, Inc., a public cloud-based human capital management software company, from January 2010 to November 2013, and Symantec from April 2009 to July 2012. Mr. Salem also currently serves on the boards of directors of multiple private companies. He received the Estrella Award from the Hispanic IT Executive Council in 2010 and was named Entrepreneur of the Year in 2004 by Ernst & Young. Mr. Salem holds an Artium Baccalaureus in Computer Science from Dartmouth College. Mr. Salem was selected to serve on our board of directors because of his extensive leadership experience, including oversight of global operations, his knowledge of technology companies, and his service on the boards of directors of various private and public companies.

134

John W. Thompson. Mr. Thompson has served as a member of our board of directors since January 2018. Since May 2018, Mr. Thompson has served as Venture Partner at Lightspeed Venture Partners, a global technology venture capital firm. From May 2021 to May 2023, Mr. Thompson served as chairperson of the board of directors of Illumina, Inc., or Illumina, a public genomics technology company. From October 2017 to March 2018, Mr. Thompson served as Executive Advisor at Riverwood Capital Management L.P., or Riverwood Capital, a private equity firm. Prior to Riverwood Capital, Mr. Thompson served as Chief Executive Officer at Virtual Instruments Corporation, a software solutions company, Chief Executive Officer at Symantec Corporation, or Symantec, now known as NortonLifeLock Inc., a public cybersecurity company, and General Manager at International Business Machines Corporation, a public technology company. He currently serves on the boards of directors of Microsoft Corporation, a public technology Company, and Illumina. Mr. Thompson previously served on the board of directors of Symantec from 1999 to 2011. Mr. Thompson holds a Bachelor of Arts in Business Administration from Florida Agricultural and Mechanical University and a master’s degree in Management Science from Massachusetts Institute of Technology, Sloan School of Management. Mr. Thompson was selected to serve on our board of directors because of his extensive leadership experience and his knowledge of technology companies.

Yvonne Wassenaar. Ms. Wassenaar has served as a member of our board of directors since November 2021. From January 2019 to May 2022, Ms. Wassenaar served as Chief Executive Officer of Puppet, Inc., an information technology automation software company. From June 2017 to September 2018, Ms. Wassenaar served as Chief Executive Officer of Airware, an enterprise drone solutions company. From August 2014 to May 2017, Ms. Wassenaar served in various roles at New Relic, Inc., or New Relic, a public cloud-based observability platform company, most recently as Chief Information Officer. Prior to New Relic, Ms. Wassenaar held various senior positions at VMware, Inc., a public cloud computing and virtualization technology company. Ms. Wassenaar currently serves on the board of directors of Arista Networks, Inc., a public cloud networking company, Forrester Research, Inc., a public research and advisory company, and JFrog Ltd., a public software supply chain company. Ms. Wassenaar previously served on the boards of directors of Anaplan, Inc., a public cloud-based business planning software company, acquired by Thoma Bravo, LLC, from November 2019 to June 2022, and Mulesoft, Inc., a public enterprise software company, acquired by Salesforce, Inc., from December 2017 to May 2018. Ms. Wassenaar also currently serves on the boards of directors of various private companies and non-profit institutions. Ms. Wassenaar holds a Bachelor of Arts in Economics with a specialization in computing from the University of California, Los Angeles and a Master of Business Administration from the UCLA Anderson School of Business. Ms. Wassenaar was selected to serve on our board of directors because of her extensive knowledge of the technology industry, her extensive experience in senior leadership positions at technology companies, and her service on the boards of directors of various private and public companies.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Composition of Our Board of Directors

Our business and affairs are managed under the direction of our board of directors. Pursuant to our certificate of incorporation and our amended and restated voting agreement, our directors were elected as follows:

• Messrs. Sinha, Salem, and Nithrakashyap were elected as the designees nominated by holders of our common stock;

• Mr. Mhatre was elected as the designee nominated by holders of our Series A redeemable convertible preferred stock;

135

• Mr. Chandna was elected as the designee nominated by holders of our Series B redeemable convertible preferred stock; and

• Messrs. Herren, Thompson, and McLaughlin and Ms. Wassenaar were elected as the independent designees nominated by the board of directors.

Immediately prior to the closing of this offering, our amended and restated voting agreement will terminate, our certificate of incorporation, along with our bylaws, will be amended and restated, and none of our stockholders will have any special rights regarding the election or designation of members of our board of directors. After the closing of 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. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

In accordance with our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering, immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

• the Class I directors will be                , and their terms will expire at our first annual meeting of stockholders following this offering;

• the Class II directors will be                 , and their terms will expire at our second annual meeting of stockholders following this offering; and

• the Class III directors will be                , and their terms will expire at our third annual meeting of stockholders following this offering.

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

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 or her background, employment, and affiliations, our board of directors has determined that Asheem Chandna, R. Scott Herren, Mark D. McLaughlin, Ravi Mhatre, Enrique Salem, John W. Thompson, and Yvonne Wassenaar do not have relationships 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 New York Stock Exchange, or NYSE, listing standards. 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. In addition, our board of directors considered the beneficial ownership of our shares held by each non-employee director and the transactions described in the section titled “Certain Relationships and Related Party Transactions.”

Lead Independent Director

Upon the closing of this offering, our corporate governance guidelines will provide that one of our independent directors will serve as our Lead Independent Director. Our board of directors has

136

appointed Mr. Thompson to serve as our Lead Independent Director. The Lead Independent Director will be responsible for presiding over each executive session of non-management directors in which those directors meet without management participation and perform other duties as our board of directors may determine from time to time.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our audit committee consists of Asheem Chandna, R. Scott Herren, and Yvonne Wassenaar. The chairperson of our audit committee is Mr. Herren. Our board of directors has determined that each member of our audit committee satisfies the independence requirements under the listing standards of the NYSE and Rule 10A-3(b)(1) of the Exchange Act. Our board of directors has determined that Mr. Herren is an “audit committee financial expert” within the meaning of SEC regulations. Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of their employment.

The primary purpose of our audit committee is to discharge the responsibilities of our board of directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our audit committee include:

• helping our board of directors oversee our corporate accounting and financial reporting processes;

• managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting, when required;

• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end results of operations;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviewing related party transactions;

• reviewing our policies on risk assessment and risk management;

• approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm and the related fees; and

• preparing the audit committee report that the SEC requires in our annual proxy statement.

Our audit committee operates under a written charter that satisfies the applicable listing standards of the NYSE.

137

Compensation Committee

Our compensation committee consists of Asheem Chandna, Ravi Mhatre, and Mark D. McLaughlin. The chairperson of our compensation committee is Mr. Chandna. Our board of directors has determined that each member of our compensation committee is independent under the listing standards of the NYSE, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans, and programs, and to review and determine or recommend to our board of directors for approval, as applicable, the compensation to be paid to our executive officers, directors, and other senior management, as appropriate. Specific responsibilities of our compensation committee include:

• reviewing and recommending to the independent members of our board of directors the compensation of our chief executive officer;

• in consultation with our chief executive officer, reviewing and approving the compensation of our other executive officers;

• reviewing and recommending to our board of directors the compensation of our non-employee directors;

• administering our equity incentive plans and other benefit programs;

• reviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, bonus plans, change of control protections, and any other compensatory arrangements for our executive officers and other senior management; and

• reviewing and establishing general policies and programs relating to compensation and benefits of our employees, including our overall compensation philosophy.

Our compensation committee operates under a written charter that satisfies the applicable listing standards of the NYSE.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of John W. Thompson, Ravi Mhatre, and Enrique Salem. The chairperson of our nominating and corporate governance committee is Mr. Thompson. Our board of directors has determined that each member of our nominating and corporate governance committee is independent under the listing standards of the NYSE.

Specific responsibilities of our nominating and corporate governance committee include:

• identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;

• considering and making recommendations to our board of directors regarding the composition and chairpersons of the committees of our board of directors;

• developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and

• overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the NYSE.

138

Code of Conduct

We have adopted a code of conduct that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. Immediately prior to the closing of this offering, our code of conduct will be available under the Corporate Governance section of our website at www.rubrik.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of the NYSE concerning any amendments to, or waivers from, any provision of our code of conduct. Information contained on, or accessible through, our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is only as an inactive textual reference.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee are currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Non-Employee Director Compensation

During fiscal 2023, we did not pay any cash compensation to our non-employee directors for their service on our board of directors. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

The following table sets forth information regarding the compensation earned by or paid to our non-employee directors during fiscal 2023. Bipul Sinha, our Chief Executive Officer and Chairman of our board of directors, and Arvind Nithrakashyap, our Chief Technology Officer, do not receive any additional compensation for their service on our board of directors. See the section titled “Executive Compensation” for additional information regarding the compensation earned by Messrs. Sinha and Nithrakashyap.

Name	Stock Awards ($)(1)(2)		Total ($)
Asheem Chandna		—		—
R. Scott Herren		—		—
Mark D. McLaughlin(3)		1,088,500		1,088,500
Ravi Mhatre		—		—
Enrique Salem		—		—
John W. Thompson(4)		1,632,750		1,632,750
Yvonne Wassenaar		—		—

⁽¹⁾  Amounts reported represent the aggregate grant date fair value of stock awards granted to our non-employee directors during the fiscal 2023 under our 2014 Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock awards reported in these columns are set forth in the notes to our audited consolidated financial statements included elsewhere in this prospectus. These amounts will not reflect the actual economic value that may be realized by the non-employee directors.

139

⁽²⁾  As of January 31, 2023, the aggregate number of shares underlying outstanding stock awards and options under our 2014 Plan held by each of our non-employee directors was as follows:

Name	Number of Shares Underlying Stock Awards		Number of Shares Underlying Options
Asheem Chandna		—		—
R. Scott Herren		75,000		—
Mark D. McLaughlin		50,000		—
Ravi Mhatre		—		—
Enrique Salem		—		—
John W. Thompson		150,000		165,946
Yvonne Wassenaar		50,000		—

⁽³⁾  Mr. McLaughlin joined our board of directors in November 2022. Pursuant to a letter agreement that we entered into with Mr. McLaughlin in connection with his service on our board of directors, in November 2022, we granted Mr. McLaughlin an RSU award in respect of 50,000 shares of our Class B common stock. The RSU award vests upon satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied in three substantially equal annual installments through December 15, 2025, subject to Mr. McLaughlin’s continued service with us as of each such date. The performance-based condition will be satisfied upon the first to occur of (i) immediately prior to a sale event, or (ii) an initial public offering (each as defined in our 2014 Plan) within seven years from the grant date. Notwithstanding the foregoing, if we are subject to a sale event while Mr. McLaughlin is providing continued service to us, we will accelerate the vesting of any then-outstanding RSUs and any other then-outstanding subsequent equity compensation awards granted to Mr. McLaughlin under our 2014 Plan or a successor plan thereto immediately prior to such sale event.

⁽⁴⁾  In November 2022, we entered into an amended and restated letter agreement with Mr. Thompson in recognition of his ongoing service as a member of our board of directors and in connection with his service as the Lead Independent Director of our board of directors. Pursuant to this amended and restated letter agreement, in November 2022, we granted Mr. Thompson (1) an RSU award in respect of 50,000 shares of our Class B common stock (the grant date fair value of which, as computed in accordance with ASC Topic 718, was $1,088,500), or the Board RSUs, and (2) an RSU award in respect of 25,000 shares of our Class B common stock (the grant date fair value of which, as computed in accordance with ASC Topic 718, was $544,250), or the Lead Independent RSUs, and together with the Board RSUs, the Thompson RSUs. The Thompson RSUs vest upon satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied in three substantially equal annual installments through December 15, 2025, subject to Mr. Thompson’s continued service with us as of each such date and, in the case of the Lead Independent RSUs, Mr. Thompson’s continued service as the Lead Independent Director of our board of directors as of each such date. The performance-based condition will be satisfied upon the first to occur of (i) immediately prior to a sale event, or (ii) an initial public offering (each as defined in our 2014 Plan) within seven years from the grant date. Notwithstanding the foregoing, if we are subject to a sale event while Mr. Thompson is providing continued service to us and, in the case of the Lead Independent RSUs, while Mr. Thompson is serving as the Lead Independent Director of our board of directors, we will accelerate the vesting of any then-outstanding RSUs and any other then outstanding subsequent equity compensation awards granted to Mr. Thompson under our 2014 Plan or a successor plan thereto immediately prior to such sale event.

Non-Employee Director Compensation Policy

Prior to the closing of this offering, we have not had an established plan or policy with regard to compensation of our non-employee directors. In connection with this offering, we intend to adopt a non-employee director compensation policy pursuant to which our non-employee directors will be eligible to receive compensation for service on our board of directors and the committees thereof.

140

EXECUTIVE COMPENSATION

Our named executive officers for fiscal 2023, consisting of our principal executive officer and the next two most highly compensated executive officers, were:

• Bipul Sinha, our Chief Executive Officer;

• Arvind Nithrakashyap, our Chief Technology Officer; and

• Brian McCarthy, our Chief Revenue Officer.

Summary Compensation Table

The following table presents all of the compensation awarded to, earned by, or paid to our named executive officers during fiscal 2023.

Name	Fiscal Year Ended January 31,		Salary ($)		Stock Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			All Other Compensation ($)			Total ($)
Bipul Sinha Chief Executive Officer		2023		375,000		—			190,313	(5)		84,328	(7)		649,641
Arvind Nithrakashyap Chief Technology Officer		2023		350,000		7,377,500	(3)		177,625	(5)		—			7,905,125
Brian McCarthy Chief Revenue Officer		2023		550,000		2,023,000	(4)		796,986	(6)		14,065	(8)		3,384,051

⁽¹⁾  Amounts reported represent the aggregate grant date fair value of stock awards granted to our executive officers during fiscal 2023, under our 2014 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock awards reported in these columns are set forth in the notes to our audited consolidated financial statements included elsewhere in this prospectus. These amounts will not reflect the actual economic value that may be realized by the named executive officers.

⁽²⁾ Amounts reported in this column represent total cash bonuses earned by the named executive officers based on achievement of corporate performance goals as determined by our compensation committee (and, with respect to Mr. Sinha, by our board of directors) for the year ended January 31, 2023.

⁽³⁾  Mr. Nithrakashyap was granted a performance RSU, or PSU, award that is subject to service-based and market-based conditions. The amount disclosed represents the aggregate grant date fair value of such PSU award, computed in accordance with ASC Topic 718, using a Monte-Carlo simulation. See the section titled “—Equity-Based Incentive Awards” below for additional information.

⁽⁴⁾  Mr. McCarthy was granted an RSU award that is subject to service-based and performance-based conditions. The amount disclosed represents the aggregate grant date fair value of such RSU award, computed in accordance with ASC Topic 718, assuming achievement of the performance-based condition. See the section titled “—Equity-Based Incentive Awards” below for additional information.

⁽⁵⁾ Amounts reported in this column represent total cash bonuses earned during fiscal 2023 for Messrs. Sinha and Nithrakashyap based on achievement of corporate performance goals as determined by our compensation committee (and, with respect to Mr. Sinha, by our board of directors).

⁽⁶⁾ Amounts reported for Mr. McCarthy represent commission-based payments earned in fiscal 2023. See the section titled “—Annual Performance-Based Bonus Opportunity” below for additional information.

⁽⁷⁾  Reflects $70,000 in board contributions to a not-for-profit entity on which Mr. Sinha serves on the board of directors paid by us on behalf of Mr. Sinha and $14,328 in legal fees paid by us on behalf of Mr. Sinha for the review of his grant agreement.

⁽⁸⁾  Reflects $13,105 in travel expenses to our President’s Club trip for Mr. McCarthy’s wife paid by us on behalf of Mr. McCarthy and $960 in cell phone allowance paid by us on behalf of Mr. McCarthy.

141

Annual Performance-Based Bonus Opportunity

In addition to base salaries, our named executive officers are eligible to receive performance-based cash bonuses (including commission-based payments, with respect to Mr. McCarthy), which are designed to provide appropriate incentives to our executives to achieve defined performance goals and to reward our executives for individual achievement towards these goals (or sales goals, with respect to Mr. McCarthy). The performance-based bonus each executive officer is eligible to receive is generally based on the extent to which we achieve the corporate goals that our board of directors or compensation committee establishes.

For fiscal 2023, Messrs. Sinha, Nithrakashyap, and McCarthy were each eligible to receive a bonus at an annual target of 50%, 50%, and 100%, respectively, of their base salaries. Our corporate performance objectives for fiscal 2023 related to achievement of certain financial metrics and with respect to Mr. McCarthy, sales targets under our sales compensation plan. For fiscal 2023, the achievement of corporate performance objectives resulted in bonus payouts of 101.5% for each of Messrs. Sinha’s and Nithrakashyap’s target bonuses, and the achievement of certain sales goals resulted in a bonus payout of approximately 145% for Mr. McCarthy’s target bonus.

Equity-Based Incentive Awards

Our equity award program is the primary vehicle for offering long-term incentives to our executives. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the interests of our executives and our stockholders. We believe that our equity awards are an important retention tool for our executives as well as for our other employees.

Historically, we have granted RSU awards subject to service-based, performance-based, and/or market-based conditions. Grants to our executives and other employees are made at the discretion of our compensation committee (or our board of directors, with respect to Mr. Sinha) and are not made at any specific time period during a year. Prior to this offering, all of the equity awards we granted were made pursuant to our 2014 Plan, the terms of which are described below under “—Employee Benefit and Stock Plans.” The terms of equity awards granted to our named executive officers in fiscal 2023 are described below under “—Outstanding Equity Awards at Fiscal Year End.”

Mr. Sinha

On June 3, 2022, after carefully considering market data and recommendations from our independent compensation consultant, our board of directors approved the grant of a stock option under our 2014 Plan to Mr. Sinha to purchase up to 8,000,000 shares of Class B common stock, contingent and effective upon a listing event, which includes this offering. This award was approved in recognition of Mr. Sinha’s instrumental role in achieving our strategic and business goals to date and, more importantly, the significant potential impact of his role on an ongoing basis. This award is designed to provide both multi-year retention incentives for Mr. Sinha and to align achievement of business and operating objectives with long-term stockholder value creation. Our board of directors believes that achievement of the Target Stock Values described below would result in significant value for our stockholders over the performance period.

142

Mr. Sinha’s option is divided into 10 tranches that may be earned as specified in the table below, subject to both (1) a service-based condition and (2) our achievement of Target Stock Value prior to the applicable Option Valuation Expiration Date. “Target Stock Value” with respect to Mr. Sinha’s award is based on the percentage of the price per share at which shares of our Class A common stock are first sold to the public in connection with this offering, or the IPO Price, except as described below in the event of a “sale event.”

Tranche	Number of Shares That May Be Earned		Target Stock Value (% of IPO Price)*			Option Valuation Expiration Date
1		666,667		134	%	Fifth anniversary of the listing event Seventh anniversary of the listing event
2		666,667		168	%
3		666,667		202	%
4		666,667		236	%
5		666,667		270	%
6		666,667		303	%
7		666,667		337	%
8		666,667		371	%
9		1,333,332		506	%
10		1,333,332		759	%

* Stock price measurement will not commence until expiration of any applicable lock-up period.

For purposes of the option, the Target Stock Value will be achieved, following a listing event, on the date when the volume weighted average price per share of our Class A common stock during a period of 90 consecutive trading days equals or exceeds the applicable Target Stock Value. The exercise price per share of the option will be the IPO Price. Each tranche of the option will vest on the first date following satisfaction of both the service-based condition and the Target Stock Value subject to Mr. Sinha’s continued service with us as our full-time Chief Executive Officer or co-Chief Executive Officer through such date. The shares underlying each tranche will satisfy the service-based condition in 20 equal quarterly installments (rounding down to the nearest whole share, except for the last vesting installment), beginning on January 27, 2022. Each unvested tranche of the option will expire and be forfeited if the Target Stock Value is not achieved on or before the Option Valuation Expiration Date noted in the table above, and each vested tranche will expire and be forfeited on the tenth anniversary of the grant date.

If a Sale Event (as defined in our 2014 Plan) occurs following a listing event, the fair market value of a share will be calculated as of the consummation of such sale event with reference to the consideration payable to the holder of one share in connection with such sale event (with linear interpolation if the common stock value falls between two target stock values). If the Target Stock Value is met as of such sale event, the option will continue to vest subject to Mr. Sinha’s continued performance of services and be subject to any “double-trigger” acceleration provisions provided in any written employment agreement, offer letter or other agreement or arrangement between us and Mr. Sinha, unless otherwise provided. If the stock valuation condition is met as of such sale event and this option is not assumed or continued or substituted for by the successor entity, the option will be deemed to have met the service-based condition effective as of immediately prior to the sale event. To the extent any portion of the option does not meet the Target Stock Value as of the sale event (and is not otherwise vested and exercisable), such portion will terminate in its entirety, unless otherwise provided.

If Mr. Sinha’s continued service with us as our full-time Chief Executive Officer or co-Chief Executive Officer is terminated by us without cause, as a result of Mr. Sinha’s resignation for good reason, or due to Mr. Sinha’s death or disability after achieving the applicable Target Stock Value, such portion of the option will be deemed to have met the service-based condition and be fully vested and exercisable as of the date of termination.

143

Shares acquired upon exercise of the option must be held by Mr. Sinha for at least 12 months while he continues to have a service relationship (as defined in our 2014 Plan) with us, unless otherwise provided.

The actual grant date fair value associated with the option will be determined upon the closing of this offering.

Mr. Nithrakashyap

On August 6, 2022, after carefully considering market data and recommendations from our independent compensation consultant, our compensation committee granted a PSU award under the 2014 Plan to Mr. Nithrakashyap covering up to 650,000 shares of Class B common stock. Our compensation committee believes that achievement of the Target Stock Value described below would result in significant value for our stockholders, while also providing a retention incentive for Mr. Nithrakashyap.

Mr. Nithrakashyap’s award may be earned subject to both (1) a service-based condition and (2) our achievement of Target Stock Value prior to the earlier of the fifth anniversary of the listing event and the seventh anniversary of the grant date, or the PSU Valuation Expiration Date. “Target Stock Value” with respect to Mr. Nithrakashyap’s award means a per-share dollar value equal to $60.00, subject to any adjustment as provided in our 2014 Plan.

The award will vest on the first date following satisfaction of both the service-based condition and the Target Stock Value subject to Mr. Nithrakashyap’s continued service with us as a full-time employee through such date. The shares underlying the award will satisfy the service-based condition in 16 equal quarterly installments, measured from January 27, 2022. If the Target Stock Value is not achieved on or before the PSU Valuation Expiration Date, the award will be forfeited. For purposes of the award, the Target Stock Value will be achieved, following a listing event, on the date when the volume weighted average price per share of our Class A common stock during a period of 90 consecutive trading days equals or exceeds the Target Stock Value.

In the event of a Sale Event (as defined in the 2014 Plan), the fair market value of a share will be calculated as of the consummation of such sale event with reference to the consideration payable to the holder of one share in connection with such sale event. If the Target Stock Value is met as of such sale event, the award will continue to be eligible to vest and be subject to any “double-trigger” acceleration provisions provided in any written employment agreement, offer letter or other agreement or arrangement between us and Mr. Nithrakashyap, unless otherwise provided. If the stock valuation condition is met as of such sale event and this award is not assumed or continued or substituted for by the successor entity, the award will be deemed to have met the service-based condition effective as of immediately prior to the sale event. To the extent the award does not meet the Target Stock Value as of the sale event (and is not otherwise vested), the award will terminate in its entirety, unless otherwise provided.

If, after achieving the Target Stock Value, Mr. Nithrakashyap’s continued service with us as our full-time employee is terminated by us without cause, as a result of Mr. Nithrakashyap’s resignation for good reason, or due to Mr. Nithrakashyap’s death or disability, the award will be deemed to have met the service-based condition and be fully vested as of the date of termination.

Shares acquired upon settlement of the award must be held by Mr. Nithrakashyap for at least 12 months while he continues to have a service relationship (as defined in the 2014 Plan) with the Company, unless otherwise provided.

144

Mr. McCarthy

In April 2022, our compensation committee granted an RSU award in respect of 100,000 shares of our Class B common stock to Mr. McCarthy. The RSU award vests upon satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied in equal quarterly installments beginning March 15, 2022 through March 15, 2026, subject to continued service with us as of each such date. The performance-based condition will be satisfied upon the first to occur of (i) immediately prior to a sale event or (ii) an initial public offering (each as defined in our 2014 Plan), occurring within seven years from the grant date.

Agreements with Our Named Executive Officers

We have entered into confirmatory offer letters with each of our named executive officers, which provide for an annual base salary, target annual bonus opportunity, severance benefits pursuant to our Severance Plan (described below under “—Potential Payments upon Termination or Change in Control”) and standard employee benefits generally available to our employees. We have entered into an Employee Confidential Information and Inventions Assignment Agreement with each of our named executive officers. Each of our named executive officers is employed at-will.

Potential Payments upon Termination or Change in Control

Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation.

Each of our named executive officers is eligible to receive benefits under the terms of our Severance and Change in Control Plan, or the Severance Plan, which was approved on March 2, 2023. The Severance Plan provides for severance benefits to the named executive officers upon a “change in control termination” (as described below). Upon a change in control termination, each of our named executive officers is entitled to a lump sum payment equal to a portion of his base salary (18 months for Mr. Sinha and 12 months for each of Messrs. Nithrakashyap and McCarthy), a lump sum payment equal to 150% (for Mr. Sinha) or 100% (for each of Messrs. Nithrakashyap and McCarthy) of his annual target cash bonus, payment of COBRA premiums for up to 12 months and accelerated vesting of outstanding time-vesting equity awards. To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and the executive’s employment is not terminated as of immediately prior to such change in control, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, performance will be deemed to be achieved at target, unless otherwise provided in individual award documents). All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against us.

For purposes of the Severance Plan, a “change in control termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason” (each as defined in the Severance Plan), in any case that occurs during the period of time beginning three months prior to, and ending 12 months following, a “change in control”, as defined in the 2023 Plan, or the “change in control period.”

Each of our named executive officers’ equity awards is further subject to the terms of our 2014 Plan and the applicable award agreement thereunder. A description of the termination and change in control provisions in our 2014 Plan and awards granted thereunder is provided below under “—Employee Benefit and Stock Plans,” and a description of the vesting provisions of each equity

145

award held by our named executive officers which is outstanding and unvested as of January 31, 2023 is provided below under “—Outstanding Equity Awards at Fiscal Year End.” A description of the option to be granted to Mr. Sinha in connection with and contingent upon this offering is provided above under “—Equity-Based Incentive Awards.”

Outstanding Equity Awards at Fiscal Year End

The following table presents the outstanding equity awards held by each named executive officer as of January 31, 2023.

					Stock Awards
Name and Principal Position	Grant Date(1)		Vesting Commencement Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
Bipul Sinha		05/02/2018		N/A		1,158,082	(3)	$	25,304,092
Arvind Nithrakashyap		08/06/2022		01/27/2022		650,000	(4)	$	14,202,500
Brian McCarthy		03/30/2021		03/15/2021		900,000	(5)	$	19,665,000
		03/30/2021		N/A		150,000	(6)	$	3,277,500
		04/13/2022		03/15/2022		100,000	(7)	$	2,185,000

⁽¹⁾  All equity awards listed in this table were granted pursuant to our 2014 Plan, the terms of which are described below under “—Equity Plans—2014 Stock Plan.” The equity awards are subject to acceleration upon certain events as described in the section titled “—Potential Payments and Benefits upon Termination or Change of Control.”

⁽²⁾  Amounts reported represent the fair value of our common stock of $21.85 per share as of January 31, 2023 as determined by our compensation committee in good faith, pursuant to authority from our board of directors.

⁽³⁾  The PSUs granted to Mr. Sinha will vest if a stock price hurdle of $30 per share is achieved by May 2, 2025, subject to Mr. Sinha’s continued service to us through the achievement date. The stock price hurdle is based on the average closing stock price of our Class A common stock over 45 consecutive trading days following the date that occurs no fewer than 180 days after an initial public offering (as defined in our 2014 Plan). In addition, if (x) a sale event (as defined in our 2014 Plan) occurs prior to the initial public offering, (y) Mr. Sinha provides continued service to us through the date of such sale event, and (z) the consideration paid per share in connection with such sale event equals or exceeds $30 per share, then 100% of the PSUs will immediately vest upon consummation of such sale event.

⁽⁴⁾  The PSUs granted to Mr. Nithrakashyap will vest on the first date upon which both a service-based condition and market-based condition are met, subject to Mr. Nithrakashyap’s continued service to us through such date. The service-based condition is satisfied in 16 equal quarterly installments, measured from January 27, 2022. The market-based condition will be met if a stock price hurdle of $60 per share is achieved prior to the earlier of the fifth anniversary of the listing event and August 6, 2029. The stock price hurdle is based on the volume weighted average closing stock price of our Class A common stock over 90 consecutive trading days. See the section titled “—Equity-Based Incentive Awards” above for additional information.

⁽⁵⁾  The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied as to 25% of the RSUs on the first anniversary of the vesting commencement date, and the remaining RSUs vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service to us through each applicable vesting date. The performance-based condition will be satisfied upon the first to occur of (i) immediately prior to a sale event or (ii) an initial public offering (each as defined in our 2014 Plan), occurring within seven years from the grant date.

⁽⁶⁾  The PSUs granted to Mr. McCarthy will vest if a stock price hurdle of $40 per share is achieved by March 30, 2028, subject to Mr. McCarthy’s continued service to us through the achievement date. The stock price hurdle is based on the average closing stock price of our Class A common stock over 45 consecutive trading days following expiration of the lock-up period relating to this offering.

⁽⁷⁾  The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied in 16 equal quarterly installments, measured from March 15, 2022, subject to the named executive officer’s continued service to us through each applicable vesting date. The performance-based condition will be satisfied upon the first to occur of (i) immediately prior to a sale event or (ii) an initial public offering (each as defined in our 2014 Plan), occurring within seven years from the grant date.

146

Emerging Growth Company Status

We are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Other Compensation and Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans, in each case, on the same basis as all of our other employees. We pay the premiums for the life, disability, and accidental death and dismemberment insurance for all of our employees, including our named executive officers. Other than such broad-based benefits and our 401(k) plan as described below, we generally do not provide perquisites or personal benefits to our named executive officers.

Our named executive officers did not participate in, or earn any benefits under, any pension or nonqualified deferred compensation plan sponsored by us during fiscal 2023. Our board of directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Employee 401(k) Plan

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to make pre-tax and after-tax contributions of eligible compensation up to certain Code limits, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan. The 401(k) plan is intended to be qualified under Section 401(a) Internal Revenue Code of 1986, as amended, or the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and pre-tax contributions and earnings on pre-tax and after-tax contributions are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

147

Employee Benefit and Stock Plans

2023 Equity Incentive Plan

Our board of directors intends to adopt, and we will seek stockholder approval of, the 2023 Plan. Our 2023 Plan is a successor to and continuation of our 2014 Plan and will become effective at the time of execution of the underwriting agreement related to this offering. Our 2023 Plan will come into existence upon its adoption by our board of directors and no grants will be made under our 2023 Plan prior to its effectiveness. Once our 2023 Plan becomes effective, no further grants will be made under our 2014 Plan.

Types of Awards. Our 2023 Plan provides for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to our employees and our parent and subsidiary corporations’ employees, if applicable, and for the grant of nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, RSU awards, performance-based awards and other awards, or collectively, awards. ISOs may be granted only to our employees, including our officers, and the employees of our affiliates. All other awards may be granted to our employees, including our officers, our non-employee directors and consultants and the employees and consultants of our affiliates.

Authorized Shares. The maximum number of shares of Class A common stock that may be issued under our 2023 Plan is                     shares, which is the sum of: (1)                new shares, plus (2) an additional number of shares not to exceed                , consisting of (A) shares that remain available for the issuance of awards under our 2014 Plan as of immediately prior to the time our 2023 Plan becomes effective and (B) shares of our common stock subject to outstanding awards granted under our 2014 Plan that, on or after the effective date of our 2023 Plan, terminate or expire prior to exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. The number of shares of Class A common stock reserved for issuance under our 2023 Plan will automatically increase on February 1 of each fiscal year, beginning on February 1, 2024, and continuing through and including February 1, 2033, by                 percent (         %) of the aggregate number of shares of common stock of all classes issued and outstanding on January 31 of the preceding fiscal year, or a lesser number of shares determined by our board of directors prior to the applicable February 1. The maximum number of shares of Class A common stock that may be issued upon the exercise of ISOs under our 2023 Plan is                 shares.

Shares issued under our 2023 Plan will be authorized but unissued or reacquired shares of Class A common stock. Shares subject to awards granted under our 2023 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under our 2023 Plan. Additionally, shares issued pursuant to awards under our 2023 Plan that we repurchase or that are forfeited, as well as shares used to pay the exercise price of an award or to satisfy the tax withholding obligations to an award, will become available for future grant under our 2023 Plan.

The maximum number of shares of Class A common stock subject to stock awards granted under the 2023 Plan or otherwise during any fiscal year beginning in 2024 to any non-employee director, taken together with any cash fees paid by us to such non-employee director during such fiscal year for service on the board of directors, will not exceed $             in total value (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes), or, with respect to the fiscal year in which a non-employee director is first appointed or elected to our board of directors, $            .

Plan Administration. Our board of directors, or a duly authorized committee of our board of directors, will administer our 2023 Plan and is referred to as the “administrator.” The administrator may

148

also delegate to one or more persons or bodies the authority to do one or more of the following: (1) designate recipients (other than officers) to receive specified awards provided that no person or body may be delegated authority to grant an award to themselves; (2) determine the number of shares subject to such awards; and (3) determine the terms of such awards. The administrator has the authority to determine the terms of awards, including recipients, the exercise, purchase, or strike price of awards, if any, the number of shares subject to each award, the fair market value of a share of Class A common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise or settlement of the awards and the terms of the award agreements for use under our 2023 Plan.

In addition, subject to the terms of the 2023 Plan, the administrator also has the power to modify outstanding awards under our 2023 Plan, including the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash, or other consideration, or take any other action that is treated as a repricing under GAAP, with the consent of any materially adversely affected participant.

Stock Options. ISOs and NSOs are granted pursuant to stock option agreements adopted by the administrator. The administrator determines the exercise price for a stock option, within the terms and conditions of the 2023 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our Class A common stock on the date of grant. Options granted under the 2023 Plan vest at the rate specified in the stock option agreement as determined by the administrator.

The administrator determines the term of stock options granted under the 2023 Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship with us, or any of our affiliates, ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. The option term may be extended in the event that either an exercise of the option or an immediate sale of shares acquired upon exercise of the option following such a termination of service is prohibited by applicable securities laws or our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability or death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of Class A common stock issued upon the exercise of a stock option will be determined by the administrator and may include (1) cash, check, bank draft, or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of Class A common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO, and (5) other legal consideration approved by the administrator.

Options may not be transferred to third-party financial institutions for value. Unless the administrator provides otherwise, options generally are not transferable except by will, the laws of descent, and distribution or pursuant to a domestic relations order. An optionholder may designate a beneficiary who may exercise the option following the optionholder’s death.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of Class A common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will be treated as NSOs. No ISOs may be granted to any person who, at

149

the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations, unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Awards. Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the administrator. The administrator determines the consideration, if any, payable for restricted stock awards, which may include, but is not limited to, cash, check, bank draft, or money order. Class A common stock acquired under a restricted stock award may, but need not, be subject to a share repurchase option in our favor in accordance with a vesting schedule to be determined by the administrator. A restricted stock award may be transferred only upon such terms and conditions as set by the administrator. Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested may be forfeited or repurchased by us upon the participant’s cessation of continuous service for any reason.

Restricted Stock Unit Awards. RSU awards are granted pursuant to RSU award agreements adopted by the administrator. The administrator determines the consideration, if any, payable for RSU awards, which may include, but is not limited to, cash, check, bank draft, or money order. A RSU award may be settled by cash, delivery of stock, or a combination of cash and stock as deemed appropriate by the administrator or in any other form of consideration set forth in the RSU award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a RSU award. Except as otherwise provided in the applicable award agreement, RSUs that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

Stock Appreciation Rights. Stock appreciation rights are granted pursuant to stock appreciation right grant agreements adopted by the administrator. The administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of Class A common stock on the date of grant. Upon the exercise of a stock appreciation right, we will pay the participant an amount equal to the product of (1) the excess of the per share fair market value of Class A common stock on the date of exercise over the strike price, multiplied by (2) the number of shares of Class A common stock with respect to which the stock appreciation right is exercised. A stock appreciation right granted under the 2023 Plan vests at the rate specified in the stock appreciation right agreement as determined by the administrator.

The administrator determines the term of stock appreciation rights granted under the 2023 Plan, up to a maximum of 10 years. Unless the terms of a participant’s stock appreciation right agreement provide otherwise, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. The stock appreciation right term may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards. Our 2023 Plan permits the grant of performance-based stock and cash awards. The administrator can structure such awards so that the stock or cash will be issued or paid pursuant to such award only following the achievement of certain pre-established performance goals

150

during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, our Class A common stock.

The performance criteria that will be used to establish such performance goals may be based on any one of, or combination of, the following as determined by the administrator: earnings (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; relative stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales, annual recurring revenue or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act; investor relations, analysts, and communication; implementation or completion of projects or processes; employee retention; number of users, including unique users; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution and sale of our products; supply chain achievements; co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and any other measure of performance selected by the administrator.

The administrator may establish performance goals on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise in the award agreement at the time the award is granted or in such other document setting forth the performance goals at the time the goals are established, the administrator will appropriately make adjustments in the method of calculating the attainment of the performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to GAAP; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under GAAP; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of Class A or Class B common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination, or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock-based compensation and the award of bonuses under our bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under GAAP; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under GAAP.

Other Awards. The administrator may grant other awards based in whole or in part by reference to Class A common stock. The administrator will set the number of shares under the award and all other terms and conditions of such awards.

151

Changes to Capital Structure. In the event there is a change in our capital structure, such as a stock split, reverse stock split or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the 2023 Plan, (2) the class and maximum number of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued upon the exercise of ISOs, and (4) the class, number of shares, and exercise price, strike price, or purchase price, if applicable, of all outstanding awards.

Corporate Transactions. In the event of a corporate transaction, any stock awards outstanding under the 2023 Plan may be assumed, continued, or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

In addition, the administrator may also provide, in its sole discretion, that the holder of a stock award that will terminate upon the occurrence of a corporate transaction if not previously exercised will receive a payment, if any, equal to the excess of the value of the property the participant would have received upon exercise of the stock award over the exercise price otherwise payable in connection with the stock award.

Under the 2023 Plan, a corporate transaction is generally the consummation of (1) a sale or other disposition of all or substantially all of our assets, (2) a sale or other disposition of at least 50% of our outstanding securities, (3) a merger, consolidation or similar transaction following which we are not the surviving corporation, or (4) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of common stock of all classes issued and outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of the transaction.

A stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in an applicable award agreement or other written agreement, but in the absence of such provision, no such acceleration will occur.

Transferability. A participant may not transfer awards under our 2023 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2023 Plan.

Plan Amendment or Termination. Our board of directors has the authority to amend, suspend or terminate our 2023 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date our board of directors adopted our 2023 Plan. No awards may be granted under our 2023 Plan while it is suspended or after it is terminated.

152

2023 Employee Stock Purchase Plan

Our board of directors intends to adopt, and we will seek stockholder approval of, the 2023 ESPP, which will become effective at the time of execution of the underwriting agreement related to this offering. The purpose of our 2023 ESPP will be to secure the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. Our 2023 ESPP will include two components. One component will be designed to allow eligible U.S. employees to purchase our Class A common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code. The other component will permit the grant of purchase rights that do not qualify for such favorable tax treatment in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the United States, while complying with applicable foreign laws.

Authorized Shares. The maximum aggregate number of shares of Class A common stock that may be issued under our 2023 ESPP is                     shares. The number of shares of Class A common stock reserved for issuance under our 2023 ESPP will automatically increase on February 1 of each fiscal year, beginning on February 1, 2024 and continuing through and including February 1, 2033, by the lesser of (1)                     percent (         %) of the aggregate number of shares of common stock of all classes issued and outstanding on January 31 of the preceding fiscal year, (2)                     shares, or (3) a lesser number of shares determined by our board of directors. Shares subject to purchase rights granted under our 2023 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under our 2023 ESPP.

Plan Administration. Our board of directors, or a duly authorized committee of our board of directors, will administer our 2023 ESPP and is referred to as the “administrator.” The 2023 ESPP is implemented through a series of offerings with specific terms approved by the administrator and under which eligible employees are granted purchase rights to purchase shares of Class A common stock on specified dates during such offerings. Under the 2023 ESPP, we may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of Class A common stock will be purchased for our eligible employees participating in the offering. An offering under the 2023 ESPP may be terminated under certain circumstances.

Payroll Deductions. Generally, employees, including executive officers, employed by us or by any of our designated affiliates, may participate in the 2023 ESPP and may contribute, normally through payroll deductions, up to a maximum dollar amount as designated by the administrator. Unless otherwise determined by the administrator, Class A common stock will be purchased for the accounts of employees participating in the 2023 ESPP at a price per share equal to the lower of (a) 85% of the fair market value of a share of Class A common stock on the first date of an offering or (b) 85% of the fair market value of a share of Class A common stock on the date of purchase. For the initial offering, which we expect will commence upon the execution and delivery of the underwriting agreement relating to this offering, the fair market value on the first day of the initial offering will be the price at which shares are first sold to the public.

Limitations. Our employees, including executive officers, or any of our designated affiliates may have to satisfy one or more of the following service requirements before participating in our 2023 ESPP, as determined by the administrator: (1) customary employment with us or one of our affiliates for more than 20 hours per week and more than five months per calendar year, or (2) continuous employment with us or one of our affiliates for a minimum period of time, not to exceed two years, prior to the first date of an offering. An employee may not be granted rights to purchase stock under our 2023 ESPP if such employee (1) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of common stock, or (2) holds rights to purchase stock under our 2023 ESPP that would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding.

153

Changes to Capital Structure. In the event that there occurs a change in our capital structure through such actions as a stock split, merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or similar transaction, the board of directors will make appropriate adjustments to (1) the number of shares reserved under the 2023 ESPP, (2) the maximum number of shares by which the share reserve may increase automatically each year, (3) the number of shares and purchase price of all outstanding purchase rights, and (4) the number of shares that are subject to purchase limits under ongoing offerings.

Corporate Transactions. In the event of certain corporate transactions, any then-outstanding rights to purchase our Class A common stock under the 2023 ESPP may be assumed, continued, or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue, or substitute for such purchase rights, then the participants’ accumulated payroll contributions will be used to purchase shares of our Class A common stock within 10 business days (or such other period specified by the administrator) prior to such corporate transaction, and such purchase rights will terminate immediately.

Under the 2023 ESPP, a corporate transaction is generally the consummation of: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) a merger or consolidation where we do not survive the transaction, and (4) a merger or consolidation where we do survive the transaction but the shares of our Class A common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction.

2023 ESPP Amendment or Termination. The administrator has the authority to amend or terminate our 2023 ESPP, provided that except in certain circumstances such amendment or termination may not materially impair any outstanding purchase rights without the holder’s consent. We will obtain stockholder approval of any amendment to our ESPP as required by applicable law or listing requirements.

Amended and Restated 2014 Stock Option and Grant Plan

Our board of directors adopted, and our stockholders approved, our 2014 Plan in January 2014. Our 2014 Plan was most recently amended in March 2022. No further stock awards will be granted under our 2014 Plan on or after the effectiveness of our 2023 Plan; however, awards outstanding under our 2014 Plan will continue to be governed by their existing terms.

Types of Awards. Our 2014 Plan allows us to grant ISOs, NSOs, restricted stock awards, unrestricted stock awards, RSU awards, or any combination thereof to eligible employees, directors, officers, consultants, and key persons of ours and any subsidiary of ours.

Authorized Shares. As of July 31, 2023, options to purchase 3,407,586 shares of our Class B common stock and 47,650,129 RSUs (including performance-based and market-based vesting RSUs) remained outstanding under our 2014 Plan and 8,784,197 shares of Class B common stock remained available for future issuance under our 2014 Plan. In the event that an outstanding option, RSU award, or other award for any reason expires or is canceled, the shares allocable to such award will be added to the number of shares then available for issuance under our 2023 Plan once approved by our stockholders. Further, we expect that any shares remaining available for issuance under our 2014 Plan at the time our 2023 Plan becomes effective will become available for issuance under our 2023 Plan.

Plan Administration. Our board of directors, or a committee appointed by our board of directors, acts as the administrator of our 2014 Plan. Our 2014 Plan provides that the board may delegate its

154

authority to a committee consisting of two or more members of our board of directors. Subject to the terms and conditions of our 2014 Plan, the administrator has the authority to take any actions it deems advisable for the administration of our 2014 Plan. All decisions and interpretations of the administrator will be binding on all participants in our 2014 Plan.

Options. Stock options have been granted under our 2014 Plan. The per share exercise price of each option is determined by the administrator but may not be less than 100% of the fair market value of our Class B common stock on the date of grant, or 110% of the fair market value of our Class B common stock on the date of grant in the case of a grant of an ISO to an employee who owns or is deemed to own more than 10% of the combined voting power of all classes of our stock (or any parent or subsidiaries). The term of each option is fixed by the administrator but may not exceed 10 years from the date of grant. The administrator determines at what time or times each option may vest and/or become exercisable. After the termination of an optionee’s service relationship, the optionee may exercise his or her option, to the extent vested, for the period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of the service relationship. However, in no event may an option be exercised later than the expiration of its term.

Restricted Stock Unit Awards. RSU awards have been granted under our 2014 Plan. The administrator may award RSUs to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified vesting period.

Changes to Capital Structure. In the event of a dividend, reorganization, reclassification, stock split, reverse stock split, or other similar change in our capital structure, the administrator will make appropriate adjustments to (1) the maximum number of shares reserved for future issuance under our 2014 Plan, (2) the number and kind of shares or other securities subject to each outstanding award, (3) the repurchase price, if any, for each share subject to an outstanding award, and (4) the exercise price of each outstanding stock option.

Sale Event. In the event of a sale event, the administrator has the discretion to arrange for the assumption or continuation of an award by the surviving or acquiring entity or for the substitution of the shares subject to the award for new awards or other awards with an equitable or proportionate adjustment as to the number and kind of shares and if appropriate, the per share exercise price, as we and the successor entity agree. In the event that a successor entity does not assume, continue, or substitute awards, the awards will terminate upon, or be forfeited immediately prior to, the effective time of the sale event. In addition to or in lieu of the foregoing, with respect to outstanding options that are exercisable or will become exercisable as a result of the sale event, the administrator may provide that the option must be exercised within a time period provided by the administrator otherwise such option will either terminate outright at the time of the sale event or terminate in exchange for a cash payment equal to the excess of the value of the consideration payable per share of our Class B common stock pursuant to the sale event times the number of shares subject to the stock options being canceled over the aggregate exercise price of such vested options. If not assumed, continued, or substituted, outstanding options that are not exercisable and will not become exercisable as a result of the sale event, and restricted shares and restricted stock units that will not become vested as a result of the sale event, will terminate or be forfeited upon the effective time of the sale event (in the event of forfeiture of restricted shares in connection with the sale event, we will repurchase such shares from the holder at a price equal to the original per share purchase price paid by the holder). If not assumed, continued, or substituted, the administrator may make or provide for a cash payment to holders of restricted shares and restricted stock unit awards that will become vested as a result of the sale event in exchange for the cancellation of such awards in an amount equal to the value of the consideration

155

payable per share of our Class B common stock pursuant to the sale event times the number of shares subject to the awards that will vest.

Under our 2014 Plan, a sale event is generally (1) our dissolution or liquidation, (2) the sale of all or substantially all of our assets, (3) the consummation of a merger, reorganization, or consolidation pursuant to which the outstanding voting securities held by our stockholders immediately prior to the transaction represent less than a majority of the combined voting power of the outstanding voting securities of the surviving or acquiring entity after the transaction, (4) the acquisition of all or a majority of our outstanding voting stock by a person or group of persons, or (5) any other acquisition of our business, as determined by the administrator.

Transferability of Awards. Awards granted under our 2014 Plan generally may not be transferred or assigned in any manner other than by will or the laws of descent and distribution, unless otherwise permitted by the administrator.

Amendment; Termination. Our board of directors may terminate or amend our 2014 Plan at any time, provided that such action does not impair a participant’s rights under outstanding awards without such participant’s written consent. As noted above, in connection with this offering, our 2014 Plan will be terminated and no further awards will be granted thereunder. All outstanding awards will continue to be governed by their existing terms.

Limitations of Liability and Indemnification Matters

Immediately prior to the closing of this offering, our amended and restated certificate of incorporation will contain provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law allows a corporation to provide that its directors will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

• any breach of the director’s duty of loyalty to the corporation or its stockholders;

• 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; or

• any transaction from which the director derived an improper personal benefit.

Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering will authorize us to indemnify our directors, officers, employees, and other agents to the fullest extent permitted by Delaware law. Our amended and restated bylaws that will be in effect immediately prior to the closing of this offering will provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our amended and restated bylaws that will be in effect immediately prior to the closing of this offering will also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered into, or will enter into in connection with this offering, agreements to indemnify our directors and

156

executive officers. With certain exceptions, these agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in connection with any action, proceeding, or investigation. We believe that our amended and restated certificate of incorporation and these amended and restated bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

157

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this prospectus, below we describe transactions since February 1, 2020 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amounts involved exceeded or will exceed $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.

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable in arm’s length transactions.

Series E Preferred Stock Financing

From October 2020 through July 2021, we sold an aggregate of 6,219,590 shares of our Series E redeemable convertible preferred stock at a purchase price of $23.5538 per share, for an aggregate purchase price of $146.5 million. The following table summarizes purchases of our convertible Series E redeemable convertible preferred stock by related persons:

Stockholder	Shares of Series E Preferred Stock		Total Series E Preferred Stock Purchase Price
Entities affiliated with Lightspeed Venture Partners(1)		3,778,583	$	88,999,988.27
Entities affiliated with Greylock Partners(2)		212,280	$	5,000,000.66

⁽¹⁾ Entities affiliated with Lightspeed Venture Partners, or Lightspeed, holding our securities whose shares are aggregated for purposes of reporting share ownership information are Lightspeed SPV I-B, LLC, Lightspeed SPV I-C, LLC, Lightspeed Venture Partners IX, L.P., and Lightspeed Venture Partners Select II, L.P. These entities beneficially own more than 5% of our outstanding capital stock, and Ravi Mhatre, a member of our board of directors, is a Partner at Lightspeed.

⁽²⁾ Entities affiliated with Greylock Partners, or Greylock, holding our securities whose shares are aggregated for purposes of reporting share ownership information are Greylock XIV Limited Partnership, Greylock XIV Principals LLC, and Greylock XIV-A Limited Partnership. These entities beneficially own more than 5% of our outstanding capital stock, and Asheem Chandna, a member of our board of directors, is a Partner at Greylock.

Secondary Transactions

In January 2021, Arvind Jain, a holder of more than 5% of our outstanding capital stock, entered into stock transfer agreements with new and existing investors in our company, pursuant to which he sold and transferred 40,000 and 625,000 shares of common stock at a price of $25.26 and $24.00 per share, respectively, for proceeds of approximately $1.0 million and $15.0 million, respectively. In May 2021 and June 2021, Mr. Jain entered into stock transfer agreements with new and existing investors in our company pursuant to which he sold and transferred 29,500 and 40,000 shares of common stock at a price of $34.00 and $39.50 per share, respectively, for proceeds of approximately $1.0 million and $1.6 million, respectively. We waived our right of first refusal and the requisite stockholders waived their right of first refusal and right of co-sale in connection with the stock transfers described above.

In January 2021, Bipul Sinha entered into stock transfer agreements with new and existing investors in our company pursuant to which he sold and transferred 416,667 shares of common stock at a price of $24.00 per share for aggregate proceeds of approximately $10.0 million. We waived our

158

right of first refusal and the requisite stockholders waived their right of first refusal and right of co-sale in connection with the stock transfer described above.

In February 2021, Arvind Nithrakashyap entered into a stock transfer agreement with a new investor in our company pursuant to which he sold and transferred 208,334 shares of common stock at a price of $24.00 per share for aggregate proceeds of approximately $5.0 million. We waived our right of first refusal and the requisite stockholders waived their right of first refusal and right of co-sale in connection with the stock transfer described above.

In April 2022, Kiran Choudary entered into a stock transfer agreement with an existing investor in our company pursuant to which he sold and transferred 41,550 shares of common stock at a price of $40.00 per share for aggregate proceeds of approximately $1.7 million. We allowed our right of first refusal to expire in connection with the stock transfer described above.

In August 2023, Kiran Choudary entered into a stock transfer agreement with an existing investor in our company pursuant to which he sold and transferred 40,000 shares of common stock at a price of $30.00 per share for aggregate proceeds of $1.2 million. We allowed our right of first refusal to expire in connection with the stock transfer described above.

Relationship with Confluera, Inc.

Mr. Sinha, our Chief Executive Officer and a member of our board of directors, was a co-founder and chairman of the board of directors of Confluera, Inc., or Confluera, a cloud cybersecurity and response company. Pursuant to a service vendor agreement with Confluera, we made payments to Confluera of $124,640 during fiscal 2022. Our agreement with Confluera was negotiated in the ordinary course of business.

Relationship with Glean Technologies, Inc.

In May 2023, we paid Glean Technologies, Inc., or Glean, $220,000 in connection with a purchase of Glean’s product. Arvind Jain, the founder and the Chief Executive Officer of Glean, is a holder of more than 5% of our outstanding capital stock and Mr. Mhatre, one of our directors, is a member of Glean’s board of directors and entities affiliated with Lightspeed hold more than 10% ownership interest in Glean. Our agreement with Glean was negotiated in the ordinary course of business.

Investor Rights Agreement

We are party to an amended and restated investor rights agreement, or IRA, with certain holders of our capital stock, including Mr. Sinha, our Chief Executive Officer; Mr. Nithrakashyap, our Chief Technology Officer; Mr. Jain, a holder of more than 5% of our outstanding capital stock; entities affiliated with Lightspeed, which holds greater than 5% of our outstanding capital stock and are affiliated with our director, Mr. Mhatre; entities affiliated with Greylock, which holds great than 5% of our outstanding capital stock and are affiliated with our director, Mr. Chandna; and entities affiliated with our director, Mr. Salem, as well as other holders of our redeemable convertible preferred stock. The IRA provides certain holders of our redeemable convertible preferred stock with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. The IRA also provides certain of these stockholders with information rights, which will terminate on the closing of this offering, and a right of first refusal with regard to certain issuances of our capital stock, which will not apply to, and will terminate on, the closing of this offering. For a description of these registration rights, see the section titled “Description of Capital Stock—Registration Rights.”

Voting Agreements

We are party to voting agreements under which certain holders of our capital stock, including our Chief Executive Officer and director, Mr. Sinha; our Chief Technology Officer and director,

159

Mr. Nithrakashyap; entities affiliated with Lightspeed, which holds greater than 5% of our outstanding capital stock and are affiliated with our director, Mr. Mhatre; entities affiliated with Greylock, which holds greater than 5% of our outstanding capital stock and are affiliated with our director, Mr. Chandna; and entities affiliated with our director, Mr. Salem, have agreed as to the manner in which they will vote their shares of our capital stock on certain matters, including with respect to the election of directors. This agreement will terminate upon the closing of this offering, and thereafter none of our stockholders will have any special rights regarding the election or designation of members of our board of directors.

Right of First Refusal

Pursuant to our equity compensation plans and certain agreements with our stockholders, including a right of first refusal and co-sale agreement with certain holders of our capital stock, including our Chief Executive Officer and director, Mr. Sinha; our Chief Technology Officer and director Mr. Nithrakashyap; entities affiliated with Lightspeed, which holds greater than 5% of our outstanding capital stock and are affiliated with our director, Mr. Mhatre; entities affiliated with Greylock, which holds greater than 5% of our outstanding capital stock and are affiliated with our director, Mr. Chandna; and entities affiliated with our director, Mr. Salem, we or our assignees have a right to purchase shares of our capital stock which stockholders propose to sell in certain circumstances to other parties. This right will terminate upon the closing of this offering. Since February 1, 2020, we have allowed our right of first refusal in connection with the sale of certain shares of our capital stock, including sales by certain of our executive officers, resulting in the purchase of such shares by certain of our stockholders, including related parties, to expire.

Indemnification Agreements

Our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering will contain provisions limiting the liability of directors, and our amended and restated bylaws that will be in effect on the closing of this offering will provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect on the closing of this offering will also provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board. In addition, we have entered or will enter into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them in certain circumstances. For more information regarding these agreements, see the section titled “Executive Compensation—Limitations of Liability and Indemnification Matters.”

Policies and Procedures for Related Person Transactions

Our board of directors has adopted a related person transactions policy setting forth the policies and procedures for the identification, review, and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which we and a related person were or will be participants and the amount involved exceeds $120,000, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, and guarantees of indebtedness. In reviewing and approving any such transactions, our audit committee will consider all relevant facts and circumstances as appropriate, such as the purpose of the transaction, the availability of other sources of comparable offerings or services, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction, management’s recommendation with respect to the proposed related person transaction, and the extent of the related person’s interest in the transaction.

160

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our capital stock as of July 31, 2023, and as adjusted to reflect the sale of Class A common stock offered by us in this offering assuming no exercise of the underwriters’ option to purchase additional shares, for:

• each of our named executive officers;

• each of our directors;

• all of our executive officers and directors as a group; and

• each person or group of affiliated persons known by us to beneficially own more than 5% of our Class A common stock and/or Class B common stock.

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership before the offering is based on 158,118,660 shares of Class B common stock outstanding as of July 31, 2023, assuming the automatic conversion of (i) 74,182,559 shares of our redeemable convertible preferred stock outstanding as of July 31, 2023 into an equal number shares of our Class B common stock, (ii) 5,400,000 shares of our convertible founders stock outstanding as of January 31, 2023 into an equal number of shares of Class B common stock, and (iii) the vesting of 23,383,726 RSUs, for which the service-based condition was satisfied as of July 31, 2023 and for which the performance-based condition will be satisfied upon the closing of this offering. Applicable percentage ownership after the offering is based on                      shares of Class A common stock and                     shares of Class B common stock outstanding immediately after the closing of this offering, assuming no exercise by the underwriters of their option to purchase additional shares. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options held by the person that are currently exercisable, or exercisable within 60 days of July 31, 2023 or issuable pursuant to RSUs that vest within 60 days of July 31, 2023. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Rubrik, Inc., 3495 Deer Creek Road, Palo Alto, California 94304.

161

	Shares Beneficially Owned Prior to this Offering						Shares Beneficially Owned Following this Offering
	Class B Common Stock				% of Total Voting Power†		Class A		Class B		% of Total Voting Power†
Name of Beneficial Owner	Shares		%				Shares	%	Shares	%
5% or greater stockholders:
Entities affiliated with Lightspeed(1)		38,984,426		24.7		24.7
Entities affiliated with Greylock Partners(2)		19,895,317		12.6		12.6
Bipul Sinha		12,342,646		7.8		7.8
Arvind Jain		11,404,364		7.2		7.2
Arvind Nithrakashyap		10,696,392		6.8		6.8
Named executive officers and directors:
Bipul Sinha		12,342,646		7.8		7.8
Arvind Nithrakashyap		10,696,392		6.8		6.8
Brian McCarthy(3)		600,000		*		*
Mark D. McLaughlin(4)		21,228		*		*
Ravi Mhatre(5)		38,984,426		24.7		24.7
Asheem Chandna(6)		19,895,317		12.6		12.6
Enrique Salem(7)		2,401,286		1.5		1.5
John W. Thompson(8)		1,094,393		*		*
R. Scott Herren(9)		24,999		*		*
Yvonne Wassenaar(10)		16,666		*		*
All current executive officer and directors as a group (11 persons)(11)		86,932,784		54.4		54.4

* Represents beneficial ownership of less than 1%.

† Represents the voting power with respect to all shares of our Class A common stock and Class B common stock, voting as a single class. Each share of Class A common stock will be entitled to one vote per share, and each share of Class B common stock will be entitled to                votes per share. The Class A common stock and Class B common stock will vote together on all matters (including the election of directors) submitted to a vote of stockholders, except under limited circumstances described in “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Voting Rights.”

⁽¹⁾  Represents (i) 17,759,816 shares held by Lightspeed Venture Partners IX, L.P., or Lightspeed IX; (ii) 8,015,457 shares held of record by Lightspeed SPV I, LLC, or Lightspeed SPV I; (iii) 5,094,719 shares held of record by Lightspeed SPV I-B, LLC, or Lightspeed SPV I-B; (iv) 3,566,303 shares held of record by Lightspeed SPV I-C, LLC, or Lightspeed SPV I-C; (v) 4,123,410 shares held of record by Lightspeed Venture Partners Select II, L.P., or Lightspeed Select II; (vi) 406,637 shares held of record by Lightspeed Venture Partners X, L.P., or Lightspeed X; and (vii) 18,084 shares held of record by Lightspeed Affiliates X, L.P., or Lightspeed Affiliates X. Lightspeed Ultimate General Partner IX, Ltd., or LUGP IX, serves as the sole general partner of Lightspeed General Partner IX, L.P., or LGP IX, which serves as the sole general partner of Lightspeed IX. Barry Eggers, Ravi Mhatre, and Peter Nieh are directors of LUGP IX and share voting and dispositive power over the shares held by Lightspeed IX. LS SPV Management, LLC, or LS SPV, serves as the sole manager of each of Lightspeed SPV I, Lightspeed SPV I-B, and Lightspeed SPV I-C. Messrs. Eggers, Mhatre, and Nieh are managing members of LS SPV and share voting and dispositive power over the shares held by each of Lightspeed SPV I, Lightspeed SPV I-B, and Lightspeed SPV I-C. Lightspeed Ultimate General Partner Select II, Ltd., or LUGP Select II, serves as the sole general partner of Lightspeed General Partner Select II, L.P., or LGP Select II, which serves as the sole general partner of Lightspeed Select II. Messrs. Eggers, Mhatre, and Nieh are directors of LUGP Select II and share voting and dispositive power over the shares held by Lightspeed Select II. Lightspeed Ultimate General Partner X, Ltd., or LUGP X, serves as the sole general partner of each of Lightspeed General Partner X, L.P., or LGP X, which serves as the sole general partner of Lightspeed X and Lightspeed Affiliates X. Messrs. Eggers, Mhatre, and Nieh are directors of LUGP X and share voting and dispositive power over the shares held by each of Lightspeed X and Lightspeed Affiliates X. The address for Lightspeed Venture Partners is 2200 Sand Hill Road, Menlo Park, California 94025.

⁽²⁾  Represents (i) 17,905,789 shares held of record by Greylock XIV Limited Partnership, or Greylock XIV LP; (ii) 994,764 shares held of record by Greylock XIV-A Limited Partnership, or Greylock XIV-A LP; and (iii) 994,764 shares of record held by Greylock XIV Principals LLC, or Greylock XIV Principals. Greylock XIV GP LLC, or Greylock XIV GP, is the general partner of Greylock XIV and Greylock XI-A, and the manager of Greylock XIV Principals. Greylock XIV GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIV LP, Greylock XIV-A LP, and Greylock XIV Principals and may be deemed to have indirect beneficial ownership of an indeterminate number of such

162

shares. Aneel Bhusri, William W. Helman, Reid Hoffman, David Sze, Donald Sullivan, and Asheem Chandna share voting and investment power over the shares held by the Greylock XIV LP, Greylock XIV-A LP, and Greylock XIV Principals. The address for these entities is 2550 Sand Hill Road, Menlo Park, California 94025.

⁽³⁾  Represents (i) 537,500 shares issuable upon settlement of RSUs for which the service-based condition has been satisfied and for which the performance-based condition will be satisfied in connection with this offering; and (ii) 62,500 shares that may be acquired upon the settlement of outstanding RSUs within 60 days of July 31, 2023.

⁽⁴⁾  Represents 21,228 shares held of record by McLaughlin Revocable Living Trust, of which Mr. McLaughlin is a co-trustee and shares voting and dispositive power with his spouse.

⁽⁵⁾  Represents the shares listed in footnote (1). Mr. Mhatre, one of our directors, is a managing director of Lightspeed Venture Partners and, may be deemed to exercise voting and investment discretion with respect to such shares.

⁽⁶⁾  Represents the shares listed in footnote (2). Mr. Chandna, one of our directors, is a partner at Greylock Partners and, may be deemed to exercise voting and investment discretion with respect to such shares.

⁽⁷⁾  Represents (i) 1,205,442 shares held of record by Bain Capital Venture Coinvestment Fund II, L.P., or Venture Coinvestment Fund II and (ii) 1,195,844 shares held of record by Bain Capital Venture Fund 2019, L.P., or BCV Fund 2019. Bain Capital Venture Investors, LLC, or BCVI is the manager of Bain Capital Venture Coinvestment II Investors, LLC, which is a general partner of Venture Coinvestment Fund II. BCVI is a manager of Bain Capital Venture Investors 2019, LLC, which is the general partner of BCV Fund 2019. The governance, investment strategy and decision-making process with respect to the investments held by Venture Coinvestment Fund II and BCV Fund 2019 is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by Venture Coinvestment Fund II and BCV Fund 2019. The address for these entities is 200 Clarendon Street, Boston, Massachusetts 02116.

⁽⁸⁾  Represents (i) 853,447 shares held of record by John and Sandra Thompson Trust, of which Mr. Thompson is a co-trustee and shares voting and dispositive power with his spouse; (ii) 165,946 shares subject to options that are exercisable within 60 days of July 31, 2023, all of which are vested as of such date; and (iii) 75,000 shares issuable upon settlement of RSUs for which the service-based condition has been satisfied and for which the performance-based condition will be satisfied in connection with this offering.

⁽⁹⁾  Represents 24,999 shares issuable upon settlement of RSUs for which the service-based condition has been satisfied and for which the performance-based condition will be satisfied in connection with this offering.

⁽¹⁰⁾  Represents 16,666 shares issuable upon settlement of RSUs for which the service-based condition has been satisfied and for which the performance-based condition will be satisfied in connection with this offering.

⁽¹¹⁾  Represents (i) 85,236,510 shares beneficially owned by our current executive officers and directors as a group; (ii) 264,396 shares subject to options exercisable within 60 days of July 31, 2023, all of which are vested as of such date; (iii) 1,315,315 shares issuable upon settlement of RSUs for which the service-based condition has been satisfied and for which the performance-based condition will be satisfied in connection with this offering; and (iv) 116,563 shares that may be acquired upon the settlement of outstanding RSUs within 60 days of July 31, 2023.

163

DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the rights of our capital stock and some of the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, which will each become effective immediately prior to the closing of this offering, the investor rights agreement and relevant provisions of Delaware General Corporation Law. The descriptions herein are qualified in their entirety by our amended and restated certificate of incorporation, amended and restated bylaws, and investor rights agreement, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, as well as the relevant provisions of Delaware General Corporation Law.

Immediately prior to the closing of this offering, our authorized capital stock will consist of                  shares, all with a par value of $0.000025 per share, of which:

•              shares are designated as Class A common stock;

•              shares are designated as Class B common stock; and

•              shares are designated as preferred stock.

As of July 31, 2023, we had no shares of Class A common stock, 55,152,375 shares of Class B common stock, 5,400,000 shares of convertible founders stock, and 74,182,559 shares of redeemable convertible preferred stock outstanding. After giving effect to the automatic conversion of all outstanding shares of redeemable convertible preferred stock and convertible founders stock outstanding as of July 31, 2023 into shares of Class B common stock immediately prior to the closing of this offering, there would have been 134,734,934 shares of Class B common stock outstanding on July 31, 2023 held by 1,049 stockholders of record.

Class A Common Stock and Class B Common Stock

All issued and outstanding shares of our Class A common stock and Class B common stock will be duly authorized, validly issued, fully paid, and non-assessable. All authorized but unissued shares of our Class A common stock and Class B common stock will be available for issuance by our board of directors without any further stockholder action, except as required by the listing standards of the NYSE. The rights of our Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights.

Voting Rights

The Class A common stock is entitled to one vote per share on any matter that is submitted to a vote of our stockholders. Holders of our Class B common stock are entitled to                  votes per share on any matter submitted to our stockholders. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by Delaware law.

Under Delaware law, holders of our Class A common stock or Class B common stock would be entitled to vote as a separate class if a proposed amendment to our amended and restated certificate of incorporation would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. As a result, in these limited instances, the holders of a majority of the Class A common stock could defeat any

164

amendment to our amended and restated certificate of incorporation. For example, if a proposed amendment of our amended and restated certificate of incorporation provided for the Class A common stock to rank junior to the Class B common stock with respect to (1) any dividend or distribution, (2) the distribution of proceeds were we to be acquired, or (3) any other right, Delaware law would require the vote of the Class A common stock. In this instance, the holders of a majority of Class A common stock could defeat that amendment to our amended and restated certificate of incorporation.

Our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering will not provide for cumulative voting for the election of directors.

Economic Rights

Except as otherwise will be expressly provided in our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering or required by applicable law, all shares of Class A common stock and Class B common stock will have the same rights and privileges and rank equally, share ratably, and be identical in all respects for all matters, including those described below.

Dividends and Distributions

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A common stock and Class B common stock will be entitled to share equally, identically, and ratably, on a per share basis, with respect to any dividend or distribution of cash or property paid or distributed by the company, unless different treatment of the shares of the affected class is approved by the affirmative vote of the holders of a majority of the outstanding shares of such affected class, voting separately as a class. See the section titled “Dividend Policy” for additional information.

Liquidation Rights

On our liquidation, dissolution, or winding-up, the holders of Class A common stock and Class B common stock will be entitled to share equally, identically, and ratably in all assets remaining after the payment of any liabilities, liquidation preferences, and accrued or declared but unpaid dividends, if any, with respect to any outstanding preferred stock, unless a different treatment is approved by the affirmative vote of the holders of a majority of the outstanding shares of such affected class, voting separately as a class.

Change of Control Transactions

The holders of Class A common stock and Class B common stock will be treated equally and identically with respect to shares of Class A common stock or Class B common stock owned by them, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of the class treated differently, voting separately as a class, on (a) the closing of the sale, transfer, or other disposition of all or substantially all of our assets, (b) the consummation of a consolidation, merger, or reorganization which results in our voting securities outstanding immediately before the transaction (or the voting securities issued with respect to our voting securities outstanding immediately before the transaction) representing less than a majority of the combined voting power of the voting securities of the company or the surviving or acquiring entity, or (c) the closing of the transfer (whether by merger, consolidation, or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons of securities of the company if, after closing, the transferee person or group would hold 50% or more of the outstanding voting power of the company (or the surviving or acquiring entity). However, consideration to be paid or

165

received by a holder of common stock in connection with any such assets sale, consolidation, merger, or reorganization under any employment, consulting, severance, or other compensatory arrangement will be disregarded for the purposes of determining whether holders of common stock are treated equally and identically.

Subdivisions and Combinations

If we subdivide or combine in any manner outstanding shares of Class A common stock or Class B common stock, the outstanding shares of the other class will be subdivided or combined in the same proportion and manner.

No Preemptive or Similar Rights

Our Class A common stock and Class B common stock are not entitled to preemptive rights, and are not subject to conversion, redemption, or sinking fund provisions, except for the conversion provisions with respect to the Class B common stock described below.

Conversion

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. After the closing of this offering, on any transfer of shares of Class B common stock, whether or not for value, each such transferred share will automatically convert into one share of Class A common stock, except for certain transfers described in our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering.

Any holder’s shares of Class B common stock will convert automatically into Class A common stock, on a one-to-one basis, upon the following:                .

Fully Paid and Non-Assessable

In connection with this offering, our legal counsel will opine that the shares of our Class A common stock to be issued under this offering will be fully paid and non-assessable.

Preferred Stock

As of July 31, 2023, there were 74,182,559 shares of redeemable convertible preferred stock outstanding. Immediately prior to the closing of this offering, each outstanding share of redeemable convertible preferred stock will convert into one share of Class B common stock. Upon the closing of this offering, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges, and restrictions of up to an aggregate of                  shares of preferred stock in one or more series and authorize their issuance. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock, and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring, or preventing a change of control or other corporate action. Upon the closing of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

166

Founders Stock

As of July 31, 2023, there were 5,400,000 shares of convertible founders stock outstanding. Immediately prior to the closing of this offering, each outstanding share of convertible founders stock will convert into one share of Class B common stock. Each share of convertible founders stock is convertible into convertible preferred stock if purchased by an investor in conjunction with a round of preferred stock financing. If otherwise transferred or sold, each share of convertible founders stock is convertible into Class B common stock, except in the case of certain permitted transfers. Upon the closing of this offering, no shares of convertible founders stock will be outstanding.

Options

As of July 31, 2023, there were options to purchase an aggregate of 3,407,586 shares of Class B common stock outstanding under our equity compensation plans, with a weighted-average exercise price of $6.29 per share.

Restricted Stock Units

As of July 31, 2023, there were 47,650,128 RSUs for shares of Class B common stock outstanding.

Registration Rights

Our IRA provides that certain holders of our redeemable convertible preferred stock, our convertible founders stock, and our Class A common stock have certain registration rights as set forth below. The registration of shares of our common stock by the exercise of registration rights described below would enable the holders to sell these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay the registration expenses, other than underwriting discounts and commissions, of the shares registered by the demand, piggyback, and Form S-3 registrations described below.

Generally, 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. The demand, piggyback, and Form S-3 registration rights described below will expire five years after the closing of this offering, or with respect to any particular stockholder, such time after the closing of this offering that such stockholder can sell all of its shares entitled to registration rights under Rule 144 of the Securities Act during any 90-day period.

Demand Registration Rights

The holders of an aggregate of 74,182,559 shares of our Class B common stock will be entitled to certain demand registration rights. At any time beginning six months after the effective date of the registration statement of which this prospectus forms a part, certain holders of these shares may request that we register all or a portion of the registrable shares. We are obligated to effect only two such registrations. Such request for registration must cover at least that number of registrable shares as would have an anticipated aggregate offering price of at least $15.0 million.

Piggyback Registration Rights

In connection with this offering, the holders of an aggregate of 79,582,559 shares of our Class B common stock were entitled to, and the necessary percentage of holders waived, their rights to notice

167

of this offering and to include their shares of registrable securities in this offering. After this offering, in the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, the holders of these shares will be entitled to certain piggyback registration rights allowing the holder 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 relating to the demand registration rights set forth above, (ii) a registration relating solely to the issuance of securities by us or a subsidiary pursuant to a stock option, stock purchase, or similar plan, (iii) a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the shares held by the holders, or (v) a registration in which the only common stock being registered is common stock issued upon conversion of debt securities that are also being registered, the holders of these shares are entitled to notice of the registration, and have the right to include their shares in the registration, subject to limitations that the underwriters may impose on the number of shares included in the offering.

Form S-3 Registration Rights

The holders of an aggregate of 74,182,559 shares of Class B common stock will be entitled to certain Form S-3 registration rights. At any time after the effective date of the registration statement of which this prospectus forms a part, the holders of these shares can make a request that we register their shares on Form S-3 if we are qualified to file a registration statement on Form S-3 and if the anticipated aggregate price of the shares offered would be at least $1.0 million. We will not be required to effect more than two registrations on Form S-3 within any 12-month period.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Some provisions of Delaware law, our amended and restated certificate of incorporation, and our amended and restated bylaws contain or will contain provisions that could make the following transactions more difficult: an acquisition of us by means of a tender offer, a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of a premium over the market price for our shares.

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

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.

168

Stockholder Meetings

Our amended and restated bylaws will provide that a special meeting of stockholders may be called only by our chairperson, chief executive officer, or by a resolution adopted by a majority of our board of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors, or a committee of the board of directors.

Elimination of Stockholder Action by Written Consent

Our amended and restated certificate of incorporation and amended and restated bylaws will eliminate the right of stockholders to act by written consent without a meeting.

Staggered Board

Our board of directors will be divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders by a plurality of the votes cast. For more information on the classified board, see the section titled “Management—Composition of our Board of Directors.” This system of electing and removing directors may tend to discourage a third-party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Removal of Directors

Our amended and restated certificate of incorporation will provide that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of at least a majority of the total voting power of all of our outstanding voting stock then entitled to vote in the election of directors.

Stockholders Not Entitled to Cumulative Voting

Our amended and restated certificate of incorporation will not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stock (if any) may be entitled to elect.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be “interested stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale,

169

or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors.

Choice of Forum

Our amended and restated certificate of incorporation to be effective immediately prior to the closing of this offering will provide that the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (1) any derivative action or proceeding brought on our behalf; (2) any action or proceeding asserting a breach of fiduciary duty; (3) any action or proceeding asserting a claim against us under the Delaware General Corporation Law; (4) any action or proceeding regarding our amended and restated certificate of incorporation or our amended and restated bylaws; (5) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; or (6) any action or proceeding asserting a claim against us that is governed by the internal affairs doctrine.

This choice of forum provision would not apply to claims brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our amended and restated certificate of incorporation to be effective immediately prior to the closing of this offering will further provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act In addition, our amended and restated certificate of incorporation to be effective immediately prior to the closing of this offering will provide that any person or entity holding, owning or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions.

Amendment of Charter Provisions

The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred stock, would require approval by holders of at least two-thirds of the total voting power of all of our outstanding voting stock.

The provisions of Delaware law, our amended and restated certificate of incorporation, and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock and Class B common stock will be American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219.

Exchange Listing

Our common stock is currently not listed on any securities exchange. We intend to list our Class A common stock on the NYSE under the symbol “RBRK.”

170

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. Future sales of substantial amounts of Class A common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our Class A common stock. Although we intend to list our Class A common stock on the NYSE, we cannot assure you an active public market for our Class A common stock will develop.

Following the closing of this offering, based on the number of shares of our Class B common stock outstanding as of July 31, 2023 and assuming (i) the issuance of              shares of Class A common stock in this offering, (ii) the automatic conversion of 74,182,559 shares of our redeemable convertible preferred stock outstanding as of July 31, 2023 into an equal number of shares of Class B common stock immediately prior to the closing of this offering, (iii) the automatic conversion of 5,400,000 shares of our convertible founders stock outstanding as of July 31, 2023 into an equal number of shares of Class B common stock immediately prior to the closing of this offering, (iv) no exercise of stock options outstanding as of July 31, 2023, and (v) no exercise of the underwriters’ option to purchase additional shares, we will have outstanding an aggregate of approximately              shares of Class A common stock and              shares of Class B common stock.

Of these shares, all shares of Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Shares purchased by our affiliates would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

The remaining outstanding shares of Class A common stock and Class B common stock will be, and shares underlying outstanding RSUs and shares subject to stock options and RSUs will be upon issuance, deemed “restricted securities” as defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale 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, each of which is summarized below. Substantially all of these shares will be subject to a lock-up period under the lock-up agreements and market stand-off agreements described below.

As a result of these agreements and the provisions of our IRA, described below, and subject to the provisions of Rule 144 and Rule 701, shares of our Class A common stock sold in this offering or shares of Class B common stock subject to lock-up agreements and market stand-off agreements will be available for sale in the public market as described below.

In addition, after this offering, up to                  shares of Class B common stock may be issued upon exercise of outstanding stock options or vesting and settlement of outstanding RSUs as of                 , and                  shares of Class A common stock are available for future issuance under our 2023 Plan and our 2023 ESPP.

Lock-Up Agreements

We and all of our directors, officers, and the holders of substantially all of our outstanding common stock and securities exercisable for or convertible into our Class B common stock, have agreed, or will agree, with the underwriters that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, or the restricted period, subject to certain exceptions, we and they will not, and will not cause or direct any of our or their respective affiliates, without the prior written consent of Goldman Sachs & Co. LLC, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase,

171

make any short sale, or otherwise dispose of any of our common stock, any options or warrants to purchase any shares of our common stock, or any securities convertible into, or exchangeable for, or that represent the right to receive shares of our common stock; provided that                 . These agreements are described in the section titled “Underwriting.” Goldman Sachs & Co. LLC may release any of the securities subject to these lock-up agreements at any time, subject to applicable notice requirements.

In addition to the restrictions contained in the lock-up agreements described above, we have entered into agreements with substantially all of our security holders that contain market stand-off provisions imposing restrictions on the ability of such security holders to offer, sell, or transfer our equity securities for a period of 180 days following the date of this prospectus.

Rule 144

Affiliate Resales of Restricted Securities

In general, 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 an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our capital stock for at least six months, would be entitled to sell in “broker’s transactions” or certain “riskless principal transactions” or to market makers, a number of shares within any three-month period that does not exceed the greater of:

• 1% of the number of shares of Class A common stock then outstanding, which will equal approximately                 shares immediately after this offering; or

• the average weekly trading volume in Class A common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC concurrently with either the placing of a sale order with the broker or the execution of a sale directly with a market maker.

Non-Affiliate Resales of Restricted Securities

In general, 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 an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our capital stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to the manner of sale, volume limitation, or notice filing provisions of Rule 144.

Rule 701

Rule 701 generally allows a stockholder who was issued shares under a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the

172

immediately preceding 90 days, to sell these shares in reliance on Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares under Rule 701, subject to the expiration of the lock-up agreements described above.

Form S-8 Registration Statement

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of Class A common stock and Class B common stock subject to outstanding stock options and RSUs and common stock issued or issuable under our 2023 Plan, 2023 ESPP, and our 2014 Plan, as applicable. We expect to file the registration statement covering shares offered pursuant to these stock plans shortly after the date of this prospectus, permitting the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market subject to compliance with the resale provisions of Rule 144.

Registration Rights

As of July 31, 2023, holders of up to 79,582,559 shares of our Class B common stock, which includes all of the shares of Class B common stock issuable upon the automatic conversion of our redeemable convertible preferred stock and convertible founders stock immediately prior to the closing of this offering, or their transferees, will be entitled to various rights with respect to the registration of these shares under the Securities Act upon the closing of this offering and the expiration of lock-up agreements. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See the section titled “Description of Capital Stock—Registration Rights” for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement.

173

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

The following summary describes the material U.S. federal income tax consequences of the ownership and disposition of our Class A common stock acquired in this offering by Non-U.S. Holders (as defined below). This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, does not deal with non-U.S., state, and local tax consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances, and does not address U.S. federal tax consequences other than income tax consequences. For example, it does not address estate and gift taxes, the alternative minimum tax, the Medicare contribution tax on net investment income, or the application of special tax accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended, or the Code. Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under the Code, such as banks, financial institutions, investment funds, insurance companies, tax-exempt organizations, tax-qualified retirement plans, governmental organizations, broker-dealers and traders in securities, U.S. expatriates, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, corporations organized outside of the United States, any state thereof, or the District of Columbia that are nonetheless treated as U.S. taxpayers for U.S. federal income tax purposes, persons that hold our Class A common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” or integrated investment or other risk reduction strategy, persons who acquire our Class A common stock through the exercise of an option or otherwise as compensation, “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds, partnerships and other pass-through entities or arrangements and investors in such pass-through entities or arrangements, persons that own, or have owned, actually or constructively, more than 5% of our common stock at any time; persons deemed to sell our Class A common stock under the constructive sale provisions of the Code, and persons that own, or are deemed to own, our Class B common stock. Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local, and other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code and Treasury Regulations promulgated thereunder, published rulings and administrative pronouncements or the Internal Revenue Service, or IRS, and judicial decisions, each as of the date hereof, and such authorities may be repealed, revoked, or modified, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. This discussion assumes that the Non-U.S. Holder holds our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment).

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PERSONS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK PURSUANT TO THIS OFFERING SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME, GIFT, ESTATE, AND OTHER TAX CONSEQUENCES OF ACQUIRING, OWNING, AND DISPOSING OF OUR CLASS A COMMON STOCK IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION, INCLUDING ANY STATE, LOCAL, OR NON-U.S. TAX CONSEQUENCES, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For the purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of our Class A common stock that is neither a U.S. Holder (as defined below) nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes regardless of its place of organization or

174

formation). A “U.S. Holder” means a beneficial owner of our Class A common stock that is for U.S. federal income tax purposes any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.

Distributions

As described in the section titled “Dividend Policy,” we do not anticipate paying any cash dividends in the foreseeable future. However, if we do make distributions of cash or property on our Class A common stock to a Non-U.S. Holder, such distributions, to the extent made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute dividends for U.S. tax purposes and will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, subject to the discussions below regarding effectively connected income, backup withholding, and foreign accounts. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide us with a properly executed IRS Form W-8BEN (in the case of individuals) or IRS Form W-8BEN-E (in the case of entities), or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. We do not intend to adjust our withholding unless such certificates are provided to us or our paying agent before the payment of dividends and are updated as may be required by the IRS. In the case of a Non-U.S. Holder that is an entity, Treasury Regulations and the relevant tax treaty provide rules to determine whether, for purposes of determining the applicability of a tax treaty, dividends will be treated as paid to the entity or to those holding an interest in that entity. If a Non-U.S. Holder holds our Class A common stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. If you are eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty and you do not timely file the required certification, you may be able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to us (or, if our Class A common stock is held through a financial institution or other agent, to such agent). In general, such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

175

Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

To the extent distributions on our Class A common stock, if any, exceed our current and accumulated earnings and profits, they will first reduce the Non-U.S. Holder’s adjusted basis in our Class A common stock, but not below zero, and then will be treated as gain to the extent of any excess amount distributed, and taxed in the same manner as gain realized from a sale or other disposition of our Class A common stock as described in the next section.

Gain on Disposition of Our Class A Common Stock

Subject to the discussions below regarding backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of our Class A common stock unless (a) the gain is effectively connected with a trade or business of such holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States), (b) the Non-U.S. Holder is a nonresident alien individual and is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met, or (c) we are or become a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time within the shorter of the five-year period preceding such disposition or such holder’s holding period in our Class A common stock. In general, we would be a United States real property holding corporation if the fair market value of our U.S. real property interests equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business. We believe that we are not currently, and do not anticipate becoming, a United States real property holding corporation. Even if we are treated as a United States real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our Class A common stock will not be subject to U.S. federal income tax so long as (1) the Non-U.S. Holder owned, directly, indirectly, and constructively, no more than 5% of our Class A common stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the holder’s holding period in our Class A common stock and (2) our Class A common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market. There can be no assurance that our Class A common stock will qualify as regularly traded on an established securities market for purposes of these rules. If any gain on your disposition is taxable because we are a United States real property holding corporation and your ownership of our Class A common stock exceeds 5%, you will be taxed on such disposition generally in the manner as gain that is effectively connected with the conduct of a U.S. trade or business (subject to the provisions under an applicable income tax treaty), except that the branch profits tax generally will not apply.

If you are a Non-U.S. Holder described in (a) above, you will be required to pay tax on a net income basis at the U.S. federal income tax rates applicable to U.S. Holders, and corporate Non-U.S. Holders described in (a) above may be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are a Non-U.S. Holder described in (b) above, you will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition, which gain may be offset by certain U.S.-source capital losses (even though you are not considered a resident of the United States), provided that the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses. Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

176

Information Reporting Requirements and Backup Withholding

Information returns are required to be filed with the IRS and provided to Non-U.S. Holders in connection with payments of distributions on our Class A common stock. This information also may be made available under an applicable treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. You may be subject to backup withholding on payments on our Class A common stock or on the proceeds from a sale or other disposition of our Class A common stock unless you comply with certification procedures to establish that you are not a U.S. person or otherwise establish an exemption. Your provision of a properly executed applicable IRS Form W-8 certifying your non-U.S. status will permit you to avoid backup withholding. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Foreign Accounts

Sections 1471 through 1474 of the Code (commonly referred to as FATCA) impose a U.S. federal withholding tax of 30% on certain payments paid to a foreign financial institution (as specifically defined by applicable rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). FATCA also generally imposes a federal withholding tax of 30% on certain payments to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes.

FATCA withholding currently applies to payments of dividends. The U.S. Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% that would be applicable to the gross proceeds of a disposition of our Class A common stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued. Non-U.S. Holders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF OUR CLASS A COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY RECENT OR PROPOSED CHANGE IN APPLICABLE LAW.

177

UNDERWRITING

We and the underwriters named below will enter into an underwriting agreement with respect to the shares of Class A common stock being offered. Subject to certain conditions, each underwriter will severally agree to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC is the representative of the underwriters.

Underwriters	Number of Shares
Goldman Sachs & Co. LLC
Barclays Capital Inc.
Citigroup Global Markets Inc.
Total

The underwriters will be committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters will have an option to buy up to an additional                 shares of Class A common stock from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to                 additional shares of our Class A common stock.

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $                 per share from the initial public offering price. After the initial offering of the shares, the representative may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We have agreed to reimburse the underwriters for certain of their expenses in an amount up to $                 .

We and our officers, directors, and holders of substantially all of our common stock and securities convertible into or exchangeable for our common stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock during the period from the date of this prospectus continuing through the 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC. This agreement does not apply to any existing employee benefit plans. See the section titled “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares of our Class A common stock. The initial public offering price will be negotiated between us and the representative. Among the

178

factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

We intend to apply to list our shares of Class A common stock on the NYSE under the symbol “RBRK.”

In connection with the offering, the underwriters may purchase and sell shares of our Class A common stock in the open market. These transactions may include short sales, stabilizing transactions, and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such 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 Class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Class A common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our Class A common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of Class A common stock. As a result, the price of Class A common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market, or otherwise.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. In addition, Goldman Sachs BDC, an affiliate of one of the

179

underwriters in this offering, is a lender under our outstanding term loan credit facility. Furthermore, Bipul Sinha, our Chief Executive Officer and chairman of our board of directors, through an affiliated trust, has entered into a loan and security agreement dated January 20, 2021, or the loan agreement, with Goldman Sachs Bank, an affiliate of one of the underwriters of this offering. The loan agreement provides for a $10,000,000 credit facility. We are not a party to the loan agreement.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors, and employees may purchase, sell, or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps, and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities, and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color, or trading ideas and/or publish or express independent research views in respect of such assets, securities, or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities, and instruments.

Selling Restrictions

European Economic Area

In relation to each EEA Member State, each a “Relevant Member State,” no shares have been offered or will be offered pursuant to the offering to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation, except that the shares may be offered to the public in that Relevant Member State at any time:

• to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representative for any such offer; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the shares shall require us and/or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares 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 to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any shares under, the offering contemplated hereby will be deemed to have represented, warranted and agreed to and with each of the underwriters and their affiliates and us that:

a) it is a qualified investor within the meaning of the Prospectus Regulation; and

180

b) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, (i) the shares acquired by it in this offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Regulation, or have been acquired in other circumstances falling within the points (a) to (d) of Article 1(4) of the Prospectus Regulation and the prior consent of the representative has been given to the offer or resale; or (ii) where the shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Regulation as having been made to such persons.

We, the underwriters and their affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the representative of such fact in writing may, with the prior consent of the representative, be permitted to acquire shares in this offering.

United Kingdom

This prospectus and any other material in relation to the shares described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this prospectus relates is available only to, and will be engaged in only with persons who are (i) persons having professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the FPO; or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the FPO; (iii) outside the United Kingdom, or the UK; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be communicated, (all such persons together being referred to as “Relevant Persons”). The shares are only available in the UK to, and any invitation, offer or agreement to purchase or otherwise acquire the shares will be engaged in only with the Relevant Persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on this Prospectus or any of its contents.

No shares have been offered or will be offered pursuant to the offering to the public in the UK prior to the publication of a prospectus in relation to the shares which has been approved by the Financial Conduct Authority, except that the shares may be offered to the public in the UK at any time:

a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representative for any such offer; or

c) in any other circumstances falling within Section 86 of the FSMA,

provided that no such offer of the shares shall require us and/or any underwriter or any of their affiliates to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the UK means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

181

Each person in the UK who acquires any shares in the offering or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with us, the underwriters, and their affiliates that it meets the criteria outlined in this section.

Canada

The shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts, or NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares may not be offered or sold in Hong Kong 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 (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), or Companies (Winding Up and Miscellaneous Provisions) Ordinance, or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or Securities and Futures Ordinance, or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares 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 securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance 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 the shares may not be circulated or distributed, nor may the shares 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 (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to

182

Section 275(1A) of the SFA, 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, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, or Regulation 32.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The shares may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, 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 of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Australia

No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to the offering. This offering document does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

183

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This offering document contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this offering document is appropriate to their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth in this prospectus and has no responsibility for the offering document. The securities to which this offering document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this offering document you should consult an authorized financial advisor.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to, the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Class A common stock or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, us, or our shares has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority and the offer of Class A common stock has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Class A common stock.

184

LEGAL MATTERS

The validity of the shares of Class A common stock being offered by this prospectus will be passed upon for us by Cooley LLP, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Menlo Park, California.

EXPERTS

The consolidated financial statements of Rubrik, Inc. as of January 31, 2023 and 2022, and for each of the years in the two-year period ended January 31, 2023, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act, with respect to the shares of Class A common stock being offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the Class A common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov.

Upon the closing of this offering, we will be subject to the information reporting requirements of the Exchange Act and we will file reports, proxy statements, and other information with the SEC. These reports, proxy statements, and other information will be available for inspection and copying at the website of the SEC referred to above. We also maintain a website at www.rubrik.com, at which, following the closing of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is only as an inactive textual reference.

185

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Comprehensive Loss		F-5
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit		F-6
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Rubrik, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Rubrik, Inc. and subsidiaries (the Company) as of January 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for each of the years in the two-year period ended January 31, 2023, and the related notes (collectively, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB 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/ KPMG LLP

We have served as the Company’s auditor since 2018.

Santa Clara, California

June 1, 2023

F-2

Consolidated Balance Sheets

(in thousands, except par value amounts)

	As of January 31,						As of July 31,
	2022			2023			2023
							(unaudited)
Assets
Current assets
Cash and cash equivalents	$	71,018		$	135,807			$89,809
Short-term investments		67,789			160,106			172,416
Accounts receivable, net of allowances of $1,841, $442 and $292 (unaudited) as of January 31, 2022 and 2023 and July 31, 2023, respectively		159,376			150,622			151,551
Deferred commissions		38,007			57,524			64,627
Prepaid expenses and other current assets		32,773			60,736			46,105
Total current assets		368,963			564,795			524,508
Property and equipment, net		35,493			49,294			49,130
Deferred commissions, noncurrent		63,518			97,729			110,133
Goodwill		4,236			4,236			4,236
Other assets, noncurrent		46,774			53,129			51,019
Total assets	$	518,984		$	769,183		$	739,026
Liabilities, redeemable convertible preferred stock and stockholders’ deficit
Current liabilities
Accounts payable	$	14,079		$	8,085		$	6,288
Accrued expenses and other current liabilities		110,015			111,365			89,169
Deferred revenue		213,253			315,954			420,127
Total current liabilities		337,347			435,404			515,584
Deferred revenue, noncurrent		254,161			490,279			541,232
Other liabilities, noncurrent		32,105			36,417			34,664
Debt, noncurrent		—			179,699			186,061
Total liabilities		623,613			1,141,799			1,277,541
Commitments and contingencies (Note 8)
Redeemable convertible preferred stock, $0.000025 par value – 74,183 shares authorized as of January 31, 2022 and 2023 and as of July 31, 2023 (unaudited); 74,183 shares issued and outstanding as of January 31, 2022 and 2023 and as of July 31, 2023 (unaudited); liquidation preference of $715,100 as of January 31, 2022 and 2023 and as of July 31, 2023 (unaudited).		714,713			714,713			714,713
Stockholders’ deficit:
Common stock, $0.000025 par value – 186,557, 209,336, and 209,336 shares authorized as of January 31, 2022 and 2023 and July 31, 2023 (unaudited), respectively (inclusive of 5,400 shares authorized of founders stock, $0.000125 par value, convertible to common stock as of January 31, 2022 and 2023 and as of July 31, 2023 (unaudited), respectively); 59,156, 59,879, and 60,552 shares issued and outstanding as of January 31, 2022 and 2023 and July 31, 2023 (unaudited), respectively (inclusive of 5,400 convertible founders stock issued and outstanding as of January 31, 2022 and 2023 and as of July 31, 2023 (unaudited), respectively)		1			1			1
Additional paid-in capital		231,354			242,326			245,909
Accumulated other comprehensive loss		(88	)		(1,301	)		(389)
Accumulated deficit		(1,050,609	)		(1,328,355	)		(1,498,749)
Total stockholders’ deficit		(819,342	)		(1,087,329	)		(1,253,228	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	518,984		$	769,183		$	739,026

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Consolidated Statements of Operations

(in thousands, except per share amounts)

	Year Ended January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
							(unaudited)
Revenue
Subscription	$	260,543		$	385,272		$	183,474		$	235,854
Maintenance		91,015			76,220			42,706			22,882
Other products		154,590			138,327			73,194			28,539
Total revenue		506,148			599,819			299,374			287,275
Cost of revenue
Subscription		32,385			62,294			25,408			44,841
Maintenance		20,463			15,059			8,902			4,020
Other products		100,115			104,661			55,541			22,420
Total cost of revenue		152,963			182,014			89,851			71,281
Gross profit		353,185			417,805			209,523			215,994
Operating expenses
Research and development		159,576			175,057			86,187			96,028
Sales and marketing		355,492			417,542			204,939			232,977
General and administrative		87,907			86,754			42,071			45,105
Total operating expenses		602,975			679,353			333,197			374,110
Loss from operations		(249,790	)		(261,548	)		(123,674	)		(158,116	)
Interest income		1,530			5,140			1,118			5,362
Interest expense		—			(11,709	)		(2,017	)		(11,705	)
Other income (expense), net		(1,301	)		(1,033	)		(485	)		(1,678	)
Loss before income taxes		(249,561	)		(269,150	)		(125,058	)		(166,137	)
Income tax expense		4,843			8,596			3,660			4,257
Net loss	$	(254,404	)	$	(277,746	)	$	(128,718	)	$	(170,394	)
Net loss per share, basic and diluted	$	(4.40	)	$	(4.66	)	$	(2.17	)	$	(2.83	)
Weighted-average shares used in computing net loss per share, basic and diluted		57,852			59,590			59,411			60,121

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Consolidated Statements of Comprehensive Loss

(in thousands)

	Year Ended January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
							(unaudited)
Net loss	$	(254,404	)	$	(277,746	)	$	(128,718	)	$	(170,394	)
Foreign currency translation adjustment, net of tax		242			(1,009	)		(1,178	)		879
Unrealized gain (loss) on available-for-sale securities, net of tax		(131	)		(204	)		(97	)		33
Total other comprehensive income (loss), net of tax		111			(1,213	)		(1,275	)		912
Comprehensive loss	$	(254,293	)	$	(278,959	)	$	(129,993	)	$	(169,482	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share amounts)

	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 as of January 31, 2021		73,545,720	$	699,734		53,283,464		$	1	$	176,541	$	(199	)	$	(796,205	)	$	(619,862	)
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $21		636,839		14,979		—			—		—		—			—			—
Issuance of common stock upon exercise of stock options		—		—		1,851,532			—		8,813		—			—			8,813
Repurchases of unvested common stock		—		—		(6,054	)		—		—		—			—			—
Vesting of early exercise stock options		—		—		—			—		751		—			—			751
Issuance of common stock for settlement of restricted stock awards and restricted stock units		—		—		4,027,393			—		15		—			—			15
Stock-based compensation		—		—		—			—		45,234		—			—			45,234
Other comprehensive income (loss)		—		—		—			—		—		111			—			111
Net loss		—		—		—			—		—		—			(254,404	)		(254,404	)
Balance as of January 31, 2022		74,182,559	$	714,713		59,156,335		$	1	$	231,354	$	(88	)	$	(1,050,609	)	$	(819,342	)
Issuance of common stock upon exercise of stock options		—		—		669,122			—		3,809		—			—			3,809
Repurchases of unvested common stock		—		—		(750	)		—		—		—			—			—
Vesting of early exercise stock options		—		—		—			—		164		—			—			164
Issuance of common stock for settlement of restricted stock units		—		—		54,010			—		—		—			—			—
Stock-based compensation		—		—		—			—		6,999		—			—			6,999
Other comprehensive income (loss)		—		—		—			—		—		(1,213	)		—			(1,213	)
Net loss		—		—		—			—		—		—			(277,746	)		(277,746	)
Balance as of January 31, 2023		74,182,559	$	714,713		59,878,717		$	1	$	242,326	$	(1,301	)	$	(1,328,355	)	$	(1,087,329	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit (Continued)

(in thousands, except share amounts)

(Unaudited)

	Six Months Ended July 31, 2022
	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 as of January 31, 2022		74,182,559	$	714,713		59,156,335		$	1	$	231,354	$	(88	)	$	(1,050,609	)	$	(819,342	)
Issuance of common stock upon exercise of stock options		—		—		414,807			—		2,239		—			—			2,239
Repurchases of unvested common stock		—		—		(750	)		—		—		—			—			—
Vesting of early exercised stock options		—		—		—			—		155		—			—			155
Issuance of common stock for settlement of restricted stock awards and restricted stock units		—		—		54,010			—		—		—			—			—
Stock-based compensation		—		—		—			—		4,941		—			—			4,941
Other comprehensive income (loss)		—		—		—			—		—		(1,275	)		—			(1,275	)
Net loss		—		—		—			—		—		—			(128,718	)		(128,718	)
Balance as of July 31, 2022		74,182,559	$	714,713		59,624,402		$	1	$	238,689	$	(1,363	)	$	(1,179,327	)	$	(942,000	)

	Six Months Ended July 31, 2023
	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 as of January 31, 2023		74,182,559	$	714,713		59,878,717	$	1	$	242,326	$	(1,301	)	$	(1,328,355	)	$	(1,087,329	)
Issuance of common stock upon exercise of stock options		—		—		673,658		—		1,951		—			—			1,951
Stock-based compensation expense		—		—		—		—		1,632		—			—			1,632
Other comprehensive income (loss)		—		—		—		—		—		912			—			912
Net loss		—		—		—		—		—		—			(170,394	)		(170,394	)
Balance as of July 31, 2023		74,182,559	$	714,713		60,552,375	$	1	$	245,909	$	(389	)	$	(1,498,749	)	$	(1,253,228	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
							(unaudited)
Cash flows from operating activities:
Net loss	$	(254,404	)	$	(277,746	)	$	(128,718	)	$	(170,394	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		21,342			22,366			10,742			11,562
Stock-based compensation		45,066			6,954			4,904			1,632
Amortization of deferred commissions		83,315			81,288			43,202			36,070
Non-cash interest		—			8,504			—			6,028
Deferred income taxes		2,915			4,447			1,592			1,600
Other		2,534			(1,034	)		256			(718	)
Changes in operating assets and liabilities:
Accounts receivable		(51,367	)		8,754			14,286			(929	)
Deferred commissions		(124,214	)		(135,016	)		(77,371	)		(55,577	)
Prepaid expenses and other assets		912			(32,702	)		(16,805	)		17,119
Accounts payable		3,664			(7,491	)		(4,945	)		(285	)
Accrued expenses and other liabilities		16,205			2,144			(3,825	)		(25,439	)
Deferred revenue		171,247			338,819			106,691			155,126
Net cash provided by (used in) operating activities		(82,785	)		19,287			(49,991	)		(24,205	)
Cash flows from investing activities:
Purchases of property and equipment		(14,986	)		(25,017	)		(9,849	)		(7,867	)
Capitalized internal-use software		(5,463	)		(9,281	)		(4,206	)		(4,622	)
Purchases of investments		(144,288	)		(219,040	)		(81,015	)		(149,836	)
Sale of investments		22,920			35,910			35,910			7,503
Maturities of investments		150,234			92,240			9,940			132,604
Net cash provided by (used in) investing activities		8,417			(125,188	)		(49,220	)		(22,218	)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs		14,979			—			—			—
Proceeds from exercise of stock options		9,204			3,816			2,246			1,951
Repurchases of unvested common stock		(1,311	)		(6	)		(6	)		—
Payments for deferred offering costs		—			(2,725	)		—			(1,225	)
Proceeds from issuance of debt, net of discount		—			171,463			171,463			—
Payments for debt issuance costs		—			(725	)		(725	)		—
Net cash provided by financing activities		22,872			171,823			172,978			726
Effect of exchange rate on cash, cash equivalents, and restricted cash		242			(1,009	)		(1,178	)		879
Net increase (decrease) in cash, cash equivalents, and restricted cash		(51,254	)		64,913			72,589			(44,818	)
Cash, cash equivalents, and restricted cash, beginning of year		126,947			75,693			75,693			140,606
Cash, cash equivalents, and restricted cash, end of year	$	75,693		$	140,606		$	148,282		$	95,788
Supplementary cash-flow disclosure:
Cash paid during the year for:
Income taxes, net of refunds	$	2,505		$	6,018		$	2,407		$	2,643
Non-cash investing and financing activities:
Vesting of early exercised common stock options		751			164			155			—
Transfers of inventory to property and equipment		500			13			—			569
Property and equipment received, included in payables and accrued but not paid		945			1,976			1000			316
Stock-based compensation capitalized in internal-use software		168			45			37			—
Deferred offering costs accrued but not paid		—			300			289			291

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Notes to Consolidated Financial Statements

Note 1—Description of Business

Rubrik, Inc. (“Rubrik” or the “Company”) is on a mission to secure the world’s data. Rubrik offers data security solutions to organizations ranging from the largest companies worldwide to mid-sized smaller customers. The Company was incorporated in December 2013 as ScaleData, Inc., a Delaware corporation, and changed its name to Rubrik, Inc. in October 2014. The Company is headquartered in Palo Alto, California.

Note 2—Summary of Significant Accounting Policies

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements, which include the accounts of Rubrik, Inc. and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Consolidated Financial Information

The accompanying interim consolidated balance sheet as of July 31, 2023, the consolidated statements of operations, comprehensive loss, and cash flows for the six months ended July 31, 2022 and 2023, and the consolidated statement of redeemable convertible preferred stock and shareholders’ deficit for the six months ended July 31, 2022 and 2023 are unaudited. These interim consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state the Company’s financial position as of July 31, 2023 and the results of the Company’s operations and cash flows for the six months ended July 31, 2022 and 2023. The financial data and other financial information disclosed in the notes to these consolidated financial statements related to the six month periods are also unaudited. The results for the six months ended July 31, 2023 are not necessarily indicative of the operating results expected for the full year, or any future interim or annual period.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, the estimation of standalone selling prices for performance obligations, the estimates for material rights, the application of a portfolio approach for capitalization of deferred commission, the determination of the period of benefit for deferred commissions, the determination of fair value of the Company’s common stock, the assessment of goodwill impairment, the incremental borrowing rate used to value operating lease liabilities, the valuation of deferred income tax assets and uncertain tax positions, and contingencies. Management evaluates these estimates and assumptions on an ongoing basis using historical experience and other factors and makes adjustments when facts and circumstances dictate. Actual results could differ materially from these estimates.

Segment information

The Company operates as one operating 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.

F-9

Note 2—Summary of Significant Accounting Policies (continued)

The Company’s long-lived assets consist of property and equipment, net and right-of-use assets (“ROU assets”). Total long-lived assets in the United States were 87%, 83%, and 82% as of January 31, 2022 and 2023 and July 31, 2023 (unaudited), respectively, of the Company’s total long-lived assets.

Revenue by geographical region is discussed below in Note 3.

Revenue recognition

The Company generates revenue primarily from subscription term-based licenses and the related support services, software-as-a-service (“SaaS”), perpetual licenses and the related maintenance, and Rubrik-branded commodity servers (“Rubrik-branded Appliances”). SaaS includes the Company’s Rubrik Security Cloud (“RSC”) offerings, which are hybrid cloud subscription offerings that include a promise to provide software hosted from the cloud (as a service) and the on-premise software licenses. RSC is accounted for as a single performance obligation because the software hosted from the cloud (as a service) and the on-premise software licenses are not separately identifiable and serve together to fulfill the Company’s promise to the customer, which is to provide a single, unified data security solution. The Company’s contracts with customers have a typical stated duration ranging from one to five years, with the majority of contracts having a stated duration of three years. The Company’s contracts with customers are generally non-cancelable and non-refundable. The Company’s contracts with customers, to the extent requiring any on-premise software, can be sold with or without Rubrik-branded Appliances. The Company primarily sells products and services to end users through distributors and resellers (“Channel Partners”). Channel Partners are the Company’s customers.

The Company determines revenue recognition through the following steps:

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

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

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

• Recognition of revenue when, or as, the Company satisfies a performance obligation.

Payment terms on the Company’s contracts range from 30 to 60 days after fulfillment or service commencement date, except for certain contracts, which are billed in installments over the contract term.

The Company determines its transaction price based on the expected amount it is entitled to receive in exchange for transferring promised products and services to the customer. If the transaction price is less than the contractual price, the difference is recorded as a reduction to accounts receivable, net and/or contract assets in the consolidated balance sheets with an offsetting decrease in revenue and/or deferred revenue in the consolidated statements of operations and/or consolidated balance sheets.

Most of the Company’s contracts with customers include multiple products and services. The Company determines performance obligations in a customer contract by assessing whether products and services are capable of being distinct and distinct in the context of the contract, including customer options that are determined to be material rights. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The standalone selling price is determined based on the price at which the performance obligation is sold separately, or if not

F-10

Note 2—Summary of Significant Accounting Policies (continued)

observable through past transactions, is estimated taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. For those that are not sold separately, such as the Company’s software licenses and Rubrik-branded Appliances, standalone selling price is determined based on observable inputs, overall pricing trends, market conditions and other factors, such as the price charged by the Company’s competitors for similar products and services and making necessary adjustments, as appropriate.

Subscription revenue

Subscription revenue includes fees earned from the Company’s subscriptions which includes subscription term-based licenses with the related support services, and SaaS. Support services includes software updates on a when-and-if-available basis, telephone support, integrated web-based support, and Rubrik-branded Appliance support. The Company recognizes revenue for the amount allocated to the subscription term-based license at the later of the license term start date or the date the license is delivered. The Company recognizes the amount allocated to support and SaaS ratably over the support or service period, generally commencing with the date the service is made available to customers. The Company does not recognize software revenue related to the renewal of subscription term-based licenses earlier than the beginning of the related renewal period.

Maintenance revenue

Maintenance revenue represents fees earned from software updates on a when-and-if-available basis, telephone support, integrated web-based support, and Rubrik-branded Appliance support relating to the Company’s perpetual licenses. Maintenance revenue is recognized over the term of the service period.

Other products revenue

Other products revenue represents fees earned from the sale of perpetual licenses, Rubrik-branded Appliances, and professional services.

The Company has determined the Rubrik-branded Appliances and software licenses are separate performance obligations because the Rubrik-branded Appliances and software licenses are not highly interdependent or interrelated and the customer can benefit from the Rubrik-branded Appliances and software licenses separately. The Company does not customize its software licenses and installation services are not required for the software to function.

Rubrik-branded Appliance revenue is recognized when shipped to the customer. The Company’s shipping term is free on board shipping point, which means the control of the Rubrik-branded Appliance is transferred to customers upon shipment. When the Company sells software licenses with Rubrik-branded Appliances, both the Rubrik-branded Appliances’ and software licenses’ revenue are recognized at the same time.

Revenue related to professional services is typically recognized as the services are performed and is less than 10% of the total revenue.

Amounts billed to customers for shipping and handling costs are classified as other products revenue, and the Company’s shipping and handling costs are classified as cost of revenue.

The Company offers rebates to its Channel Partners calculated as a fixed percentage of the total selling price on a revenue contract. The Company accounts for rebates as consideration payable to a customer and records the amounts as a reduction to revenue.

F-11

Note 2—Summary of Significant Accounting Policies (continued)

Judgments

The Company identifies performance obligations in a customer contract by assessing whether products and services are capable of being distinct and distinct in the context of the contract. For the Company’s RSC subscription offerings, this requires significant judgment due to the ongoing interaction between the software hosted from the cloud (as a service) and the on-premise software licenses. The Company has concluded that the software hosted from the cloud (as a service) and software licenses are not distinct from each other in the context of the contract such that revenue from the combined offering should be recognized ratably over the subscription period for which the software hosted from the cloud (as a service) are provided. In reaching this conclusion, the Company considered the nature of the Company’s promise to RSC customers, which is to provide a single, unified data security solution that operates seamlessly across multiple data sources and teams, and gives customers the ability to manage all their data sources consistently and/or in a manner they dictate. The Company only fulfills this multi-faceted promise by providing access to an integrated solution comprised of both cloud-based and on-premise software. The cloud-based software and on-premise software work together to provide features and functionalities necessary to the fulfillment of that promise that neither the software hosted from the cloud (as a service) nor the software licenses could provide on their own or together with third-party resources.

During the year ended January 31, 2023, the Company began offering subscription credits for RSC to qualified customers with Refresh Rights (as defined below) in exchange for relinquishing their existing rights to next-generation Rubrik-branded Appliances at no cost (“Refresh Rights”). These are customer options that are accounted for as material rights. The subscription credits resulted in a significant increase in the value of the existing material rights, primarily because the subscription credits provide more value and increase opportunities for customers to redeem them as compared to the Refresh Rights and will increase the likelihood that qualified customers would redeem the subscription credits in lieu of the Refresh Rights.

The Company’s contracts with customers may include customer options that are material rights. The determination of the likelihood of customers exercising their options requires significant judgment. Management estimates the likelihood of customers exercising their options by taking into account available information such as the number and timing of options exercised or forfeited, and considers other factors such as customer churn that may impact the options that have yet to be exercised or forfeited. Depending on the type of customer option exercised, the amount of consideration allocated to the material rights will be recognized into revenue at a point in time or over time beginning at the date the customer accepts the option. Deferred revenue associated with customer options that are subsequently forfeited will be released into revenue at the time the options are forfeited.

F-12

Note 2—Summary of Significant Accounting Policies (continued)

Timing of revenue recognition (in thousands)

	Year Ended January 31,				Six Months Ended July 31,
	2022		2023		2022		2023
					(unaudited)
Subscription revenue
Products and services transferred over time	$	103,411	$	219,115	$	94,801	$	180,502
Products and services transferred at a point in time		157,132		166,157		88,673		55,352
Maintenance revenue
Products and services transferred over time		91,015		76,220		42,706		22,882
Other products revenue
Products and services transferred over time		13,761		30,742		13,746		15,604
Products and services transferred at a point in time		140,829		107,585		59,448		12,935
Total revenue	$	506,148	$	599,819	$	299,374	$	287,275

Contract assets

The Company invoices its customers in accordance with contractual billing terms established in each contract. As the Company performs under customer contracts, its right to consideration that is unconditional is classified as accounts receivable. If the Company’s right to consideration for such performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenue the Company has recognized in excess of the amount it has billed to the customer is classified as a contract asset. Contract assets are included in prepaid expenses and other current assets and other assets, noncurrent in the consolidated balance sheets. There were $13.7 million, $10.1 million, and $12.7 million contract assets as of January 31, 2022 and 2023 and July 31, 2023 (unaudited), respectively. The decrease was due to a decrease in certain contracts with customers where the timing of revenue recognition differs from the timing of invoicing to the customers. The current and noncurrent contract assets balances as of January 31, 2022 were $8.1 million and $5.6 million, respectively, and as of January 31, 2023 were $5.2 million and $4.9 million, respectively, and as of July 31, 2023 (unaudited) were $8.2 million and $4.5 million, respectively.

Deferred revenue

Deferred revenue, which are contract liabilities, are amounts received or due from customers in advance of the Company’s performance. The current portion of deferred revenue represents the amount that is expected to be recognized as revenue within one year of the consolidated balance sheet date. The Company invoices customers upfront for the majority of contracts and the increase in the Company’s deferred revenue corresponds to an increase in revenue contracts that include SaaS and support in which the Company satisfies its performance obligations typically over the contractual service period. During the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), the Company recognized revenue of approximately $138.5 million, $240.5 million, $128.2 million, and $179.6 million, respectively, pertaining to amounts deferred at the beginning of each respective period.

Transaction price allocated to the remaining performance obligations

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue for contracts that have been invoiced and will be recognized as revenue in future periods.

F-13

Note 2—Summary of Significant Accounting Policies (continued)

As of January 31, 2023 and July 31, 2023 (unaudited), total remaining non-cancelable performance obligations under the Company’s contracts with customers were approximately $924.2 million and $1,092.9 million, respectively. As of January 31, 2023 and July 31, 2023 (unaudited), the Company expects to recognize 40% and 42%, respectively, over the next 12 months with the remaining balance to be recognized as revenue thereafter.

Cost of revenue

Cost of revenue primarily consists of Rubrik-branded Appliances, salaries, benefits, stock-based compensation, hosting costs, and amortization of capitalized internal-use software.

Accounts receivable and allowances

Accounts receivable is recorded at the invoiced amount, net of allowances. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance, as needed.

These allowances are based on the Company’s assessment of the collectibility of accounts by considering the age of the receivable balance, the collection history and type of deals of each customer, and an evaluation of current expected risk of credit loss based on current economic conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectibility by reviewing accounts receivable and contract assets on an aggregated basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with collectibility issues. Amounts deemed uncollectible are recorded as an allowance in the consolidated balance sheets with a charge to general and administrative expense in the consolidated statements of operations.

The Company presents accrued rebates to Channel Partners on a gross basis in accrued expenses and other current liabilities in the consolidated balance sheets as the Company’s intent is to not settle such amounts net against accounts receivable.

Deferred commissions

Deferred commissions consist of incremental costs paid to the Company’s sales force as a result of acquiring a customer contract. The deferred commission amounts are recoverable through the revenue streams that will be recognized under the related contracts. Sales commissions earned are capitalized using a portfolio approach based on characteristics of historical revenue contracts. Sales commissions are amortized as the related performance obligations are satisfied. Commissions related to performance obligations satisfied upon initial delivery of on-premise software licenses and Rubrik-branded Appliances are recorded immediately upon delivery. Commissions related to performance obligations satisfied over time are amortized over the related period of benefit on a straight-line basis. The related period of benefit is determined to be generally four years when renewal commissions are not commensurate with the initial commissions earned. The Company determined the period of benefit by taking into consideration the length of its customer contracts and the useful life of the underlying products and technology sold. Renewal commissions are deferred and then amortized on a straight-line basis over the contractual term, which is generally one year. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations. The Company’s deferred commissions are classified as current and noncurrent assets within the consolidated balance sheets according to when the Company expects to recognize the expense in the consolidated statement of operations.

F-14

Note 2—Summary of Significant Accounting Policies (continued)

Warranties

With respect to the Rubrik-branded Appliance warranty obligation, the Company’s contract manufacturer is generally required to replace defective Rubrik-branded Appliances. Furthermore, the Company’s customer support agreements provide for the same parts replacement that customers are entitled to under the warranty program, except that replacement parts are delivered according to targeted response times to minimize disruption to the customers’ critical business applications. Substantially all customers purchase support agreements.

Given the warranty agreement is with the Company’s contract manufacturers and considering that substantially all products are sold together with support agreements, the Company generally has limited exposure related to warranty costs and therefore no warranty reserve has been recognized for years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited).

Cash, cash equivalents, and restricted cash

The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents are stated at cost, which approximates fair value.

As of January 31, 2022 and 2023 and July 31, 2023 (unaudited), the Company’s restricted cash balance was $4.7 million, $4.8 million, and $6.0 million, respectively. Restricted cash is included within prepaid expenses and other current assets and other assets, noncurrent on the Company’s consolidated balance sheets.

Investments

The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies and accounts for its investments as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, the Company classifies its short-term investments, including securities with stated maturities beyond twelve months, within current assets in the consolidated balance sheets.

Available-for-sale securities are recorded at fair value in each reporting period and are periodically evaluated for unrealized losses. For unrealized losses in securities that the Company intends to hold and it is not more likely than not the Company will be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors.

The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss in other income (expense), net when the impairment is incurred. Unrealized non-credit related losses and unrealized gains are reported as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets until realized. Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.

Fair value measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When

F-15

Note 2—Summary of Significant Accounting Policies (continued)

determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, accounts receivable, net, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short-term nature.

Inventory

Inventory is stated at the lower of cost or net realizable value which approximates actual cost on a first-in, first-out basis.

Property and equipment

Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation. The Company includes the cost to acquire demonstration units and the related accumulated depreciation in property and equipment as such units are not available for sale. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets except for leasehold improvements, which are depreciated over the shorter of the useful life of the improvement or the term of the related lease. The useful lives of property and equipment are as follows:

	Useful lives
Equipment	3 years
Leasehold improvements	Shorter of estimated useful lives of the improvements or remaining related lease term
Furniture and fixtures	5 years

Leases

The Company enters into non-cancellable operating leases for its offices and data centers with various expiration dates through fiscal year 2031. The Company determines if an arrangement contains a lease at inception based on whether it has the right to control the asset during the contract period and other facts and circumstances. The Company currently does not have any finance leases.

The Company recognizes lease liabilities and ROU assets at lease commencement. The Company measures lease liabilities based on the present value of future lease payments. The interest rate implicit in the leases is not readily determinable, and therefore the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the lease liabilities. The Company does not include in the lease term options to extend or terminate the lease unless it is reasonably certain that the Company will exercise such options. The Company accounts for the lease and non-lease components as a single lease component for its real estate leases. The Company measures the ROU assets based on the corresponding lease liabilities adjusted for prepayments made at or before the lease commencement. The Company does not recognize lease liabilities or ROU assets for short-term leases, which have a lease term of twelve months or less.

The Company begins recognizing operating lease cost on a straight-line basis over the lease term when the lessor makes the underlying asset available to the Company. Variable lease payments are expensed as incurred and are not included in the calculation of lease liabilities or ROU assets.

F-16

Note 2—Summary of Significant Accounting Policies (continued)

Software development costs

The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized in accordance with the accounting guidance for software. Because the Company’s current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented.

The Company capitalizes certain costs incurred for the development of computer software for internal-use during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Amortization of capitalized internal-use software costs begins when it is ready for its intended use. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life, which is two to three years. Capitalized internal-use software is included in property and equipment, net in the consolidated balance sheets. The amortization is recorded within subscription cost of revenue in the consolidated statements of operations.

The Company 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.

Research and development

The Company’s research and development expense consists primarily of salaries, benefits, stock-based compensation, third-party infrastructure expenses and depreciation from testing equipment in developing the Company’s offerings, and software and subscription services dedicated for use by the Company’s research and development organization. Research and development costs that do not meet the software development costs capitalization criteria are expensed as incurred.

Goodwill

Goodwill is not amortized but tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate the value may no longer be recoverable. The Company operates in one segment, which is considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. There was no impairment of goodwill as of January 31, 2022 and 2023 and July 31, 2023 (unaudited).

Impairment of long-lived assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability is measured by comparing the net book value to the future undiscounted cash flows attributable to such assets. If impaired, the Company recognizes an impairment charge equal to the amount by which the net book value exceeds its fair value. There was no impairment charge for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited).

Advertising costs

Advertising costs are expensed as incurred in sales and marketing expense in the consolidated statements of operations and amounted to $24.9 million and $33.3 million for the years ended January 31, 2022 and 2023, respectively.

F-17

Note 2—Summary of Significant Accounting Policies (continued)

Deferred offering costs

Deferred offering costs consist of direct incremental accounting, legal, and other fees relating to the Company’s proposed initial public offering (“IPO”). The deferred offering costs will be offset against IPO proceeds upon the consummation of the IPO. In the event that the planned IPO is terminated, deferred offering costs will be immediately expensed in the consolidated statements of operations. As of January 31, 2022, there were no deferred offering costs recorded. As of January 31, 2023 and July 31, 2023 (unaudited), there were $3.0 million and $4.5 million, respectively, of deferred offering costs recorded in other assets, noncurrent in the consolidated balance sheets.

Stock-based compensation expense

The Company measures and recognizes stock-based compensation expense for all stock-based awards, including grants of options to purchase stock and restricted stock units (“RSUs”), made to employees, nonemployees, and the Company’s board of directors (the “Board of Directors”) based on estimated fair values at the date of grant.

The Company uses the Black-Scholes option pricing model to value its options at the date of grant. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for grants that vest based only on a service condition.

The Company granted RSUs that vest upon satisfaction of a service-based condition only and also those that have both a service-based condition and a performance condition. Stock-based compensation expense is not recognized for RSUs which include a performance condition unless the performance condition is probable.

The Company’s use of the Black-Scholes option pricing model to estimate the fair value of stock options granted requires the input of assumptions. These assumptions and estimates are as follows:

Fair value of common stock — The Company must estimate the fair value of common stock as the Company’s common stock is not yet publicly traded. The Board of Directors considers numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous unrelated third-party valuations of the Company’s common stock, (ii) the prices, rights, preferences and privileges of the Company’s Preferred Stock relative to those of its common stock, (iii) the lack of marketability of the Company’s common stock, (iv) actual operating and financial results, (v) current business conditions and projections, (vi) market multiples of comparable companies in the Company’s industry, (vii) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions, (viii) recent secondary stock sales transactions, and (ix) macroeconomic conditions.

Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock option’s vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Expected volatility — Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted-average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the options.

F-18

Note 2—Summary of Significant Accounting Policies (continued)

Risk-free interest rate — The Company uses the U.S. Treasury yield in effect at the time of grant for the expected term of the stock options issued.

Dividend yield — The Company utilizes a dividend yield of zero, as it does not currently issue dividends and does not expect to in the future.

Forfeitures are accounted for as they occur.

Foreign currency

The functional currency of the Company’s foreign subsidiaries is the respective local currency. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency transaction gains and losses are included in other income (expense), net in the consolidated statements of operations. Revenue and expenses are translated at the average exchange rate during the period, and equity balances are translated using historical exchange rates. To date, the Company has not undertaken any hedging transactions related to foreign currency exposure.

Income taxes

The Company accounts for income taxes using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance to amounts that are more likely than not to be realized.

The Company records a liability for uncertain tax positions if it is not more likely than not to be sustained based solely on its technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes.

Concentration of risk

Credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, and accounts receivable. Cash and cash equivalents and short-term investments are primarily held in two financial institutions and, at times, may exceed federally insured limits. The Company grants credit to customers in a wide variety of industries worldwide and generally does not require collateral. The Company has not experienced any credit losses as of January 31, 2023 and July 31, 2023 (unaudited).

F-19

Note 2—Summary of Significant Accounting Policies (continued)

Concentration of revenue and accounts receivable

The following customers individually accounted for 10% or more of total revenues and 10% or more accounts receivable, net:

	Revenue												Accounts Receivable, Net
	Year Ended January 31,						Six Months Ended July 31,						As of January 31,						As of July 31,
	2022			2023			2022			2023			2022			2023			2023
							(unaudited)												(unaudited)
Partner A		37	%		32	%		34	%		30	%		33	%		36	%		29	%
Partner B		31	%		35	%		33	%		35	%		31	%		37	%		32	%
Partner C		12	%		12	%		12	%		11	%		14	%		12	%		11	%
Partner D		*			*			*			*			*			*			10	%

* Less than 10%

Vendor risk

The Company relies on a limited number of suppliers for its contract manufacturing and certain raw material components. In instances where suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorily deliver its products to its customers on time.

The Company uses third-party vendors for delivering its SaaS. While these services are highly available and designed to be resilient to failure of infrastructure, the Company’s services could be significantly impacted if the third-party vendors’ services experience certain types of interruptions.

Recently adopted accounting pronouncements

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers, in order to align the recognition of a contract liability with the definition of a performance obligation. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022, on a prospective basis, with early adoption permitted. The Company adopted this new guidance on February 1, 2022. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

Note 3—Revenue by Geography

The geographic regions are the Americas, EMEA (Europe, the Middle East, and Africa) and APAC (Asia Pacific). The Company operates as one segment. The following table sets forth revenue by geographic area based on ship to address (in thousands):

	Year Ended January 31,				Six Months Ended July 31,
	2022		2023		2022		2023
					(unaudited)
Americas	$	361,860	$	428,304	$	217,944		199,953
EMEA		125,907		149,853	$	71,205		75,876
APAC		18,381		21,662	$	10,225		11,446
Total revenue	$	506,148	$	599,819	$	299,374		287,275

For the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), the United States accounted for $350.0 million, $416.1 million, $119.3 million, and $193.6 million, respectively, or 69%, 69%, 71%, and 67% of consolidated total revenues, respectively.

F-20

Note 4—Financial Instruments

The Company classifies its financial instruments within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. Three levels of input may be used to measure fair value:

• Level 1 – Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 – Observable inputs are quoted for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

• Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. These inputs will be based on the Company’s own assumptions and will require significant management judgement or estimation.

The Company did not have any level 3 investments as of January 31, 2022 and 2023 and July 31, 2023 (unaudited). The following table summarizes the Company’s cash and available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value by significant investment category reported as cash and cash equivalents or short-term investments as of the following periods (in thousands):

										Reported As
As of January 31, 2022	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cash and Cash Equivalents		Short-Term Investments
Cash:	$	55,782	$	—	$	—		$	55,782	$	55,782	$	—
Level 1:
Money market funds		10,237		—		—			10,237		10,237		—
U.S. Treasuries		20,217		—		(88	)		20,129		—		20,129
Subtotal		30,454		—		(88	)		30,366		10,237		20,129
Level 2:
Commercial paper		28,986		—		(8	)		28,978		4,999		23,979
Corporate bonds		19,697		—		(12	)		19,685		—		19,685
U.S. government agencies		4,000		—		(4	)		3,996		—		3,996
Subtotal		52,683		—		(24	)		52,659		4,999		47,660
Total asset measured at fair value	$	138,919	$	—	$	(112	)	$	138,807	$	71,018	$	67,789

F-21

Note 4—Financial Instruments (continued)

										Reported As
As of January 31, 2023	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cash and Cash Equivalents		Short-Term Investments
Cash:	$	79,459	$	—	$	—		$	79,459	$	79,459	$	—
Level 1:
Money market funds		12,734		—		—			12,734		12,734		—
U.S. Treasuries		41,769				(111	)		41,658		5,972		35,686
Subtotal		54,503		—		(111	)		54,392		18,706		35,686
Level 2:
Commercial paper		80,837		5		(31	)		80,811		28,198		52,613
Corporate bonds		62,023		7		(168	)		61,862		—		61,862
U.S. government agencies		19,407		—		(18	)		19,389		9,444		9,945
Subtotal	$	162,267	$	12	$	(217	)	$	162,062	$	37,642	$	124,420
Total asset measured at fair value	$	296,229	$	12	$	(328	)	$	295,913	$	135,807	$	160,106

										Reported As
As of July 31, 2023 (unaudited)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cash and Cash Equivalents		Short-Term Investments
Cash:	$	61,091	$	—	$	—		$	61,091	$	61,091	$	—
Level 1:
Money market funds		28,718		—		—			28,718		28,718		—
U.S. Treasuries		95,125		—		(130	)		94,995		—		94,995
Subtotal		123,843		—		(130	)		123,713		28,718		94,995
Level 2:
Commercial paper		29,743		—		(13	)		29,730		—		29,730
Corporate bonds		28,076		3		(79	)		28,000		—		28,000
U.S. government agencies		19,755		—		(64	)		19,691		—		19,691
Subtotal		77,574		3		(156	)		77,421		—		77,421
Total asset measured at fair value	$	262,508	$	3	$	(286	)	$	262,225	$	89,809	$	172,416

The following table summarizes the estimated fair value of the Company’s investments by their remaining contractual maturity dates (in thousands):

	As of January 31, 2023		As of July 31, 2023
			(unaudited)
Due within one year	$	157,772	$	147,466
Due between one to two years		2,334		24,950
Total	$	160,106	$	172,416

For available-for-sale debt securities that have unrealized losses, the Company evaluates whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before

F-22

Note 4—Financial Instruments (continued)

recovery of the entire amortized cost basis, and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors. Based on this evaluation, the Company determined that for short-term investments, there were no material credit or non-credit related impairments as of January 31, 2022 and 2023 and July 31, 2023.

Note 5—Balance Sheet Components

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	As of January 31,				As of July 31,
	2022		2023		2023
					(unaudited)
Prepaid expenses	$	16,117	$	34,690	$	25,509
Inventory, net		4,445		9,536		5,188
Contract assets, current		8,114		5,230		8,208
Other current assets		4,097		11,280		7,200
Total prepaid expenses and other current assets	$	32,773	$	60,736	$	46,105

Property and equipment, net

Property and equipment, net consisted of the following (in thousands):

	As of January 31,						As of July 31,
	2022			2023			2023
							(unaudited)
Equipment	$	61,754		$	83,282		$	88,017
Capitalized internal-use software		20,150			21,005			25,627
Leasehold improvements		7,186			11,363			12,424
Furniture and fixtures		3,327			3,621			4,197
Total property and equipment, gross		92,417			119,271			130,265
Less: accumulated depreciation and amortization		(56,924	)		(69,977	)		(81,135	)
Total property and equipment, net	$	35,493		$	49,294		$	49,130

Depreciation expense related to the Company’s property and equipment, which did not include amortization expense related to capitalized internal-use software, was $15.7 million, $15.5 million, $7.6 million, and $8.2 million for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), respectively.

Amortization expense relating to capitalized internal-use software was $4.7 million, $6.1 million, $2.6 million, and $3.4 million for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), respectively.

F-23

Note 5—Balance Sheet Components (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 July 31,
	2022		2023		2023
					(unaudited)
Accrued expenses	$	25,871	$	23,852	$	31,548
Accrued bonuses		37,071		40,392		15,627
Accrued sales commissions		24,069		21,581		20,864
Accrued payroll-related expenses, taxes, and benefits		16,359		15,313		11,464
Operating lease liabilities		6,307		9,696		9,092
Other		338		531		574
Total accrued expenses and other current liabilities	$	110,015	$	111,365	$	89,169

Note 6—Leases

The Company has operating leases primarily for its offices. Balance sheet information related to operating leases were as follows (in thousands):

	As of January 31,				As of July 31,
Reported as:	2022		2023		2023
					(unaudited)
Other assets, noncurrent (operating lease ROU asset)	$	30,293	$	33,715	$	29,170
Accrued expenses and other current liabilities (operating lease liabilities, current)		6,307		9,696		9,092
Other liabilities, noncurrent (operating lease liabilities, noncurrent)		26,907		26,648		22,739
Total operating lease liabilities	$	33,214	$	36,344	$	31,831

The Company had operating lease costs of $8.9 million, $10.3 million, $5.0 million, $5.4 million for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $6.5 million, $10.2 million, $5.0 million, and $5.5 million for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), respectively. ROU assets obtained in exchange of lease liabilities for operating leases were $2.3 million, $12.0 million, $9.6 million, and $0.2 million for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), respectively.

Supplemental information related to the remaining lease term and discount rate is as follows:

	As of January 31,						As of July 31,
	2022			2023			2023
							(unaudited)
Weighted-average remaining lease term		5.3 years			4.3 years			4.0 years
Weighted-average discount rate		3.9	%		4.3	%		4.4	%

F-24

Note 6—Leases (continued)

The following table summarizes the maturity of the Company’s operating lease liabilities as of January 31, 2023 (in thousands):

Fiscal years ending January 31,	Operating Leases
2024	$	10,893
2025		8,933
2026		6,881
2027		6,770
2028		5,523
Thereafter		904
Total operating lease payments		39,904
Less: imputed interest		(3,560	)
Total operating lease liabilities	$	36,344

Note 7—Debt

In June 2022, the Company entered into a credit agreement with a consortium of lenders for a total $195.0 million revolving credit facility (the “June 2022 Credit Facility”) consisting of a $175.0 million term loan (the “Closing Date Term Loan”) and $20.0 million committed delayed-draw term loans (the “Delayed Draw Term Loans”) with a maturity date of June 10, 2027. The proceeds of the Delayed Draw Term Loans will be used to pay accrued interest relating to the June 2022 Credit Facility. The Company also has the option to request incremental Delayed Draw Term Loan commitments (the “Supplemental Delayed Draw Term Loans” and, together with the Delayed Draw Term Loans and the Closing Date Term Loan, collectively, the “Loans”). The terms of the Supplemental Delayed Draw Term Loans will be identical to the existing Delayed Draw Term Loans. The Company borrowed the full $175.0 million Closing Date Term Loan with a closing date of June 10, 2022.

Interest will accrue on the Loans, at the Company’s election made at the time of borrowing, at either the Alternate Base Rate (“ABR”) or Secured Overnight Financing Rate (“SOFR”). The Company also has the option to convert all or a portion of the outstanding principal amount to/from a SOFR-based loan to/from an ABR-based loan after the initial election. ABR loans will have an annual interest rate equal to ABR plus 5.5%. ABR is a fluctuating interest rate per annum equal to the highest of: (i) prime rate, (ii) federal funds rate plus 0.5%, or (iii) Term SOFR for 1 month plus 1.0%. SOFR loans will have an annual interest rate equal to Term SOFR plus 6.5%. Term SOFR is a rate per annum equal to the greater of: (i) the floor of 1.0% or (ii) the sum of Term SOFR Reference Rate plus Term SOFR Adjustment applicable to the comparable Interest Period (as defined in the credit agreement). The Company has the option to elect an Interest Period of one, three, or six months on the SOFR loans as long as the election does not extend beyond the maturity date of June 10, 2027. The annual interest rate is subject to the Annualized Subscription Recurring Revenue (the “ASRR”) Interest Decrease and Delayed Draw Term Loan (the “DDTL”) Utilization Interest Increase.

Interest on ABR loans is payable quarterly in arrears. Interest on SOFR loans is payable on the last day of each Interest Period, but if the interest period is more than three months, interest is payable on the last day of each three-month interval after the first day of such Interest Period.

The Company may prepay the Loans at any time. The prepayment amount is subject to a prepayment fee, which starts at 3.0% and reduces to zero beginning the third anniversary from the closing date. Any amounts drawn and repaid or prepaid on the Loans may not be reborrowed.

F-25

Note 7—Debt (continued)

The Company will have the option to fund up to 100% of cash interest with the proceeds of the Delayed Draw Term Loans, subject to a 0.5% increase in the annual interest rate effective from the date of funding for 90 days, or 180 days if the Interest Period for such Delayed Draw Term Loan is six months from the date of funding (the “DDTL Utilization Interest Increase”).

Any time after June 10, 2023, the annual interest rate on all outstanding principal amounts will be reduced by 0.5% if the Company’s ASRR is at least $500 million and the Company delivers a compliance certificate in accordance with the credit agreement (the “ASRR Interest Decrease”).

The credit agreement contains certain covenants that require the Company, among other things, to maintain a specified minimum liquidity amount and minimum ASRR amount. Failure to comply with these covenants, along with other non-financial covenants, could result in an event of default, which may lead to acceleration of the amounts owed and/or the enforcement of other remedies by the lenders.

The Company incurred $4.3 million of debt discount and issuance costs on the $175.0 million Closing Date Term Loan for the year ended January 31, 2023. The debt discount and issuance costs are recorded as a direct deduction from the long-term debt liability and are amortized into interest expense over the contractual term of the Closing Date Term Loan using the effective interest rate of 2.2%.

For the year ended January 31, 2023 and the six months ended July 31, 2022 and 2023 (unaudited), the interest expense relating to the June 2022 Credit Facility was $11.2 million, and $1.9 million, and $11.4 million, respectively, and the amortization of debt discount and issuance costs was $0.5 million, $0.1 million, and $0.3 million, respectively.

For the year ended January 31, 2023 and the six months ended July 31, 2023 (unaudited), the Company borrowed $8.5 million and $6.0 million, respectively, under the Delayed Draw Term Loan to fund the interest payments. During the six months ended July 31, 2022 (unaudited), the Company did not borrow under the Delayed Draw Term Loan to fund interest payments.

As of January 31, 2023 and July 31, 2023 (unaudited), the Company’s outstanding long-term debt balance was $179.7 million and $186.1 million, respectively, net of debt discount and issuance costs of $3.8 million and $3.5 million, respectively.

As of January 31, 2023 and July 31, 2023 (unaudited), the Company was in compliance with all of its debt covenants.

Note 8—Commitments and Contingencies

Purchase commitment

As of January 31, 2023, the Company had remaining purchase commitments of $240.5 million primarily for hosting costs and software and subscription services. As of July 31, 2023 (unaudited), there were no material changes to the Company’s purchase obligations outside the ordinary course of business since January 31, 2023.

Litigation

From time to time, the Company receives inquiries and/or claims or is involved in legal disputes and/or matters. In the opinion of management, any liabilities resulting from these claims will not have a

F-26

Note 8—Commitments and Contingencies (continued)

material adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations, or consolidated statements of cash flows.

Warranties and indemnifications

The Company provides to qualifying customers a services warranty program for recovery of certain expenses related to data recovery and restoration in the event that data backed up using the Company’s solutions cannot be recovered following a ransomware attack. To date, costs relating to the warranty program have not been material.

The Company typically provides indemnification to customers for certain losses suffered or expenses incurred as a result of third-party claims arising from the Company’s infringement of a third-party’s intellectual property. Certain of these indemnification provisions survive termination or the expiration of the applicable agreement. The Company has not incurred a material liability relating to these indemnification provisions, and therefore, has not recorded a liability during any period for these indemnification provisions.

Note 9—Redeemable Convertible Preferred Stock

The authorized, issued and outstanding shares of redeemable convertible preferred stock (“Preferred Stock”) and liquidation preferences as of January 31, 2023 and July 31, 2023 (unaudited) were as follows (in thousands, except share amounts):

	Authorized Shares		Issued and Outstanding Shares		Liquidation Preference		Carrying Value
Series A		15,255,884		15,255,884	$	10,255	$	10,229
Series B		16,751,780		16,751,780		41,000		40,974
Series C		8,937,037		8,937,037		61,250		61,187
Series D		15,406,551		15,406,551		182,600		182,505
Series E		17,831,307		17,831,307		419,995		419,818
		74,182,559		74,182,559	$	715,100	$	714,713

The holders of shares of Preferred Stock have various rights and preferences.

Dividends

The holders of shares of Preferred Stock are entitled to receive noncumulative dividends at the specified dividend rate of $0.053775 per annum for each share of Series A Preferred Stock (“Series A”), $0.1958 per annum for each share of Series B Preferred Stock (“Series B”), $0.5483 per annum for each share of Series C Preferred Stock (“Series C”), $0.9482 per annum for each share of Series D Preferred Stock (“Series D”), and $1.8843 per annum for each share of Series E Preferred Stock (“Series E”), if and when declared by the Board of the Directors. Dividends to holders of Series A, Series B, Series C, Series D, and Series E are to be paid in advance of any distributions to Founders and Common Stockholders.

No dividends have been declared to date.

F-27

Note 9—Redeemable Convertible Preferred Stock (continued)

Liquidation

In the event of a liquidation event, either voluntary or involuntary, the holders of each series of Preferred Stock shall be entitled to receive on a pari passu basis out of the proceeds of assets of the Company available for distribution the greater of (i) an amount equal to the original issue price, as follows: $0.6722 per share for each share of the Series A, $2.4475 per share for each share of the Series B, $6.8535 per share for each share of the Series C, $11.8521 per share for each share of the Series D, $23.5538 per share for each share of the Series E, or (ii) the amount per share that would be payable had all shares of such series of Preferred Stock been converted into Common Stock immediately prior to such Liquidation Event.

Redemption

The holders of Preferred Stock have no voluntary rights to redeem their shares. The Preferred Stock has deemed liquidation provisions which require the shares to be redeemed upon a change in control or other deemed liquidation events. Although the Preferred Stock is not mandatorily or currently redeemable, a deemed liquidation event would constitute a redemption event outside the Company’s control. As a result of these liquidation features, all shares of Preferred Stock have been classified outside of stockholders’ deficit on the consolidated balance sheets. The carrying values of the Company’s Preferred Stock have not been accreted to their redemption values as these events are not considered probable of occurring. Subsequent adjustments of the carrying values to redemption values will be made only if and when it becomes probable the preferred shares will become redeemable.

Conversion

Each share of Series A, Series B, Series C, Series D, and Series E is convertible into Common Stock at any time at the option of the stockholder by dividing $0.6722, $2.4475, $6.8535, $11.8521, and $23.5538, respectively (the original issue price per share, split adjusted) by the applicable conversion price. The initial conversion price per share for Series A, Series B, Series C, Series D, and Series E is $0.6722, $2.4475, $6.8535, $11.8521, and $23.5538, respectively. The conversion price shall be subject to adjustments as set forth in the Company’s amended and restated certificate of incorporation upon the occurrence of certain events, such as stock splits and stock dividends. Each share of Preferred Stock shall automatically convert into shares of Common Stock immediately upon the earlier of (i) 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, as amended, with an aggregate offering price to the public of at least $35 million 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

Each holder of shares of Preferred Stock is entitled to voting rights equivalent to the number of shares of Common Stock into which the respective shares are convertible. Certain transactions require the vote of at least 60% or the holders of majority of the shares of outstanding Preferred Stock.

Note 10—Stockholders’ Deficit and Common Stock

Common stock

The Company has two classes of common stock – Founders Preferred Stock (“Founders Stock”) and Common Stock. Holders of Founders Stock have slightly different rights, including rights with respect to conversion. Subject to certain restrictions, holders of Founders Stock have the right to convert their shares of Founders Stock into an amount of Common Stock equal to $0.000125 (the

F-28

Note 10—Stockholders’ Deficit and Common Stock (continued)

original issue price per share, split adjusted) divided by the applicable conversion price per share. The initial conversion price per share will be $0.000125. The conversion price shall be subject to adjustments as set forth in the Company’s amended and restated certificate of incorporation upon the occurrence of certain events, such as stock splits and stock dividends. Each share of Founders Stock shall automatically convert into shares of Common Stock immediately upon the earlier of (i) the Company’s sale of its Common Stock in a public offering pursuant to a registration statement under the Securities Act of 1933, as amended, (ii) the date, specified by vote or written consent of the holders of a majority of the then outstanding shares of Founders Stock, or (iii) upon the transfer of the Founders Stock unless such transfer is (a) made in connection with an equity financing per the process outlined in the Company’s amended and restated certificate of incorporation or (b) approved by a majority of the Board of Directors. If Founders Stock is purchased by an investor in connection with an equity financing, immediately upon the closing of the equity financing, the Founders Stock would be transferred to the investor and automatically convert into shares of Preferred Stock (“Subsequent Preferred Stock”) issued and sold in such equity financing pursuant to the applicable conversion ratio. For each equity financing, the conversion ratio is equal to one divided by the number of shares of Common Stock into which a share of Subsequent Preferred Stock is convertible into at closing of such equity financing. Unless the holders of a majority of the then outstanding shares of Preferred Stock (voting together as a single class and on an as-converted basis) consent in writing to a greater number, the maximum number of shares of Founders Stock convertible to Subsequent Preferred Stock for each equity financing is 10% of the aggregate number of shares of Subsequent Preferred Stock authorized (“Maximum Founders Stock”). The amount of Founders Stock purchased by an investor in excess of the Maximum Founders Stock will be converted into shares of Common Stock pursuant to the applicable conversion price per share. Founders Stock is not redeemable at the option of the Company or any holder thereof.

Each holder of Founders Stock is entitled to voting rights equivalent to the number of shares of Common Stock into which the Founders Stock are convertible.

The Company had reserved shares of its common stock as follows (in thousands):

	As of January 31, 2023		As of July 31, 2023
			(unaudited)
Conversion of redeemable convertible preferred stock		74,183		74,183
Conversion of founders stock		5,400		5,400
Outstanding stock options		4,098		3,408
Outstanding restricted stock units		39,710		47,650
Shares available for future issuance under the 2014 Plan		16,707		8,784
Total shares of common stock reserved		140,098		139,425

Equity incentive plan

As of January 31, 2023 and July 31, 2023 (unaudited), the Company maintained one stock incentive plan for purposes of granting awards, the Amended and Restated 2014 Stock Option and Grant Plan (the “2014 Plan”). The 2014 Plan permits the grant of incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock unit awards based on, or related to, shares of the Company’s Common Stock. As of January 31, 2023 and July 31, 2023 (unaudited), 16,707,168 shares and 8,784,197 shares, respectively, were available for future issuance under the 2014 Plan.

F-29

Note 10—Stockholders’ Deficit and Common Stock (continued)

Stock options

Options issued under the Plan generally are exercisable for periods not to exceed ten years and generally vest over four years with 25% vesting after one year and the remainder vesting monthly thereafter in equal installments.

A summary of the stock option activity and related information were as follows:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2022		4,693,880		$	5.22		5.9	$	68,795
Granted		178,924			20.87
Exercised		(669,122	)		5.70				9,973
Cancelled		(105,648	)		8.18
Outstanding as of January 31, 2023		4,098,034		$	5.74		5.0	$	66,017
Granted (unaudited)		—
Exercised (unaudited)		(673,658	)		2.90				13,252
Cancelled (unaudited)		(16,790	)		8.73
Outstanding as of July 31, 2023 (unaudited)		3,407,586		$	6.29		4.7	$	59,264
Vested and exercisable as of January 31, 2023		3,883,401		$	5.01		4.8	$	65,387
Vested and exercisable as of July 31, 2023 (unaudited)		3,222,631		$	5.53		4.4	$	58,481

The weighted average grant-date fair value of options granted to employees was $9.01, $14.07, and $11.44 for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 (unaudited), respectively. There were no options granted for the six months ended July 31, 2023 (unaudited).

The intrinsic value of the options exercised represents the difference between the estimated fair market value of the Company’s common stock on the date of exercise and the exercise price of each option. The aggregate intrinsic value of options exercised was $18.3 million, $10.0 million, $6.2 million, and $13.2 million for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), respectively.

The assumptions used in the Black-Scholes option pricing model were as follows:

	Year Ended January 31,
	2022	2023
Expected term (in years)	6.0 — 6.0	6.0 — 6.0
Expected volatility	59.4% — 60.6%	58.2% — 83.2%
Risk-free interest rate	0.9% — 1.3%	2.7% — 3.8%
Dividend yield	—	—

As of January 31, 2023 and July 31, 2023 (unaudited), there was approximately $2.6 million and $2.1 million, respectively, of unrecognized stock-based compensation expense related to outstanding stock options which is expected to be recognized over a weighted average period of 3.2 years and 2.8 years, respectively.

F-30

Note 10—Stockholders’ Deficit and Common Stock (continued)

Restricted stock units

The Company grants RSUs with a service-based condition and a performance condition. The performance condition shall be satisfied on the first to occur of (i) immediately prior to a sale event, as defined in the 2014 Plan, or (ii) the Company’s IPO, as defined in the 2014 Plan, in either case, occurring prior to the expiration date. The underlying common stock associated with the RSUs will not be issued until the future performance condition is met. RSUs issued under the 2014 Plan typically have an expiry period of seven years from grant date.

A summary of the RSU activity and related information is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding as of January 31, 2022		31,209,565		$	11.31
Granted		11,195,973			19.92
Vested		(54,010	)		8.48
Forfeited		(2,641,160	)		14.75
Outstanding as of January 31, 2023		39,710,368		$	13.51
Granted (unaudited)		9,692,906			21.94
Vested (unaudited)		—			—
Forfeited (unaudited)		(1,753,145	)		14.98
Outstanding as of July 31, 2023 (unaudited)		47,650,129		$	15.17

The total fair value of RSUs vested with a service-based condition only and a vesting period of four years was $14.7 million, $1.1 million, and $1.1 million and the Company recognized $7.5 million, less than $0.1 million, and less than $0.1 million stock-based compensation expense for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 (unaudited), respectively. All RSUs with only a serviced-based condition have been fully vested as of January 31, 2023. There was no remaining unrecognized stock-based compensation expense relating to RSUs with a service-based condition only as of January 31, 2023.

No stock-based compensation expense has been recognized for RSUs granted where the achievement of the performance condition was determined to not be probable. In the period in which the Company’s IPO or sale is completed, the Company will record a cumulative stock-based compensation expense for the RSUs which included a performance condition using the accelerated attribution method based on the grant-date fair value of the RSUs. The unrecognized stock-based compensation expense relating to RSUs that include a performance condition was $536.7 million and $723.2 million as of January 31, 2023 and July 31, 2023 (unaudited), respectively.

F-31

Note 10—Stockholders’ Deficit and Common Stock (continued)

Stock-based compensation expense

Total stock-based compensation expense included in the Company’s consolidated statements of operations was as follows (in thousands):

	Year Ended January 31,				Six Months Ended July 31,
	2022		2023		2022		2023
					(unaudited)
Cost of revenue
Subscription	$	1,175	$	53	$	45	$	4
Maintenance		816		34		31		—
Other products		485		140		129		6
Research and development		16,064		3,044		2,144		803
Sales and marketing		15,050		2,399		1,333		762
General and administrative		11,476		1,284		1,222		57
Total stock-based compensation expense	$	45,066	$	6,954	$	4,904	$	1,632

Secondary sales of common stock

During the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited), certain existing investors acquired 1.5 million, 0.3 million, and 0.1 million, and 0.2 million shares of outstanding common stock, respectively, from employees at purchase prices in excess of the estimated fair value at the time of the secondary sales transactions. As a result, the Company recorded a total of $32.3 million, $5.0 million, and $3.6 million, and $1.2 million, respectively, in stock-based compensation expense for the difference between the price paid by these investors and the estimated fair value on the date of the transaction for the years ended January 31, 2022 and 2023 and the six months ended July 31, 2022 and 2023 (unaudited). This expense was recorded in cost of revenue and operating expenses in the consolidated statements of operations. In connection with these secondary sales of common stock, the Company either waived or assigned its rights of first refusal or other transfer restrictions applicable to such shares or waited for its rights of first refusal period to expire.

Note 11—Net Loss Per Share

The Company computes net loss per share of common stock in conformity with the two-class method required for participating securities. The Company considers all series of Preferred Stock to be participating securities as the holders of the Preferred Stock are entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The holders of the Preferred Stock do not have a contractual obligation to share in the Company’s losses. As such, the Company’s net losses for all periods presented were not allocated to these participating securities.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including common stock issuable upon conversion of the Preferred Stock, issued and outstanding common stock options, unvested RSUs issued and outstanding, and unvested shares subject to repurchase, to the extent they are dilutive.

F-32

Note 11—Net Loss Per Share (continued)

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts):

	Year Ended January 31,						Six Months Ended July 31,
	2022			2023			2022			2023
							(unaudited)
Net loss	$	(254,404	)	$	(277,746	)	$	(128,718	)	$	(170,394	)
Weighted-average common stock shares used in computing net loss per share, basic and diluted		52,452			54,190			54,011			54,721
Weighted-average founders stock shares used in computing net loss per share, basic and diluted		5,400			5,400			5,400			5,400
Net loss per common stock share, basic and diluted	$	(4.40	)	$	(4.66	)	$	(2.17	)	$	(2.83	)
Net loss per founders stock share, basic and diluted	$	(4.40	)	$	(4.66	)	$	(2.17	)	$	(2.83	)

Since the Company was in a loss position for all periods presented, basic net loss per share was the same as diluted net loss per share as the inclusion of all potential common shares issued and outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):

	Year Ended January 31,				Six Months Ended July 31,
	2022		2023		2022		2023
					(unaudited)
Conversion of Preferred Stock		74,183		74,183		74,183		74,183
Issued and outstanding common stock options		4,694		4,098		4,283		3,408
Unvested RSUs issued and outstanding		31,210		39,710		37,533		47,650
Unvested shares subject to repurchase		21		—		9		—
Total		110,108		117,991		116,008		125,241

Note 12—Income Taxes

U.S. and foreign components of consolidated loss before income taxes were as follows (in thousands):

	Year Ended January 31,
	2022			2023
Domestic	$	(274,287	)	$	(296,975	)
Foreign		24,726			27,825
Loss before incomes taxes	$	(249,561	)	$	(269,150	)

F-33

Note 12—Income Taxes (continued)

The provision for income taxes are as follows (in thousands):

	Year Ended January 31,
	2022		2023
Current:
Federal	$	—	$	—
State		141		189
Foreign		1,789		3,959
Total current provision for income taxes		1,930		4,148
Deferred:
Federal		—		—
State		—		—
Foreign		2,913		4,448
Total deferred provision for income taxes		2,913		4,448
Total provision for income taxes	$	4,843	$	8,596

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

	Year Ended January 31,
	2022			2023
Provision at federal statutory rate		21.0	%		21.0	%
State, net of federal benefit		2.4			3.5
Stock-based compensation		(2.3	)		(0.3	)
Impact of foreign operations		(1.7	)		(2.8	)
Change in valuation allowance		(23.7	)		(27.8	)
Research and development credits		2.4			4.0
Other adjustments		—			(0.8	)
Effective income tax rate		(1.9	)%		(3.2	)%

F-34

Note 12—Income Taxes (continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes at the enacted rates. The significant components of the Company’s deferred tax assets and liabilities at January 31, 2022 and 2023 were as follows (in thousands):

	Year Ended January 31,
	2022			2023
Deferred tax assets:
Net operating loss carryforwards	$	172,447		$	176,159
Capitalized research and development expenditures		—			35,717
Research and development tax credit carryforward		31,086			44,696
Deferred revenue		41,712			60,617
Stock-based compensation		4,776			4,222
Operating lease liabilities		7,872			8,519
Other		7,295			14,717
Total deferred tax assets		265,188			344,647
Less: valuation allowance		(244,656	)		(319,413	)
Total deferred tax assets, net		20,532			25,234
Deferred tax liabilities:
State income taxes		(8,800	)		(12,412	)
Capitalized internal-use software		(2,634	)		(3,498	)
ROU asset		(7,116	)		(7,765	)
Other		(5,701	)		(9,725	)
Total deferred tax liabilities		(24,251	)		(33,400	)
Net deferred tax liabilities	$	(3,719	)	$	(8,166	)

As required by the 2017 Tax Cuts and Jobs Act, effective February 1, 2022, the Company’s research and development expenditures were capitalized and amortized resulting in an increase to its deferred tax assets fully offset by its valuation allowance.

The valuation allowance increased by $59.2 million and $74.8 million for the years ended January 31, 2022 and January 31, 2023, respectively. The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a valuation allowance has been recorded. These factors include the Company’s history of net losses since its inception, expected near-term future losses, and the absence of taxable income in prior carryback years. The Company expects to maintain a valuation allowance until circumstances change.

As of January 31, 2022 and 2023, the Company had U.S. federal net operating loss carryforwards of approximately $723.7 million and $728.9 million, respectively, and state net operating loss carryforwards of approximately $279.7 million and $311.5 million, respectively. The Company did not have any foreign net operating loss carryforwards as of January 31, 2022 and 2023. A portion of the U.S. federal net operating loss carryovers will begin to expire in fiscal 2035. The state net operating loss carryovers as of January 31, 2023 will begin to expire in fiscal 2026.

As of January 31, 2022 and 2023, the Company had U.S. federal research and development tax credit carryforwards of approximately $20.0 million and $30.1 million, respectively, and if not utilized, will begin to expire in fiscal 2036. As of January 31, 2022 and 2023, the Company had state research

F-35

Note 12—Income Taxes (continued)

and development tax credit carryforwards of approximately $18.8 million and $25.7 million, respectively. The state credit will carry forward indefinitely.

Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to the “ownership change” limitation provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization.

The Company’s unrecognized tax benefits relate to U.S. federal and California research tax credits. These tax credits have not been utilized on any tax return and currently have no impact on the Company’s tax expense due to the Company’s operating losses and the related valuation allowances. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands):

	As of January 31,
	2022			2023
Unrecognized tax benefits at beginning of period	$	6,551		$	7,811
Increases (decreases) related to prior year tax positions		(408	)		463
Increases related to current year tax positions		1,668			2,932
Unrecognized tax benefits at end of period	$	7,811		$	11,206

The Company will recognize accrued interest and penalties related to unrecognized tax benefits in its income tax expense. To date, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties.

The Company files income tax returns with the U.S. federal government and certain state and foreign jurisdictions. The Company’s tax returns remain open to examination for the periods ended January 31, 2016 to January 31, 2023.

For the Six Months Ended July 31, 2022 and 2023

The Company’s provision for income taxes was $3.7 million and $4.3 million for the six months ended July 31, 2022 and 2023 (unaudited), respectively, and primarily consisted of foreign taxes on its international operations and U.S. state income taxes.

The Company continues to maintain a full valuation allowance for its U.S. federal and state net deferred tax assets as it is more likely than not that some or all of those net deferred tax assets may not be realized based on the Company’s history of losses.

Note 13—Subsequent Events

The Company has evaluated subsequent events through June 1, 2023, the date the financial statements are issued.

Note 14—Subsequent Events (unaudited)

In August 2023, the Company amended and restated the June 2022 Credit Facility (the “Amended Credit Facility”) to increase the total borrowing capacity thereunder to $330.0 million, consisting of initial term loans in an aggregate principal amount of approximately $289.5 million and delayed draw term loan

F-36

Note 14—Subsequent Events (unaudited)

commitments in an aggregate principal amount of approximately $40.5 million. The Amended Credit Facility will mature in August 2028. The Company borrowed the full amount of the initial term loans and approximately $4.1 million of delayed draw term loans under the Amended Credit Facility on the closing date of the Amended Credit Facility in order to (i) refinance and replace in full the outstanding term loans under the June 2022 Credit Facility, (ii) finance the consideration for the acquisition of Laminar (as defined below), and (iii) pay the accrued quarterly interest under the June 2022 Credit Facility then due. Borrowings under the Amended Credit Facility will bear interest, at the Company’s option, at a rate per annum equal to (i) (x) a base rate equal to the highest of (A) the prime rate as published by The Wall Street Journal, (B) the federal funds rate plus 0.50% and (C) an adjusted SOFR rate for a one-month interest period plus 1.00% plus (y) a margin of 6.00% or (ii) an adjusted SOFR rate for a selected interest period plus a margin of 7.00%. The Company has the option to elect to fund up to 100% of the interest payments under the Amended Credit Facility with the incurrence of additional delayed draw term loans, subject to a temporary increase of 0.5% in the annual interest rate due on outstanding term loans for a period of 90 to 180 days from the latest date of incurrence of such additional delayed draw term loans. The annual interest rate on outstanding term loans under the Amended Credit Facility can also decrease by 0.5% if the Company achieves certain financial targets. In connection with each of the Existing Credit Facility and the Amended Credit Facility, the Company was also required to pay customary fees for a credit facility of this size and type, including an upfront fee. The Company has the option to prepay the loans under the Amended Credit Facility at any time subject to a prepayment premium of (i) 1.50% in the first year following the closing of the Amended Credit Facility, (ii) 0.50% in the second year following the closing of the Amended Credit Facility, and (iii) 0.0% thereafter.

In August 2023, the Company acquired Laminar Technologies, Inc. (“Laminar”), a data security posture management platform for an estimated transaction value of $130.0 million, subject to certain adjustments, with $115.0 million paid in cash and the remainder in common stock. The acquisition of Laminar will support Rubrik’s leadership position as a data security platform provider and help accelerate the Company’s cyber posture offerings. The Company has not completed its acquisition accounting for this transaction and is in the process of evaluating the impact of the business combination in its consolidated financial statements.

The Company has evaluated subsequent events through September 5, 2023, the date the unaudited interim financial statements were available for issuance.

F-37

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission, or the SEC, registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee, and the exchange listing fee.

	Amount
SEC registration fee	$	*
FINRA filing fee		*
Exchange listing fee		*
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent fees and expenses		*
Printing and engraving expenses		*
Miscellaneous expenses		*
Total expenses	$	*

* To be filed by amendment

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act. Our amended and restated certificate of incorporation that will be in effect immediately prior to the closing of this offering permits indemnification of our directors, officers, employees, and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws that will be in effect immediately prior to the closing of this offering provide that we will indemnify our directors and officers and permit us to indemnify our employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

We have entered into indemnification agreements with our directors and officers, whereby we have agreed to indemnify our directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee, or agent of ours, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, our best interest.

The indemnification provisions 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

II-1

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, there is no pending litigation or proceeding involving a director or officer of ours regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his or her capacity as such.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.

Item 15. Recent Sales of Unregistered Securities.

Since February 1, 2020, we have issued the following unregistered securities:

Preferred Stock Issuances

1. Between October 2020 and July 2021, we issued and sold an aggregate of 6,219,590 shares of our Series E redeemable convertible preferred stock to 15 accredited investors at a price per share of $23.5538 for an aggregate purchase price of $146.5 million.

Plan-Related Issuances

2. Since                 , we have issued to our directors, officers, employees, consultants, and other service providers an aggregate of                  shares of our common stock at per share purchase prices ranging from $                 to $                 pursuant to exercises of options under our 2014 Stock Plan, or 2014 Plan.

3. Since                 , we have granted to our directors, officers, employees, consultants, and other service providers options to purchase                  shares of our common stock with per share exercise prices ranging from $                 to $                 under our 2014 Plan.

4. Since                 , we have granted to our directors, officers, employees, consultants, and other service providers restricted stock units to purchase                  shares of our common stock under our 2014 Plan.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3 (b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. 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 on the share 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.

II-2

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit Number	Description of Exhibit
1.1*	Form of Underwriting Agreement.
3.1#	Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.
3.2*	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of this offering.
3.3#	Bylaws of the Registrant, as currently in effect.
3.4*	Form of Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering.
4.1*	Form of Class A Common Stock Certificate of the Registrant.
4.2#	Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 7, 2018.
5.1*	Opinion of Cooley LLP.
10.1+#	Amended and Restated 2014 Stock Option and Grant Plan.
10.2+#	Forms of Stock Option Grant Notice, Stock Option Agreement, and Notice of Exercise, Restricted Stock Award Agreement, and Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Stock Option and Grant Plan.
10.3+*	2023 Equity Incentive Plan.
10.4+*	Forms of Stock Option Grant Notice, Stock Option Agreement, and Notice of Exercise, Restricted Stock Award Agreement, and Restricted Stock Unit Award Agreement under the 2023 Stock Option and Grant Plan.
10.5+*	2023 Employee Stock Purchase Plan.
10.6+*	Non-Employee Director Compensation Policy.
10.7+	Severance and Change in Control Plan.
10.8+*	Form of Indemnity Agreement entered into by and between the Registrant and each director and executive officer.
10.9+	Confirmatory Offer Letter, dated September 5, 2023, by and between the Registrant and Bipul Sinha.
10.10+	Confirmatory Offer Letter, dated September 5, 2023, by and between the Registrant and Kiran Choudary.
10.11+	Confirmatory Offer Letter, dated September 5, 2023, by and between the Registrant and Arvind Nithrakashyap.
10.12+	Confirmatory Offer Letter, dated September 5, 2023, by and between the Registrant and Brian McCarthy.
10.13#	Sublease, dated September 24, 2018, by and between the Registrant and Pivotal Software, Inc.
10.14#	First Amendment to Sublease, dated December 4, 2020, by and between the Registrant and Pivotal Software, Inc.
10.15	Amended and Restated Credit Agreement, dated August 17, 2023, by and between the Registrant and Goldman Sachs BDC, Inc.
10.16#	Original Equipment Manufacturer (OEM) Purchase Agreement, dated November 19, 2020, by and between the Registrant and Super Micro Computer, Inc.
10.17#	Distribution Addendum to the OEM Purchase Agreement, dated May 27, 2022, by and between the Registrant and Super Micro Computer, Inc.

II-3

Exhibit Number	Description of Exhibit
21.1	List of subsidiaries of the Registrant.
23.1*	Consent of KPMG LLP, independent registered public accounting firm.
23.2*	Consent of Cooley LLP (including in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page to this registration statement).
107*	Filing Fee Table.

* To be submitted by amendment.

# Previously filed.

+ Indicates management contract or compensatory plan.

(b) Financial Statement Schedules.

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or 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 may be permitted to directors, officers, and controlling persons of the registrant under the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on                     , 2023.

RUBRIK, INC.
By:
	Bipul Sinha
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bipul Sinha, Kiran Choudary, and Peter McGoff, 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 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Bipul Sinha	Chief Executive Officer and Director (Principal Executive Officer)	, 2023
Kiran Choudary	Chief Financial Officer (Principal Financial and Accounting Officer)	, 2023
Arvind Nithrakashyap	Chief Technology Officer and Director	, 2023
Asheem Chandna	Director	, 2023
R. Scott Herren	Director	, 2023

II-5

Signature	Title	Date
Mark D. McLaughlin	Director	, 2023
Ravi Mhatre	Director	, 2023
Enrique Salem	Director	, 2023
John W. Thompson	Director	, 2023
Yvonne Wassenaar	Director	, 2023

II-6

EX-10.7

Exhibit 10.7

RUBRIK, INC.

SEVERANCE AND CHANGE IN CONTROL PLAN

EFFECTIVE DATE: JUNE 22, 2023

Section 1. INTRODUCTION.

The Rubrik, Inc. Severance and Change in Control Plan (the “Plan”) is hereby established by the Board of Directors of the Company effective upon the Effective Date written above. The purpose of the Plan is to provide for severance and/or Change in Control (as defined below) benefits to eligible employees of the Company Group under circumstances described in the Plan. This Plan document also is the Summary Plan Description for the Plan.

For purposes of the Plan, the following terms are defined as follows:

(a) “Affiliate” means any corporation (other than the Company) in an “unbroken chain of corporations” beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(b) “Base Salary” means base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation) as in effect prior to any reduction that would give rise to an employee’s right to a resignation for Good Reason (if applicable).

(c) “Cause” means, with respect to a particular employee, the employee’s (i) dishonest statements or acts with respect to the Company or any Affiliate, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii) commission or attempted commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) failure to perform the employee’s assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the employee by the Company; (iv) gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate; (v) material violation of any provision of any agreement(s) between the employee and the Company or of any statutory duty owed to the Company, or of any material Company policy; (vi) unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (vii) breach of a fiduciary duty to the Company. The determination whether a termination is for Cause shall be made by the Plan Administrator in its sole and exclusive judgment and discretion.

(d) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events; provided, however, to the extent necessary to avoid adverse personal income tax consequences to the employee in connection with the Plan, such event also constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder):

(1) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;

(2) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(3) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(4) individuals who, as of the date the Company’s securities first become traded on the New York Stock Exchange or the Nasdaq Stock Market, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

2.

Notwithstanding the foregoing or any other provision of this Plan, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

(e) “Change in Control Period” means the period commencing three months prior to, and ending 12 months following, the Closing of a Change in Control.

(f) “Closing” means the initial closing date of the Change in Control as set forth in the definitive agreement executed in connection with the Change in Control. In the case of a series of transactions constituting a Change in Control, “Closing” means the first closing that satisfies the threshold of the definition for a Change in Control.

(g) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(h) “Committee” means the Board of Directors or the Compensation Committee of the Board of Directors of the Company.

(i) “Company” means Rubrik, Inc. or, following a Change in Control, the surviving entity resulting from such event.

(j) “Company Group” means the Company and its Affiliates.

(k) “Confidentiality Agreement” means the Company Group’s standard form of Employee Confidential Information and Invention Assignment Agreement or any similar or successor document.

(l) “Covered Termination” means, with respect to an employee, a termination of employment that is due to (1) a termination by the Company Group without Cause (and other than as a result of the employee’s death or Disability) or (2) the employee’s resignation for Good Reason, and in either case of (1) or (2), results in such employee’s Separation from Service.

(m) “Disability” means any physical or mental condition which renders an employee incapable of performing the work for which such employee was employed by the Company or similar work offered by the Company Group. The Disability of an employee shall be established if (i) the employee satisfies the requirements for benefits under the Company Group’s long-term disability plan or (ii) if no long-term disability plan, the employee satisfies the requirements for Social Security disability benefits.

(n) “Eligible Employee” means an employee of the Company Group that meets the requirements to be eligible to receive Plan benefits as set forth in Section 2.

(o) “Equity Plan” means the Rubrik, Inc. Amended and Restated 2014 Stock Option and Grant Plan, as amended from time to time, or any successor plan thereto.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

3.

(q) “Exchange Act Person” means any natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any subsidiary of the Company, (ii) any employee benefit plan of the Company or any subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date of the Plan, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(r) “Good Reason” for an employee’s resignation means the undertaking of any of the following by the Company Group (i) without the employee’s written consent and (ii) on or after such employee becomes eligible to participate in the Plan:

(1) a material reduction in a such employee’s base salary (unless pursuant to a salary reduction program applicable generally to similarly situated employees of the Company Group);

(2) relocation of such employee’s principal place of employment with the Company Group (or successor to the Company, if applicable) to a place that increases such employee’s one-way commute by more than fifty (50) miles as compared to such employee’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); provided that (i) if such employee’s principal place of employment is such employee’s personal residence, this clause (2) shall not apply and (ii) if the employee works remotely during any period in which such employee’s regular principal office location is a Company Group office that is closed, then neither the employee’s relocation to remote work or back to the office from remote work will be considered a relocation of such employee’s principal office location for purposes of this definition;

(3) a material breach by the Company Group of any provision of the Plan or any other material agreement between such employee and the Company Group concerning the terms and conditions of such employee’s employment with the Company Group; or

(4) a material diminution of the employee’s authority, duties or responsibilities.

Notwithstanding the foregoing, in order for the employee’s resignation to be deemed to have been for Good Reason, the employee must (a) provide written notice to the Company Group of such employee’s intent to resign for Good Reason within 30 days after the first occurrence of the event giving rise to Good Reason, which notice shall describe the event(s) the employee believes give rise to Good Reason; (b) allow the Company Group at least 30 days from receipt of the written notice to cure the event (such period, the “Cure Period”), and (c) if the event is not reasonably cured within the Cure Period, the employee’s resignation from all positions held with the Company Group is effective not later than 30 days after the expiration of the Cure Period.

4.

(s) “Own,” “Owned,” “Owner,” “Ownership” means that a person or entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(t) “Participation Agreement” means an agreement between an employee and the Company in substantially the form of APPENDIX A attached hereto, and which may include such other terms as the Committee deems necessary or advisable in the administration of the Plan.

(u) “Plan Administrator” means the Committee prior to the Closing and the Representative upon and following the Closing, as applicable.

(v) “Representative” means one or more members of the Committee or other persons or entities designated by the Committee prior to or in connection with a Change in Control that will have authority to administer and interpret the Plan upon and following the Closing as provided in Section 9(a).

(w) “Section 409A” means Section 409A of the Code and the treasury regulations and other guidance thereunder and any state law of similar effect.

(x) “Separation from Service” means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder.

Section 2. ELIGIBILITY FOR BENEFITS.

(a) Eligible Employee. An employee of the Company Group is eligible to participate in the Plan if: (i) the Plan Administrator has designated such employee as eligible to participate in the Plan by providing such employee a Participation Agreement; (ii) such employee has signed and returned such Participation Agreement to the Company Group within the time period required therein; and (iii) such employee meets the other Plan eligibility requirements set forth in this Section 2 and in the Participation Agreement. The determination of whether an employee is an Eligible Employee shall be made by the Plan Administrator, in its sole discretion, and such determination shall be binding and conclusive on all persons.

(b) Release Requirement. Except as otherwise provided in an individual Participation Agreement, in order to be eligible to receive benefits under the Plan, the employee also must execute a general waiver and release, in such a form as provided by the Company (the “Release”), within the applicable time period set forth therein, and such Release must become effective in accordance with its terms, which must occur in no event more than 60 days following the date of the applicable Covered Termination.

(c) Plan Benefits Provided In Lieu of Any Previous Benefits. Except as otherwise provided in an individual Participation Agreement, the Plan shall supersede any change in control or severance benefit plan, policy or practice previously maintained by the Company Group with respect to an Eligible Employee and any change in control or severance benefits in any individually negotiated employment offer letter, contract or other agreement between the

5.

Company Group and an Eligible Employee. Notwithstanding the foregoing, the Eligible Employee’s outstanding equity awards shall remain subject to the terms of the Equity Plan or other applicable equity plan under which such awards were granted (including the award documentation governing such awards) that may apply upon a Change in Control and/or termination of such employee’s service and no provision of the Plan shall be construed as to limit the actions that may be taken, or to violate the terms, thereunder.

(d) Exceptions to Severance Benefit Entitlement. An employee who otherwise is an Eligible Employee will not receive benefits under the Plan in the following circumstances, as determined by the Plan Administrator in its sole discretion:

(1) The employee’s employment is terminated by the Company Group for any reason (including due to the employee’s death or Disability) or the employee voluntarily terminates employment with the Company Group in any manner, and in either case, such termination does not constitute a Covered Termination. Voluntary terminations include, but are not limited to, resignation, retirement, job abandonment or failure to return from a leave of absence on the scheduled date.

(2) The employee voluntarily terminates employment with the Company Group in order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company Group.

(3) The employee is offered an identical or substantially equivalent or comparable position with the Company Group. For purposes of the foregoing, a “substantially equivalent or comparable position” is one that provides the employee substantially the same level of responsibility and compensation and would not give rise to the employee’s right to a resignation for Good Reason.

(4) The employee is offered immediate reemployment by a successor to the Company or an Affiliate or by a purchaser of the Company’s assets, as the case may be, following a Change in Control and the terms of such reemployment would not give rise to the employee’s right to a resignation for Good Reason. For purposes of the foregoing, “immediate reemployment” means that the employee’s employment with the successor to the Company or an Affiliate or the purchaser of its assets, as the case may be, results in uninterrupted employment such that the employee does not incur a lapse in pay or benefits as a result of the change in ownership of the Company or the sale of its assets. For the avoidance of doubt, an employee who becomes immediately reemployed as described in this Section 2(d)(4) by a successor to the Company or an Affiliate or by a purchaser of the Company’s assets, as the case may be, following a Change in Control shall continue to be an Eligible Employee following the date of such reemployment.

(5) The employee is rehired by the Company Group and recommences employment prior to the date severance benefits under the Plan are scheduled to commence.

(e) Termination of Severance Benefits. In addition to any other potential reduction or termination of severance benefits set forth in the Plan, an Eligible Employee’s right to receive severance benefits under the Plan shall terminate immediately if, at any time prior to or during the period for which the Eligible Employee is receiving severance benefits under the Plan, the Eligible Employee:

6.

(1) willfully breaches any material statutory, common law, or contractual obligation to the Company Group (including, without limitation, the contractual obligations set forth in the Confidentiality Agreement and any other confidentiality, non-disclosure and developments agreement, non-competition, non-solicitation, or similar type agreement between the Eligible Employee and the Company Group, as applicable);

(2) fails to enter into the terms of the Confidentiality Agreement; or

(3) without the prior written approval of the Plan Administrator, engages in a Prohibited Action (as defined below). In addition, if benefits under the Plan have already been paid to the Eligible Employee and the Eligible Employee subsequently engages in a Prohibited Action during the Prohibited Period (as defined below) (or it is determined that the Eligible Employee engaged in a Prohibited Action prior to receipt of such benefits), any benefits previously paid to the Eligible Employee shall be subject to recoupment by the Company Group on such terms and conditions as shall be determined by the Plan Administrator, in its sole discretion. The “Prohibited Period” shall commence on the date of the Eligible Employee’s Covered Termination and continue for the number of months corresponding to the Severance Period set forth in such Eligible Employee’s Participation Agreement. A “Prohibited Action” shall occur if the Eligible Employee breaches a material provision of the Confidentiality Agreement and/or any obligations of confidentiality, non-solicitation, non-disparagement, no conflicts or non-competition set forth in the Eligible Employee’s employment agreement, offer letter, any other written agreement between the Eligible Employee and the Company Group, or under applicable law or if the Eligible Employee otherwise engages in willful misconduct that would have materially violated a Company policy or the Company’s Code of Conduct if the Eligible Employee was still employed by the Company at the time of such action.

Section 3. AMOUNT OF BENEFITS.

(a) Benefits in Participation Agreement. Benefits under the Plan shall be provided to an Eligible Employee as set forth in the Participation Agreement.

(b) Additional Benefits. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide benefits to individuals who are not Eligible Employees (“Non-Eligible Employees”) chosen by the Plan Administrator, in its sole discretion, and the provision of any such benefits to a Non-Eligible Employee shall in no way obligate the Company Group to provide such benefits to any other individual, even if similarly situated. If benefits under the Plan are provided to a Non-Eligible Employee, references in the Plan to “Eligible Employee” (and similar references) shall be deemed to refer to such Non-Eligible Employee.

(c) Certain Reductions. In addition to Section 2(e) above, the Company, in its sole discretion, shall have the authority to reduce an Eligible Employee’s severance benefits, in whole or in part, by any other severance benefits, pay and benefits provided during a period following written notice of a business closing or mass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to the Eligible Employee by the Company Group that

7.

become payable in connection with the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act or any other similar state law, or (ii) any Company Group policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment. Any such reductions that the Company determines to make pursuant to this Section 3(c) shall be made such that any severance benefit under the Plan shall be reduced solely by any similar type of benefit under such legal requirement, agreement, policy or practice (i.e., any cash severance benefits under the Plan shall be reduced solely by any cash payments or severance benefits under such legal requirement, agreement, policy or practice). The Company’s decision to apply such reductions to the severance benefits of one Eligible Employee and the amount of such reductions shall in no way obligate the Company to apply the same reductions in the same amounts to the severance benefits of any other Eligible Employee. In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized as payments pursuant to the Company’s statutory obligation.

(d) Parachute Payments. If any payment or benefit an Eligible Employee will or may receive from the Company Group or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Eligible Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for the Eligible Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

Notwithstanding any provisions in this Section 3(d) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for the Eligible Employee as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

8.

The Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section 3(d). The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. If the Eligible Employee receives a Payment for which the Reduced Amount was determined pursuant to clause (x) above and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, the Eligible Employee agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) above) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) above, the Eligible Employee shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Notwithstanding the foregoing, if at the time that a Payment would constitute a parachute payment within the meaning of Section 280G of the Code, the Company is a corporation no stock in which is readily tradable on an established securities market (or otherwise) within the meaning of Code Section 280G(b)(5)(A)(ii)(I), then, provided the Eligible Employee chooses to timely and conditionally waive the right to all or any portion of the Payments that would be subject to the Excise Tax, the Company shall use its best efforts to timely seek a shareholder vote in accordance with Code Section 280G(b)(5)(B).

Section 4. RETURN OF COMPANY PROPERTY.

An Eligible Employee will not be entitled to any severance benefit under the Plan unless and until the Eligible Employee returns all Company Property. For this purpose, “Company Property” means all paper and electronic Company Group documents (and all copies thereof) and other Company Group property which the Eligible Employee had in his or her possession or control at any time, including, but not limited to, Company Group files, notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, operational and personnel information, password, login and account information for any Company Group device or database or any Company Group accounts with third parties, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile telephones and servers), credit cards, entry cards, identification badges and keys, and any materials of any kind which contain or embody any proprietary or confidential information of the Company Group (and all reproductions thereof in whole or in part). As a condition to receiving benefits under the Plan, an Eligible Employee must not make or retain copies, reproductions or summaries of any such Company Group documents, materials or property. However, an Eligible Employee is not required to return his or her personal copies of documents evidencing the Eligible Employee’s hire, termination, compensation, benefits and stock options and any other documentation received as a shareholder of the Company.

Section 5. TIME OF PAYMENT AND FORM OF BENEFITS.

The Company reserves the right in the Participation Agreement to specify whether payments under the Plan will be paid in a single sum, in installments, or in any other form and to determine the timing of such payments. All such payments under the Plan will be subject to applicable withholding for federal, state, foreign, provincial and local taxes. It is intended that all

9.

of the benefits and other payments payable under the Plan satisfy, to the greatest extent possible, an exemption from the application of Section 409A, and the Plan will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, the Plan (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall be interpreted accordingly. Specifically, the severance benefits under the Plan are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and each installment of severance benefits, if any, is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). However, if such exemptions are not available and the Eligible Employee is, upon Separation from Service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of: (i) six months and one day after the Eligible Employee’s Separation from Service; or (ii) the Eligible Employee’s death. Severance benefits shall not commence until the Eligible Employee has a Separation from Service. If severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which the Separation from Service occurs, the Release will not be deemed effective, for purposes of payment of severance benefits, any earlier than the first day of the second calendar year. Except to the minimum extent that payments must be delayed because the Eligible Employee is a “specified employee” or until the effectiveness of the Release, all severance amounts will be paid as soon as practicable in accordance with the Plan and the Company’s normal payroll practices.

Section 6. TRANSFER AND ASSIGNMENT.

The rights and obligations of an Eligible Employee under the Plan may not be transferred or assigned without the prior written consent of the Company. The Plan shall be binding upon any entity or person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company Group without regard to whether or not such entity or person actively assumes the obligations hereunder and without regard to whether or not a Change in Control occurs.

Section 7. MITIGATION.

Except as otherwise specifically provided in the Plan, an Eligible Employee will not be required to mitigate damages or the amount of any payment provided under the Plan by seeking other employment or otherwise, nor will the amount of any payment provided for under the Plan be reduced by any compensation earned by an Eligible Employee as a result of employment by another employer or any retirement benefits received by such Eligible Employee after the date of the Eligible Employee’s termination of employment with the Company Group.

Section 8. CLAWBACK; RECOVERY.

All payments and severance benefits provided under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform

10.

and Consumer Protection Act or other applicable law. In addition, the Plan Administrator may impose such other clawback, recovery or recoupment provisions as the Plan Administrator determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired ordinary shares of the Company or other cash or property upon the occurrence of a termination of employment for Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for Good Reason, constructive termination, or any similar term under any plan of or agreement with the Company Group.

Section 9. RIGHT TO INTERPRET AND ADMINISTER PLAN; AMENDMENT AND TERMINATION.

(a) Interpretation and Administration. Prior to the Closing, the Committee shall be the Plan Administrator and shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and the amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Committee shall be binding and conclusive on all persons. Upon and after the Closing, the Plan will be interpreted and administered in good faith by the Representative who shall be the Plan Administrator during such period. All actions taken by the Representative in interpreting the terms of the Plan and administering the Plan upon and after the Closing will be final and binding on all Eligible Employees. Any references in the Plan to the “Committee” or “Plan Administrator” with respect to periods following the Closing shall mean the Representative.

(b) Amendment. The Plan Administrator reserves the right to amend the Plan at any time; provided, however, that any amendment of the Plan will not be effective as to a particular employee who is or may be adversely impacted by such amendment or termination and has an effective Participation Agreement without the written consent of such employee.

(c) Termination. Unless otherwise extended by the Committee, the Plan will automatically terminate upon the earlier of: (i) the third anniversary of the Effective Date; and (ii) the satisfaction of all the Company’s obligations under the Plan.

Section 10. NO IMPLIED EMPLOYMENT CONTRACT.

The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company Group or (ii) to interfere with the right of the Company Group to discharge any employee or other person at any time, with or without cause, which right is hereby reserved. The Plan does not modify the at-will employment status of any Eligible Employee.

Section 11. LEGAL CONSTRUCTION.

The Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the extent not preempted by ERISA, the laws of the State of California.

11.

Section 12. CLAIMS, INQUIRIES AND APPEALS.

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is:

Rubrik, Inc.

Compensation Committee of the Board of Directors or Representative

Attention to: Corporate Secretary

3495 Deer Creek Road

Palo Alto, California 94304

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(1) the specific reason or reasons for the denial;

(2) references to the specific Plan provisions upon which the denial is based;

(3) a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and

(4) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 12(d) below.

This notice of denial will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90-day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.

(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied. A request for a review shall be in writing and shall be addressed to:

12.

Rubrik, Inc.

Compensation Committee of the Board of Directors or Representative

Attention to: Corporate Secretary

3495 Deer Creek Road

Palo Alto, California 94304

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

(1) the specific reason or reasons for the denial;

(2) references to the specific Plan provisions upon which the denial is based;

(3) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and

(4) a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

13.

(f) Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by Section 12(a) above, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 12(c) above, and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an Eligible Employee’s claim or appeal within the relevant time limits specified in this Section 12, the Eligible Employee may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA. Any legal action filed pursuant to ERISA Section 502(a) must be filed within one year of the date of the Plan Administrator’s denial of the Eligible Employee’s claim on appeal, and in the U.S. District Court for the Northern District of California.

Section 13. BASIS OF PAYMENTS TO AND FROM PLAN.

The Plan shall be unfunded, and all cash payments under the Plan shall be paid only from the general assets of the Company.

Section 14. OTHER PLAN INFORMATION.

(a) Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as that term is used in ERISA) by the Internal Revenue Service is 46-4560494. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 510.

(b) Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is January 31.

(c) Agent for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is:

Rubrik, Inc.

Attention to: Corporate Secretary

3495 Deer Creek Road

Palo Alto, California 94304

In addition, service of legal process may be made upon the Plan Administrator.

(d) Plan Sponsor. The “Plan Sponsor” is:

Rubrik, Inc.

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

14.

(e) Plan Administrator. The Plan Administrator is the Committee prior to the Closing and the Representative upon and following the Closing. The Plan Administrator’s contact information is:

Rubrik, Inc.

Compensation Committee of the Board of Directors or Representative

3495 Deer Creek Road

Palo Alto, California 94304

The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.

Section 15. STATEMENT OF ERISA RIGHTS.

Participants in the Plan (which is a welfare benefit plan sponsored by Rubrik, Inc.) are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Plan and, under ERISA, you are entitled to:

(a) Receive Information About Your Plan and Benefits.

(1) Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(2) Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Administrator may make a reasonable charge for the copies.

(3) Receive a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each Eligible Employee with a copy of this summary annual report.

(b) Prudent Actions by Plan Fiduciaries. In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Eligible Employees and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

(c) Enforce Your Rights. If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan, if applicable, and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

15.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court.

If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

(d) Assistance with Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

16.

APPENDIX A

PARTICIPATION AGREEMENT

Name: ___________________

Section 1. ELIGIBILITY.

You have been designated as eligible to participate in the Rubrik, Inc. Severance and Change in Control Plan (the “Plan”), a copy of which is attached to this Participation Agreement (this “Participation Agreement”). Capitalized terms not explicitly defined in this Participation Agreement but defined in the Plan shall have the same definitions as in the Plan. You will receive the benefits set forth below if you meet all the eligibility requirements set forth in the Plan, including, without limitation, executing the required Release within the applicable time period set forth therein and allowing such Release to become effective in accordance with its terms. Notwithstanding the schedule for provision of benefits as set forth below, the schedule and timing of payment of any benefits under this Participant Agreement is subject to any delay in payment that may be required under Section 5 of the Plan.

Section 2. CHANGE IN CONTROL SEVERANCE BENEFITS.

If you are terminated in a Covered Termination that occurs during the Change in Control Period, you will receive the severance benefits set forth in this Section 2. All severance benefits described herein are subject to standard deductions and withholdings.

(a) Base Salary. You shall receive a cash payment in an amount equal to [______]months of payment of your Base Salary. The Base Salary payment will be paid to you in a lump sum cash payment no later than the second regular payroll date following the later of (i) the effective date of the Release or (ii) the Closing.

(b) Bonus Payment. You will be entitled to [__] of the annual target cash bonus established for you, if any, pursuant to the annual performance bonus or annual variable (including commission-based) compensation plan established by the Committee (or any authorized committee or designee thereof) for the year in which your Covered Termination occurs. If at the time of the Covered Termination you are eligible for the annual target cash bonus for the year in which the Covered Termination occurs, but the target percentage (or target dollar amount, if specified as such in the applicable bonus plan) for such bonus has not yet been established for such year, the target percentage shall be the target percentage established for you for the preceding year (but adjusted, if necessary, for your position for the year in which the Covered Termination occurs). For the avoidance of doubt, the amount of the annual target cash bonus to which you are entitled under this Section 2(b) will be calculated: (1) assuming all articulated performance goals for such bonus (including, but not limited to, corporate and individual performance, if applicable), for the year of the Covered Termination was achieved at target levels; (2) as if you had provided services for the entire year for which the bonus relates; and (3) ignoring any reduction in your Base Salary that would give rise to your right to resignation for Good Reason (such bonus to which you are entitled under this Section 2(b), the “Annual Target Cash Bonus Severance Payment”). The Annual Target Cash Bonus Severance Payment shall be paid in a lump sum cash payment no later than the second regular payroll date following the later of (i) the effective date of the Release or (ii) the Closing.

(c) Payment of Continued Group Health Plan Benefits. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Covered Termination date, the Company Group shall pay directly to the carrier the full amount of your COBRA premiums on your behalf for your continued coverage under the Company Group’s group health plans, including coverage for your eligible dependents, until the earliest of (i) the end of the [_______] month period following your Covered Termination date (the “Severance Period”), (ii) the expiration of your eligibility for the continuation coverage under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company Group, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company Group shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company Group as soon as you become eligible for health insurance coverage in connection with new employment or self-employment.

Notwithstanding the foregoing, if at any time the Company Group determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company Group will instead pay you a fully taxable lump sum cash payment equal to the value of your monthly COBRA premium for the first month of COBRA coverage multiplied by the number of calendar months remaining in the Severance Period, subject to applicable tax withholding (such amount, the “Special Severance Payment”). Such Special Severance Payment will be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. You may, but are not obligated to, use the Special Severance Payment for medical expenses.

(d) Equity Acceleration. The vesting and exercisability of each then-outstanding restricted stock unit award, stock option and other stock awards, as applicable, granted to you under the Equity Plan or otherwise granted to you by the Company prior to the Covered Termination date (each, an “Equity Award”) that is subject to time-vesting shall be accelerated in full and any reacquisition or repurchase rights held by the Company Group pursuant to any time-vesting Equity Award granted to you shall lapse in full. To the extent your Covered Termination occurs prior to the Change in Control, the acceleration set forth in this Section 2(d) shall be contingent and effective upon the Change in Control and your Equity Awards will remain outstanding following your Covered Termination to give effect to such acceleration as necessary. For the avoidance of doubt, any Equity Awards subject to performance-vesting shall vest and become exercisable according to their individual award agreements.

2.

Section 3. CHANGE IN CONTROL ACCELERATION UPON ACQUIROR’S FAILURE TO ASSUME, CONTINUE OR SUBSTITUTE.

If (i) in connection with a Change in Control, any outstanding unvested Equity Award that you hold will not be assumed or continued by the successor or acquiror entity (or its parent company) in such Change in Control or substituted for a similar award of the successor or acquiror entity (or its parent company) (a “Terminating Award”) and (ii) your continued employment with the Company Group has not terminated as of immediately prior to the effective time of such Change in Control, then you will become vested with respect to any then-unvested portion of such Terminating Award, effective immediately prior to, but subject to the consummation of such Change in Control. With respect to any such outstanding Terminating Award that is subject to performance-vesting, unless otherwise provided in the individual grant notice and award agreement evidencing such award, such performance-vesting award will accelerate vesting at 100% of the target level. For the avoidance of doubt, the benefits under this Section 4 are contingent on a Change in Control and do not require your Covered Termination or other termination of service. In addition, you may be eligible for benefits under this Section 3 in addition to benefits under Section 2 above, and in such case, you shall receive benefits under both sections, without duplication.

Section 4. ACKNOWLEDGEMENTS; INTERACTION WITH PRIOR BENEFITS.

As a condition to participation in the Plan, you hereby acknowledge each of the following:

(a) The benefits that may be provided to you under this Participation Agreement are subject to certain reductions and termination under the Plan, including without limitation under Section 2 and Section 3 of the Plan.

(b) In no event shall the benefits provided to you under Section 2(a) and (b) of this Participation Agreement be paid later than the 15^th day of the third month following the fiscal year in which your Separation from Service occurs.

(c) Your eligibility for and receipt of any severance benefits to which you may become entitled as described in Section 2 above is expressly contingent upon your execution of and compliance with the terms and conditions of the Plan, the Release and the Confidentiality Agreement. Severance benefits under this Participation Agreement shall immediately cease in the event of your violation of the provisions of Confidentiality Agreement or any other written agreement with the Company Group, or as otherwise may be set forth in the Plan.

(d) As further described in Section 2(c) of the Plan, this Participation Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes and replaces any change in control or severance benefits previously provided to you, including but not limited to the benefits under the Rubrik, Inc. Executive Change in Control Plan (the “CIC Plan”) [and under your offer letter agreement with the Company dated January 18, 2021 (the “Offer Letter”)], provided that your Equity Awards shall remain subject to the terms of the Equity Plan or other applicable equity plan under which such awards were granted (including the award documentation governing such

3.

awards) that may apply upon a Change in Control and/or termination of your service. You agree and acknowledge that there are no circumstances as of the date of this Participation Agreement that constitute, and nothing contemplated in this Participation Agreement shall be deemed for any purpose to be or to create, a termination without Cause or a Good Reason resignation right, including for purposes of the CIC Plan [and the Offer Letter], or any other severance or change in control plan, agreement or policy maintained by the Company Group. You further hereby expressly waive any claim or right you may have as of the date of this Participation Agreement (if any) to assert that this Participation Agreement, or any other condition or occurrence, forms the basis for a without Cause termination or Good Reason resignation for any purpose, including for purposes of the CIC Plan [and the Offer Letter], or any other severance or change in control plan, agreement or policy maintained by the Company Group.

(e) [Notwithstanding anything to the contrary herein, the following shall not be superseded or replaced by the terms of the Plan or this Participation Agreement:

(1) the terms of your stock option approved by the Board on June 3, 2022, to be granted contingent and effective upon a specified listing event, as contained in the relevant non-qualified stock option grant notice (including Exhibit A attached thereto) and non-qualified stock option agreement (together, the “Option Agreement”), except that in the event that a Sale Event occurs following the grant of the stock option and the Stock Valuation Requirement (each as defined in the Option Agreement) is met as of such Sale Event, the stock option shall be entitled to the acceleration applicable to awards with time-vesting if you experience a Covered Termination within the Change in Control Period, as described in Section 2(d) above. Satisfaction of the Stock Valuation Requirement shall be determined as specified in the Option Agreement; and

(2) the provision contained in your restricted stock unit award agreement with the Company, dated as of November 19, 2018, as amended (the “RSU Agreement”), relating to your restricted stock unit award granted on May 2, 2018, providing for the immediate vesting of 100% of the performance-based Restricted Stock Units under Section 2(b) of the RSU Agreement if (x) a Sale Event occurs prior to the Company’s Initial Public Offering (each as defined in the RSU Agreement), and (y) you remain in a Service Relationship (as defined in the RSU Agreement) through the date of such Sale Event, and (z) the consideration paid per Share (as defined in the RSU Agreement) in connection with such Sale Event equals or exceeds $30 per share (with any non-cash consideration valued in good faith by the Board) (“RSU Agreement Vesting Acceleration”). The RSU Agreement Vesting Acceleration shall continue to remain in full force and effect in accordance with the terms of the RSU Agreement.]

(f) [Notwithstanding anything to the contrary herein, the terms of the restricted stock unit award granted to you on August 6, 2022 (the “PSU Award”), as contained in the relevant restricted stock unit award agreement (including Exhibit A attached thereto) (the “PSU Agreement”) shall not be superseded or replaced by the terms of the Plan or this Participation Agreement, except that in the event that a Sale Event occurs and the Stock Valuation Requirement (each as defined in the PSU Agreement) is met as of such Sale Event, the PSU Award shall be entitled to the acceleration applicable to awards with time-vesting if you experience a Covered Termination within the Change in Control Period, as described in Section 2(d) above. Satisfaction of the Stock Valuation Requirement shall be determined as specified in the PSU Agreement.]

4.

(g) If any particular provision of the Plan or this Participation Agreement is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan or this Participation Agreement, but the Plan and this Participation Agreement will be construed in all respects as if such invalid provision were omitted.

(h) If any provision of the Plan or this Participation Agreement does not comply with applicable law, such provision shall be construed in such a manner as to comply with applicable law.

To accept the terms of this Participation Agreement and participate in the Plan, please sign and date this Participation Agreement in the space provided below and return it to _____________________ no later than _________, ____.

Rubrik, Inc.

By:                                                                    

_______________________

_______________________

Eligible Employee

_____________________________________

[Insert Name]

Date:                                                                  

5.

EX-10.9

Exhibit 10.9

September 5, 2023

Bipul Sinha

bipul.sinha@rubrik.com

Re: Confirmatory Offer Letter

Dear Bipul,

You are currently employed by Rubrik, Inc. (the “Company” or “Rubrik”) as Chief Executive Officer. This letter confirms the existing terms and conditions of your employment in that role.

1. Position. You are serving in a full-time capacity, reporting to the Board of Directors. While you will generally be working from a primary office location at the Company’s Palo Alto, California office, the Company reserves the right to reasonably require you, in the ordinary course of business, to perform your duties at places other than your primary office location from time to time, including for reasonable business travel. The Company may change your position, duties, and work location from time to time in its discretion.

2. Cash Compensation and Benefits.

Your salary will continue to be paid at the rate of $375,000 per year, which will be paid in accordance with the Company’s normal payroll procedures and subject to applicable payroll withholdings and deductions.

As a full-time, regular employee of Rubrik, you will continue to be eligible for company benefits in accordance with the Company’s applicable benefit plans and policies for similarly situated employees, subject to plan terms, generally applicable Company policies, and any applicable waiting periods.

You will continue to be eligible to earn an annual discretionary bonus in the target amount of 50% of your annual base salary, less any applicable taxes and withholdings. The amount of this bonus will be determined in the sole discretion of the Company and may be based on your performance and/or the performance of the Company during the fiscal year, as well as any other criteria the Company deems relevant. Any bonus, if awarded, will be pro-rated based on the time you are actively employed with the Company during the annual performance period, provided that the payment of any bonus is contingent upon your continued employment with the Company through the bonus payment date.

The Company may change your compensation and benefits from time to time in its discretion.

3. Equity. You have previously been granted one or more equity awards by the Company, which shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans.

4. The Company’s Policies and CIIAA. You will continue to be expected to abide by Company policies and procedures, as in effect from time to time. In addition, your signed Confidential Information and Invention Assignment Agreement (“CIIAA”) with the Company will continue to remain in effect and binding upon you.

5. At-Will Employment. Your employment with the Company is for no specified period and constitutes at-will employment. Accordingly, you may terminate your employment with the Company at any time simply by notifying the Company, and the Company may terminate your employment at any time, with or without cause or advance notice.

6. Severance. You will be eligible for severance and change in control benefits under the terms and conditions of the Company’s Severance and Change in Control Plan (the “Severance Plan”), pursuant to the Severance Plan terms as may be in effect and as may be amended from time to time, and your Participation Agreement under the Severance Plan, if and as executed by and between you and Rubrik.

7. No Prior Conflicts and Duty of Loyalty. You confirm that you are not subject to any consent decree, court or arbitral order or agreement with any former employer or third party that prohibits you from working for Rubrik and that you are able to carry out your duties without breaching any legal restrictions imposed by a current or former employer or other third party to whom you have contractual obligations. You also agree that, during the term of your employment with the Company, you will not engage in any other employment, consulting or other business activity without the written consent of Rubrik.

You acknowledge and agree that upon your execution of this letter agreement, you will no longer be eligible for, nor entitled to, any compensation or benefits (including without limitation, any severance or change in control benefits) under any prior employment terms, offer letter or employment agreement you may have entered into or discussed with the Company, other than as expressly referred to in this confirmatory offer letter. This letter agreement, together with your CIIAA, equity agreements, and the Severance Plan (including your Participation Agreement) (if applicable), forms the complete and exclusive agreement regarding the subject matter hereof. It supersedes any other representations, promises, or agreements, whether written or oral. Modifications or amendments to this letter agreement, other than those changes expressly reserved to the Company’s discretion herein, must be made in a written agreement signed by you and an officer of the Company (other than you).

This letter agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes.

2

Please sign and date this letter below to indicate your agreement with its terms.

Very truly yours,
RUBRIK, INC.
By:	/s/ Peter McGoff
Name: Peter McGoff
Title: Chief Legal Officer

I have read and accept these terms of employment.

By:	/s/ Bipul Sinha
Name: Bipul Sinha
Date: September 5, 2023

3

EX-10.10

Exhibit 10.10

September 5, 2023

Kiran Choudary

kiran.choudary@rubrik.com

Re: Confirmatory Offer Letter

Dear Kiran,

You are currently employed by Rubrik, Inc. (the “Company” or “Rubrik”) as Chief Financial Officer. This letter confirms the existing terms and conditions of your employment in that role.

1. Position. You are serving in a full-time capacity, reporting to the Chief Executive Officer. While you will generally be working from a primary office location at the Company’s Palo Alto, California office, the Company reserves the right to reasonably require you, in the ordinary course of business, to perform your duties at places other than your primary office location from time to time, including for reasonable business travel. The Company may change your position, duties, and work location from time to time in its discretion.

2. Cash Compensation and Benefits.

Your salary will continue to be paid at the rate of $365,000 per year, which will be paid in accordance with the Company’s normal payroll procedures and subject to applicable payroll withholdings and deductions.

As a full-time, regular employee of Rubrik, you will continue to be eligible for company benefits in accordance with the Company’s applicable benefit plans and policies for similarly situated employees, subject to plan terms, generally applicable Company policies, and any applicable waiting periods.

You will continue to be eligible to earn an annual discretionary bonus in the target amount of 50% of your annual base salary, less any applicable taxes and withholdings. The amount of this bonus will be determined in the sole discretion of the Company and may be based on your performance and/or the performance of the Company during the fiscal year, as well as any other criteria the Company deems relevant. Any bonus, if awarded, will be pro-rated based on the time you are actively employed with the Company during the annual performance period, provided that the payment of any bonus is contingent upon your continued employment with the Company through the bonus payment date.

The Company may change your compensation and benefits from time to time in its discretion.

3. Equity. You have previously been granted one or more equity awards by the Company, which shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans, except to the extent superseded by the Severance Plan, as defined below.

4. The Company’s Policies and CIIAA. You will continue to be expected to abide by Company policies and procedures, as in effect from time to time. In addition, your signed Confidential Information and Invention Assignment Agreement (“CIIAA”) with the Company will continue to remain in effect and binding upon you.

5. At-Will Employment. Your employment with the Company is for no specified period and constitutes at-will employment. Accordingly, you may terminate your employment with the Company at any time simply by notifying the Company, and the Company may terminate your employment at any time, with or without cause or advance notice.

6. Severance. You will be eligible for severance and change in control benefits under the terms and conditions of the Company’s Severance and Change in Control Plan (the “Severance Plan”), pursuant to the Severance Plan terms as may be in effect and as may be amended from time to time, and your Participation Agreement under the Severance Plan, if and as executed by and between you and Rubrik.

7. No Prior Conflicts and Duty of Loyalty. You confirm that you are not subject to any consent decree, court or arbitral order or agreement with any former employer or third party that prohibits you from working for Rubrik and that you are able to carry out your duties without breaching any legal restrictions imposed by a current or former employer or other third party to whom you have contractual obligations. You also agree that, during the term of your employment with the Company, you will not engage in any other employment, consulting or other business activity without the written consent of Rubrik.

You acknowledge and agree that upon your execution of this letter agreement, you will no longer be eligible for, nor entitled to, any compensation or benefits (including without limitation, any severance or change in control benefits) under any prior employment terms, offer letter or employment agreement you may have entered into or discussed with the Company, other than as expressly referred to in this confirmatory offer letter. This letter agreement, together with your CIIAA, equity agreements, and the Severance Plan (including your Participation Agreement) (if applicable), forms the complete and exclusive agreement regarding the subject matter hereof. It supersedes any other representations, promises, or agreements, whether written or oral. Modifications or amendments to this letter agreement, other than those changes expressly reserved to the Company’s discretion herein, must be made in a written agreement signed by you and an officer of the Company (other than you).

This letter agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes.

2

Please sign and date this letter below to indicate your agreement with its terms.

Very truly yours,
RUBRIK, INC.
By:	/s/ Peter McGoff

Name:	Peter McGoff
Title:	Chief Legal Officer

I have read and accept these terms of employment.

By: /s/ Kiran Choudary

Name:	Kiran Choudary
Date:	September 5, 2023

3

EX-10.11

Exhibit 10.11

September 5, 2023

Arvind Nithrakashyap

arvind.nithrakashyap@rubrik.com

Re: Confirmatory Offer Letter

Dear Arvind,

You are currently employed by Rubrik, Inc. (the “Company” or “Rubrik”) as Chief Technology Officer. This letter confirms the existing terms and conditions of your employment in that role.

1. Position. You are serving in a full-time capacity, reporting to the Chief Executive Officer. While you will generally be working from a primary office location at the Company’s Palo Alto, California office, the Company reserves the right to reasonably require you, in the ordinary course of business, to perform your duties at places other than your primary office location from time to time, including for reasonable business travel. The Company may change your position, duties, and work location from time to time in its discretion.

2. Cash Compensation and Benefits.

Your salary will continue to be paid at the rate of $350,000 per year, which will be paid in accordance with the Company’s normal payroll procedures and subject to applicable payroll withholdings and deductions.

As a full-time, regular employee of Rubrik, you will continue to be eligible for company benefits in accordance with the Company’s applicable benefit plans and policies for similarly situated employees, subject to plan terms, generally applicable Company policies, and any applicable waiting periods.

You will continue to be eligible to earn an annual discretionary bonus in the target amount of 50% of your annual base salary, less any applicable taxes and withholdings. The amount of this bonus will be determined in the sole discretion of the Company and may be based on your performance and/or the performance of the Company during the fiscal year, as well as any other criteria the Company deems relevant. Any bonus, if awarded, will be pro-rated based on the time you are actively employed with the Company during the annual performance period, provided that the payment of any bonus is contingent upon your continued employment with the Company through the bonus payment date.

The Company may change your compensation and benefits from time to time in its discretion.

3. Equity. You have previously been granted one or more equity awards by the Company, which shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans, except to the extent superseded by the Severance Plan, as defined below.

4. The Company’s Policies and CIIAA. You will continue to be expected to abide by Company policies and procedures, as in effect from time to time. In addition, your signed Confidential Information and Invention Assignment Agreement (“CIIAA”) with the Company will continue to remain in effect and binding upon you.

5. At-Will Employment. Your employment with the Company is for no specified period and constitutes at-will employment. Accordingly, you may terminate your employment with the Company at any time simply by notifying the Company, and the Company may terminate your employment at any time, with or without cause or advance notice.

6. Severance. You will be eligible for severance and change in control benefits under the terms and conditions of the Company’s Severance and Change in Control Plan (the “Severance Plan”), pursuant to the Severance Plan terms as may be in effect and as may be amended from time to time, and your Participation Agreement under the Severance Plan, if and as executed by and between you and Rubrik.

7. No Prior Conflicts and Duty of Loyalty. You confirm that you are not subject to any consent decree, court or arbitral order or agreement with any former employer or third party that prohibits you from working for Rubrik and that you are able to carry out your duties without breaching any legal restrictions imposed by a current or former employer or other third party to whom you have contractual obligations. You also agree that, during the term of your employment with the Company, you will not engage in any other employment, consulting or other business activity without the written consent of Rubrik.

You acknowledge and agree that upon your execution of this letter agreement, you will no longer be eligible for, nor entitled to, any compensation or benefits (including without limitation, any severance or change in control benefits) under any prior employment terms, offer letter or employment agreement you may have entered into or discussed with the Company, other than as expressly referred to in this confirmatory offer letter. This letter agreement, together with your CIIAA, equity agreements, and the Severance Plan (including your Participation Agreement) (if applicable), forms the complete and exclusive agreement regarding the subject matter hereof. It supersedes any other representations, promises, or agreements, whether written or oral. Modifications or amendments to this letter agreement, other than those changes expressly reserved to the Company’s discretion herein, must be made in a written agreement signed by you and an officer of the Company (other than you).

This letter agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes.

2

Please sign and date this letter below to indicate your agreement with its terms.

Very truly yours, RUBRIK, INC.
By:	/s/ Peter McGoff
Name:	Peter McGoff
Title:	Chief Legal Officer

I have read and accept these terms of employment.

By:	/s/ Arvind Nithrakashyap
Name:	Arvind Nithrakashyap
Date:	September 5, 2023

3

EX-10.12

Exhibit 10.12

September 5, 2023

Brian McCarthy

brian.mccarthy@rubrik.com

Re: Confirmatory Offer Letter

Dear Brian,

You are currently employed by Rubrik, Inc. (the “Company” or “Rubrik”) as Chief Revenue Officer. This letter confirms the existing terms and conditions of your employment in that role.

1. Position. You are serving in a full-time capacity, reporting to the Chief Executive Officer. While you will generally be working remotely from your home in Pennsylvania, the Company reserves the right to reasonably require you, in the ordinary course of business, to travel to the Company’s Palo Alto, California office from time to time, and perform your duties at places other than your primary office location from time to time, including for reasonable business travel. The Company may change your position, duties, and work location from time to time in its discretion.

2. Cash Compensation and Benefits.

Your salary will continue to be paid at the rate of $550,000 per year, which will be paid in accordance with the Company’s normal payroll procedures and subject to applicable payroll withholdings and deductions.

The Company will continue to pay you based on a $1,100,000 USD compensation plan comprised of a starting base salary of $550,000 which will be paid in accordance with the Company’s normal payroll procedures and subject to applicable payroll withholdings and deductions. In addition, you will be eligible to receive incentive compensation at a target of $550,000 for the 2024 fiscal year pursuant to the terms and conditions of the Incentive Compensation Plan entered into between you and the Company. The determinations of the Chief Executive Officer with respect to your incentive compensation, if any, shall be final and binding. This compensation may be subject to periodic review and adjustments at the Company’s discretion.

As a full-time, regular employee of Rubrik, you will continue to be eligible for company benefits in accordance with the Company’s applicable benefit plans and policies for similarly situated employees, subject to plan terms, generally applicable Company policies, and any applicable waiting periods.

The Company may change your compensation and benefits from time to time in its discretion.

3. Equity. You have previously been granted one or more equity awards by the Company, which shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices, and equity plans, except to the extent superseded by the Severance Plan, as defined below.

4. The Company’s Policies and CIIAA. You will continue to be expected to abide by Company policies and procedures, as in effect from time to time. In addition, your signed Confidential Information and Invention Assignment Agreement (“CIIAA”) with the Company will continue to remain in effect and binding upon you.

5. At-Will Employment. Your employment with the Company is for no specified period and constitutes at-will employment. Accordingly, you may terminate your employment with the Company at any time simply by notifying the Company, and the Company may terminate your employment at any time, with or without cause or advance notice.

6. Severance. You will be eligible for severance and change in control benefits under the terms and conditions of the Company’s Severance and Change in Control Plan (the “Severance Plan”), pursuant to the Severance Plan terms as may be in effect and as may be amended from time to time, and your Participation Agreement under the Severance Plan, if and as executed by and between you and Rubrik.

7. No Prior Conflicts and Duty of Loyalty. You confirm that you are not subject to any consent decree, court or arbitral order or agreement with any former employer or third party that prohibits you from working for Rubrik and that you are able to carry out your duties without breaching any legal restrictions imposed by a current or former employer or other third party to whom you have contractual obligations. You also agree that, during the term of your employment with the Company, you will not engage in any other employment, consulting or other business activity without the written consent of Rubrik.

You acknowledge and agree that upon your execution of this letter agreement, you will no longer be eligible for, nor entitled to, any compensation or benefits (including without limitation, any severance or change in control benefits) under any prior employment terms, offer letter or employment agreement you may have entered into or discussed with the Company, other than as expressly referred to in this confirmatory offer letter. This letter agreement, together with your CIIAA, equity agreements, and the Severance Plan (including your Participation Agreement) (if applicable), forms the complete and exclusive agreement regarding the subject matter hereof. It supersedes any other representations, promises, or agreements, whether written or oral. Modifications or amendments to this letter agreement, other than those changes expressly reserved to the Company’s discretion herein, must be made in a written agreement signed by you and an officer of the Company (other than you).

This letter agreement shall be construed and enforced in accordance with the laws of the State of Pennsylvania without regard to conflicts of law principles. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes.

2

Please sign and date this letter below to indicate your agreement with its terms.

Very truly yours, RUBRIK, INC.
By:	/s/ Peter McGoff
Name: Peter McGoff
Title: Chief Legal Officer

I have read and accept these terms of employment.

By:   /s/ Brian McCarthy                     

Name: Brian McCarthy

Date: September 5, 2023

3

EX-10.15

Exhibit 10.15

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

RUBRIK, INC.,

as the Borrower,

Certain Subsidiaries of the Borrower from time to time party hereto,

as Guarantors,

and

The Lenders from time to time party hereto,

GOLDMAN SACHS BDC, INC.

as Administrative Agent and Collateral Agent

Dated as of August 17, 2023,

TABLE OF CONTENTS

		Page
ARTICLE I Definitions			2
SECTION 1.01	Defined Terms		2
SECTION 1.02	Other Interpretive Provisions		37
SECTION 1.03	Accounting Terms		38
SECTION 1.04	Rounding		38
SECTION 1.05	References to Agreements, Laws, etc.		38
SECTION 1.06	Times of Day		38
SECTION 1.07	Timing of Payment of Performance		38
SECTION 1.08	Corporate Terminology		38
SECTION 1.09	Divisions		39
ARTICLE II Amount and Terms of Credit Facilities			39
SECTION 2.01	Loans		39
SECTION 2.02	Maximum Amount of Each Borrowing; Maximum Number of Borrowings		41
SECTION 2.03	Notice of Borrowing		41
SECTION 2.04	Disbursement of Funds		41
SECTION 2.05	Payment of Loans; Evidence of Debt		42
SECTION 2.06	Conversions and Continuations		43
SECTION 2.07	Pro Rata Borrowings		44
SECTION 2.08	Interest		44
SECTION 2.09	Interest Periods		45
SECTION 2.10	Increased Costs, Illegality, etc.		46
SECTION 2.11	Compensation for Losses		47
SECTION 2.12	Change of Lending Office		48
SECTION 2.13	Notice of Certain Costs		48
SECTION 2.14	Defaulting Lenders		48
SECTION 2.15	Benchmark Replacement Setting		49
ARTICLE III Fees and Commitment Terminations			51
SECTION 3.01	Fees		51
SECTION 3.02	Mandatory Termination of Commitments		51
ARTICLE IV Payments			51
SECTION 4.01	Voluntary Prepayments and Optional Commitment Reductions		51
SECTION 4.02	Mandatory Prepayments and Commitment Reductions		52

-i-

TABLE OF CONTENTS

(continued)

		Page
SECTION 4.03	Payment of Obligations; Method and Place of Payment		54
SECTION 4.04	Taxes		54
SECTION 4.05	Computations of Interest and Fees		58
SECTION 4.06	Applicable Prepayment Premium		58
ARTICLE V Conditions Precedent to Initial Credit Extension			59
SECTION 5.01	Credit Documents		59
SECTION 5.02	Collateral		59
SECTION 5.03	Legal Opinion		59
SECTION 5.04	Secretary’s Certificates		59
SECTION 5.05	Other Documents and Certificates		60
SECTION 5.06	Solvency Certificate		60
SECTION 5.07	Financial Information		60
SECTION 5.08	Insurance		60
SECTION 5.09	Lien Searches		60
SECTION 5.10	Material Adverse Effect		60
SECTION 5.11	Fees and Expenses		60
SECTION 5.12	Patriot Act Compliance and Reference Checks		60
SECTION 5.13	Closing Certificate		60
ARTICLE VI Additional Conditions Precedent			61
SECTION 6.01	Conditions Precedent to all Credit Extensions		61
SECTION 6.02	Post-Closing Obligations		61
ARTICLE VII Representations, Warranties and Agreements			62
SECTION 7.01	Corporate Status		62
SECTION 7.02	Corporate Power and Authority		62
SECTION 7.03	No Violation		63
SECTION 7.04	Litigation, Labor Controversies, etc.		63
SECTION 7.05	Use of Proceeds; Regulations U and X		63
SECTION 7.06	Approvals, Consents, etc.		63
SECTION 7.07	Investment Company Act		63
SECTION 7.08	Accuracy of Information		63
SECTION 7.09	Financial Condition; Financial Statements		64
SECTION 7.10	Tax Returns and Payments		64

-ii-

TABLE OF CONTENTS

(continued)

		Page
SECTION 7.11	Compliance with ERISA		64
SECTION 7.12	Subsidiaries and Joint Ventures		65
SECTION 7.13	Intellectual Property; Licenses, etc.		65
SECTION 7.14	Environmental Warranties		66
SECTION 7.15	Ownership of Properties		66
SECTION 7.16	No Default		66
SECTION 7.17	Solvency		66
SECTION 7.18	Security Documents		66
SECTION 7.19	Compliance with Laws; Authorizations		67
SECTION 7.20	No Material Adverse Effect		67
SECTION 7.21	Contractual or Other Restrictions		67
SECTION 7.22	Data Security and Privacy		67
SECTION 7.23	Collective Bargaining Agreements		68
SECTION 7.24	Insurance		68
SECTION 7.25	Evidence of Other Indebtedness		68
SECTION 7.26	Deposit Accounts and Securities Accounts		68
SECTION 7.27	Brokers		68
SECTION 7.28	Anti-corruption		69
SECTION 7.29	Foreign Assets Control Regulations and Anti-Money Laundering		69
SECTION 7.30	Non-Affiliation		69
ARTICLE VIII Affirmative Covenants			69
SECTION 8.01	Financial Information, Reports, Notices and Information		70
SECTION 8.02	Books, Records and Inspections		72
SECTION 8.03	Maintenance of Insurance		72
SECTION 8.04	Payment of Taxes		73
SECTION 8.05	Property Locations		73
SECTION 8.06	Government Compliance		73
SECTION 8.07	Inventory and Reserves		73
SECTION 8.08	ERISA		74
SECTION 8.09	Maintenance of Properties		74
SECTION 8.10	Additional Guarantors and Grantors		75
SECTION 8.11	Intellectual Property		75

-iii-

TABLE OF CONTENTS

(continued)

		Page
SECTION 8.12	Use of Proceeds		76
SECTION 8.13	Further Assurances		76
SECTION 8.14	Lenders’ Meetings		77
SECTION 8.15	Bank Accounts		77
SECTION 8.16	Data Security and Privacy		78
ARTICLE IX Negative Covenants			79
SECTION 9.01	Limitation on Indebtedness		79
SECTION 9.02	Limitation on Liens		79
SECTION 9.03	Consolidation, Merger, etc.		79
SECTION 9.04	Permitted Dispositions		79
SECTION 9.05	Restricted Payments, Investments etc.		80
SECTION 9.06	Collateral Accounts		80
SECTION 9.07	Compliance		80
SECTION 9.08	Transactions with Affiliates		80
SECTION 9.09	Modification of Certain Agreements		81
SECTION 9.10	Restrictive Agreements, etc.		81
SECTION 9.11	Changes in Business; Fundamental Changes		81
SECTION 9.12	Financial Covenants		82
ARTICLE X Events of Default			82
SECTION 10.01	Listing of Events of Default		82
SECTION 10.02	Remedies Upon Event of Default		83
SECTION 10.03	Cure Right		84
ARTICLE XI The Agents			85
SECTION 11.01	Appointment		85
SECTION 11.02	Delegation of Duties		85
SECTION 11.03	Exculpatory Provisions		86
SECTION 11.04	Reliance by Agents		86
SECTION 11.05	Notice of Default		86
SECTION 11.06	Non Reliance on Agents and Other Lenders		87
SECTION 11.07	Indemnification		87
SECTION 11.08	Agent in Its Individual Capacity		87
SECTION 11.09	Successor Agents		88

-iv-

TABLE OF CONTENTS

(continued)

		Page
SECTION 11.10	Agents Generally		88
SECTION 11.11	Restrictions on Actions by Lenders; Sharing of Payments		88
SECTION 11.12	Agency for Perfection		89
ARTICLE XII Miscellaneous			89
SECTION 12.01	Amendments and Waivers		89
SECTION 12.02	Notices and Other Communications; Facsimile Copies		91
SECTION 12.03	No Waiver; Cumulative Remedies		92
SECTION 12.04	Survival of Representations and Warranties		92
SECTION 12.05	Payment of Expenses; Indemnification		92
SECTION 12.06	Successors and Assigns; Participations and Assignments		93
SECTION 12.07	Replacements of Lenders Under Certain Circumstances		97
SECTION 12.08	Securitization		97
SECTION 12.09	Adjustments; Set-off		98
SECTION 12.10	Counterparts		99
SECTION 12.11	Severability		99
SECTION 12.12	Integration		99
SECTION 12.13	GOVERNING LAW		99
SECTION 12.14	Submission to Jurisdiction; Waivers		99
SECTION 12.15	Service of Process		100
SECTION 12.16	Acknowledgments		100
SECTION 12.17	WAIVERS OF JURY TRIAL		100
SECTION 12.18	Confidentiality		100
SECTION 12.19	Press Releases, etc.		102
SECTION 12.20	Releases of Guarantees and Liens		102
SECTION 12.21	USA Patriot Act		103
SECTION 12.22	No Fiduciary Duty		103
SECTION 12.23	Authorized Officers		103
SECTION 12.24	Currency		103
SECTION 12.25	Acknowledgement and Consent to Bail-In of Affected Financial Institutions		104
SECTION 12.26	Erroneous Payments		105
SECTION 12.27	Effect of Amendment and Restatement		107

-v-

SCHEDULES

Schedule 1.01(a)	Commitments
Schedule 7.12	Subsidiaries and Joint Ventures
Schedule 7.15	Real Property
Schedule 7.18	Security Documents, Perfection Matters
Schedule 7.26	Deposit Accounts and Securities Accounts
Schedule 9.01	Indebtedness
Schedule 9.02	Liens
Schedule 9.05	Investments
Schedule 12.02	Addresses for Notices

EXHIBITS

Exhibit A-1	Form of Assignment and Acceptance
Exhibit B-1	Form of Solvency Certificate
Exhibit C-1	Form of Compliance Certificate
Exhibit N-1	Form of Notice of Borrowing
Exhibit N-2	Form of Notice of Conversion or Continuation
Exhibit T-1	Form of Term Loan Note
Exhibit U-1	Form of Guarantee Agreement

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 17, 2023 (this “Agreement”), is among RUBRIK, INC., a Delaware corporation (the “Borrower”), the Subsidiaries from time to time party hereto as Guarantors (including any Guarantors designated in accordance with Section 8.10), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”) and GOLDMAN SACHS BDC, INC., a Delaware corporation (“GS”), as the administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).

RECITALS

WHEREAS, reference is made to that certain Credit Agreement, dated as of June 10, 2022 (as amended by that certain First Amendment to Credit Agreement, dated as of June 14, 2022, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “2022 Credit Agreement”), by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent, pursuant to which the Borrower has incurred, immediately prior to the Closing Date (as defined below) (a)(i) senior secured term loans in an aggregate principal amount equal to $175,000,000.00 and (ii) senior secured delayed draw term loans in an aggregate principal amount equal to $14,533,899.01 (the indebtedness described in clause (i) and (ii), the “2022 Term Loans”) and (b) senior secured delayed draw term loan commitments in an aggregate principal amount equal to $5,466,100.99 (the “2022 Delayed Draw Term Loan Commitment”);

WHEREAS, the Borrower is a party to that certain Agreement and Plan of Merger, dated as of August 7, 2023, by and among the Borrower, as parent thereunder, Evolution Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Borrower (“Merger Sub”), Laminar Technologies, Inc., a Delaware corporation (“Laminar”), and Shareholder Representative Services LLC, a Colorado limited liability company, as shareholder representative thereunder, pursuant to which Merger Sub will merge with and into Laminar, with Laminar surviving the merger as a wholly owned Subsidiary of Borrower (the “Laminar Acquisition”); and

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of (a) senior secured delayed draw term loan commitments in an aggregate principal amount equal to $40,466,100.98 (the “Delayed Draw Term Loan Facility”), which will replace and refinance in full the 2022 Delayed Draw Term Loan Commitment, and (b) senior secured term loans in an aggregate principal amount equal to $289,533,899.02 (the “Closing Date Term Loan Facility”), the proceeds of which, together with cash on hand of the Borrower, will be used to replace and refinance in full the 2022 Term Loans, to pay all or a portion of the consideration for the Laminar Acquisition, and to pay related fees and expenses (the refinancing and/or replacement of the 2022 Term Loans and the 2022 Delayed Draw Term Loan Commitment, the “2022 Credit Facilities Refinancing”), in each case, in accordance with the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.01 unless the context otherwise requires:

“2022 Credit Agreement” shall have the meaning set forth in the recitals to this Agreement.

“2022 Credit Facilities Refinancing” shall have the meaning set forth in the recitals to this Agreement.

“2022 Delayed Draw Term Loan Commitment” shall have the meaning set forth in the recitals to this Agreement.

“2022 Term Loans” shall have the meaning set forth in the recitals to this Agreement.

“ABR” shall mean, for any day, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/100 of 1%) equal to the highest of: (a) the Prime Rate in effect on such day; (b) the Federal Funds Rate in effect on such day plus ¹⁄₂ of 1%; and (c) Term SOFR in effect on such day for a one-month tenor plus 1.00%. Changes in the rate of interest on that portion of any Loans maintained as ABR Loans will take effect simultaneously with each change in the ABR.

“ABR Interest” shall have the meaning set forth in Section 2.08(a).

“ABR Loan” shall mean each Loan bearing interest at ABR, as provided in Section 2.08(a).

“Account Debtor” shall mean any “account debtor” as defined in the UCC.

“Accounts Receivable” shall mean all rights of any Credit Party to payment for goods sold, leased or otherwise disposed of and all rights of any Credit Party to payment for services rendered and all sums of money or other proceeds due thereon pursuant to transactions with account debtors, except for that portion of the sum of money or other proceeds due thereon that relate to sales, use or property taxes, in conjunction with such transactions, recorded on books of account in accordance with GAAP.

“Acquisition” means any acquisition, or any series of related acquisitions, consummated on or after the Original Closing Date, by which Borrower or any Subsidiary thereof (a) acquires any business or all or substantially all of the assets of any Person, or business unit, line of business or division thereof, whether through purchase of assets, exchange, issuance of stock or other equity or debt securities, merger, reorganization, amalgamation, division or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of members of the board of directors or the equivalent governing body (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“Administrative Agent” shall have the meaning set forth in the preamble to this Agreement.

“Administrative Questionnaire” shall mean a questionnaire completed by each Lender, in a form approved by the Administrative Agent, in which such Lender, among other things, (a) designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such Lender’s compliance procedures and Applicable Laws, including federal and state securities laws and (b) designates an address, facsimile number, electronic mail address and/or telephone number for notices and communications with such Lender.

2

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, (a) with respect to any Person, any other Person (other than a Lender or affiliate thereof) that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and (b) solely with respect to determining an Affiliate of the Agents or Lenders, any other Person who owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 10% or more of the Capital Stock having ordinary voting power in the election of directors of such Person. The term “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto. Unless expressly stated otherwise herein, none of the Administrative Agent, Collateral Agent or any Lender shall be deemed an Affiliate of the Borrower or of any Subsidiary as a result of the exercise of their rights and remedies under the Credit Documents.

“Agents” shall have the meaning set forth in the preamble to this Agreement.

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Annualized Subscription Recurring Revenue” shall mean an amount representing the Subscription Recurring Revenue of the Borrower and its Subsidiaries, calculated on an annualized basis (and calculated in good faith on a basis (i) consistent with the definition of “Subscription ARR” as set forth in periodic reporting delivered to shareholders of the Borrower and (ii) substantially consistent with the calculation of Subscription Recurring Revenue as set forth in the financial model and/or the historical financial statements or reports delivered by the Borrower to the Administrative Agent or any Affiliate of the Administrative Agent on or prior to the Original Closing Date) based on customer contracts considered in effect in the ordinary course of business as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 8.01(b).

“Annualized Subscription Recurring Revenue Term Loan Interest Decrease” shall have the meaning set forth in Section 2.08(b).

“Anti-Corruption Laws” shall mean all applicable laws related to the prevention of bribery, corruption (governmental or commercial), kickbacks, and money laundering including, without limitation, the U.S. Foreign Corrupt Practices Act (FCPA) as amended, the U.K. Bribery Act, and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Applicable Laws” shall mean, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, decree, judgment, consent decree, writ, injunction, settlement agreement entered into with any Governmental Authority or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

3

“Applicable Prepayment Premium” shall mean, as of the date of the occurrence of an Applicable Prepayment Premium Trigger Event:

(i) during the period of time from and after the Closing Date up to (but not including) the date that is the first (1^st) anniversary of the Closing Date, an amount equal to 1.5% of the principal amount of the Term Loans prepaid (or, as applicable, deemed to be prepaid) on such date in cash to the Administrative Agent for the ratable account of the Lenders;

(ii) during the period of time from and after the first (1^st) anniversary of the Closing Date up to (but not including) the date that is the second (2^nd) anniversary of the Closing Date, an amount equal to 0.5% of the principal amount of the Term Loans prepaid (or, as applicable, deemed to be prepaid) on such date in cash to the Administrative Agent for the ratable account of the Lenders; and

(iii) from and after the second (2^nd) anniversary of the Closing Date, zero.

“Applicable Prepayment Premium Trigger Event” shall mean any prepayment by any Credit Party of all, or any part, of the principal balance of any Term Loan pursuant to Section 4.01, Sections 4.02(a)(i), 4.02(a)(iv), and 4.02(a)(v).

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit A-1, or such other form as accepted by the Administrative Agent.

“Attributable Indebtedness” shall mean, on any date, in respect of any Capitalized Lease of any Person the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Authorized Officer” shall mean, with respect to any Credit Party, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Treasurer or any other senior officer (to the extent that such senior officer is designated as such in writing to the Agents by such Credit Party) of such Credit Party.

“Available Amount” means, at any date of determination, an amount not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(i) 100% of contributions to capital received by the Borrower after the Closing Date in cash or Cash Equivalents; provided that such capital contribution has not been designated for any other use hereunder, including with respect to any Cure Right, plus

(ii) 100% of aggregate Net Disposition Proceeds received by the Borrower after the Closing Date from the issuance or sale of Qualified Capital Stock of Borrower; provided that such capital contribution has not been designated for any other use hereunder, including with respect to any Cure Right, plus

(iii) 100% of the net proceeds of sales of and returns, distributions and similar amounts received in cash or Cash Equivalents on, Investments made using the Available Amount in accordance with the terms herein to the extent such Investments were made using the Available Amount, minus

(iv) all amounts previously utilized with the Available Amount pursuant to clause (a) of the definition of “Permitted Acquisition” and clauses (d) and (h) of the definition of “Permitted Investments” after the Closing Date and prior to such time.

4

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.15(d).

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Secrecy Act” shall mean the Bank Secrecy Act of 1970, as amended, and the rules and regulations promulgated thereunder.

“Benchmark” shall mean, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15(a).

“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) the sum of (i) Daily Simple SOFR and (ii) the Daily Simple SOFR Adjustment, or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread

5

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” shall mean, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean, the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

6

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” shall mean the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.15 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.15.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Benefited Lender” shall have the meaning set forth in Section 12.09.

“Board of Directors” means, with respect to any Person, such Person’s board of directors or similar governing body; provided that if such term is used herein without reference to any Person, this term shall mean the board of directors or similar governing body of the Borrower.

“Bookings” shall mean, for any period, the aggregate annualized contract value of new and renewal customer contracts booked during such period.

“Borrower” shall have the meaning set forth in the preamble to this Agreement.

“Borrowing” shall mean and include the incurrence of one Type of Term Loan on a given date (or resulting from conversions or continuations on a given date after the Closing Date) having, in the case of SOFR Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of SOFR Loans).

“Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close.

“Capital Stock” shall mean any and all shares, interests, participations, units or other equivalents (however designated) of capital stock of a corporation, membership interests in a limited liability company, partnership interests of a limited partnership, any and all equivalent ownership interests in a Person and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalized Lease Obligations” subject to Section 1.03, shall mean, as applied to any Person, all obligations under Capitalized Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities on the balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.

7

“Capitalized Leases” shall mean, as applied to any Person, all leases of property that have been or should be, in accordance with GAAP, recorded as capitalized leases on the balance sheet of such Person or any of its Subsidiaries, on a consolidated basis; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on the balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP; provided, further, that for purposes of representations, covenants and calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases and capital leases in a manner consistent with their treatment under generally accepted accounting principles as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that have occurred or may occur thereafter.

“Cash Equivalents” shall mean:

(a) any direct obligation of (or unconditional guarantee by) the United States (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States) maturing not more than one year after the date of acquisition thereof;

(b) investments in Indebtedness issued by persons with a long term rating of “A-2” or higher from Moody’s (or the then equivalent grade), A or higher from S&P (or the then equivalent grade), or A or higher from Fitch (or the then equivalent grade);

(c) any certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, which is issued by either: (i) a bank organized under the laws of the United States (or any state thereof) or the District of Columbia (or is the principal banking subsidiary of a bank holding company organized under the laws of the United States (or any state thereof) or the District of Columbia) which has, at the time of acquisition thereof, (A) a credit rating of A-2 (or the then equivalent grade) or higher from Moody’s or A (or the then equivalent grade) or higher from S&P and (B) a combined capital and surplus greater than $500,000,000, or (ii) a Lender or an Affiliate of a Lender;

(d) any repurchase agreement having a term of thirty (30) days or less entered into with any Lender or any commercial banking institution satisfying, at the time of acquisition thereof, the criteria set forth in clause (c)(i) which (i) is secured by a fully perfected security interest in any obligation of the type described in clause (a), and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender or commercial banking institution thereunder;

(e) investments in money market funds investing primarily in assets described in clauses (a) through (d) and (g) of this definition;

(f) demand deposit accounts holding cash;

(g) securities and loans with maturities of one year or less from the date of acquisition issued by, or backed by a standby letter of credit issued by, any commercial bank satisfying the requirements of clause (c) above; and

(h) other short-term investments of a type analogous to the foregoing utilized by any Foreign Subsidiary.

“Casualty Event” shall mean the damage, destruction or condemnation, as the case may be, of property of any Person or any of its Subsidiaries.

8

“Change in Law” shall mean the occurrence, after the Original Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. For purposes hereof, the Dodd-Frank Act and any and all rules, regulations, orders, requests, guidelines and directives adopted, promulgated or implemented in connection therewith are deemed to have been introduced and adopted after the date of the Original Closing Date.

“Change of Control” shall mean (a) at any time prior to an IPO, an event or series of events by which the Permitted Holders shall, directly or indirectly, fail to beneficially own, on a fully diluted basis, at least 50.1% of the outstanding Capital Stock entitled to vote of the Borrower; or (b) at any time from and after an IPO, the acquisition by any Person, or two or more Persons acting in concert who is not a Permitted Holder, of beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of 40% or more of the outstanding voting Capital Stock of the Borrower on a fully diluted basis.

“Claims” shall have the meaning set forth in the definition of “Environmental Claims”.

“Class” shall mean, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Closing Date Term Loans or Delayed Draw Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Closing Date Term Loan Commitment or a Delayed Draw Term Loan Commitment.

“Closing Date” shall mean August 17, 2023.

“Closing Date Projections” shall mean the forecasted financial projections of the Credit Parties for the fiscal years ending January 31, 2024 through January 31, 2027.

“Closing Date Term Loan” shall have the meaning set forth in Section 2.01(a)(i).

“Closing Date Term Loan Commitment” shall mean, (a) in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.01(a) as such Lender’s “Closing Date Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Closing Date Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the outstanding Closing Date Term Loans, in each case as the same may be changed from time to time pursuant to the terms hereof.

“Closing Date Term Loan Facility” shall have the meaning set forth in the recitals to this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” shall mean any assets of any Credit Party upon which Collateral Agent has been granted a Lien pursuant to the Security Documents.

“Collateral Access Agreement” shall mean an agreement with respect to a Credit Party’s leased location or bailee location, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“Collateral Account” shall mean any Deposit Account, Securities Account, or Commodity Account of a Credit Party, in each case except to the extent constituting an Excluded Account.

9

“Collateral Agent” shall have the meaning set forth in the preamble to this Agreement.

“Commitment” shall mean, with respect to each Lender, such Lender’s Closing Date Term Loan Commitment, Delayed Draw Term Loan Commitment or Supplemental Delayed Draw Term Loan Commitment.

“Commodity Account” shall mean any “commodity account” as defined in the UCC with such additions to such term as may hereafter be made.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company Sensitive Information” shall have the meaning set forth in Section 7.22(c).

“Compliance Certificate” shall mean a certificate duly completed and executed by an Authorized Officer of the Borrower substantially in the form of Exhibit C-1, together with such changes to or departures from such form as the Administrative Agent and the Borrower may from time to time approve for the purpose of monitoring the Credit Parties’ compliance with the Financial Performance Covenants.

“Confidential Information” shall have the meaning set forth in Section 12.18.

“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.11 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contingent Liability” shall mean, for any Person, any agreement, undertaking or arrangement by which such Person guarantees, endorses or otherwise becomes or is contingently liable upon (by agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Stock of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be (x) the outstanding principal amount of the debt, obligation or other liability guaranteed thereby or (y) if such Contingent Liability is secured by a Lien on any assets of such Person, the lesser of (A) the amount of the Indebtedness secured by such Lien and (B) the value of the assets subject to such Lien.

10

“Contractual Obligation” shall mean, as to any Person, any obligation of such Person under any security issued by such Person or any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound other than the Obligations.

“Control Agreement” shall mean a control agreement, in form and substance reasonably satisfactory to Collateral Agent, (i) with respect to a Credit Party’s securities accounts, deposit accounts or investment property, as the case may be, maintained by a branch office or bank located within the U.S., executed and delivered by the applicable Credit Party, Collateral Agent, and the applicable securities intermediary or bank, which agreement is sufficient to give Collateral Agent “control” over each of such accounts, and (ii) with respect to securities accounts, deposit accounts or investment property, as the case may be, maintained by a branch office or bank located outside of the U.S., such control agreements, pledges or other instruments required under such non-U.S. jurisdiction to perfect a security interest in such foreign accounts, and in each case of clauses (i) and (ii), other than any Excluded Account.

“Controlled Affiliates” shall mean, with respect to any Person, Affiliates of such Person who are directly or indirectly, under the control of, or common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by ownership or general partnership and not by contract.

“Copyrights” shall mean any and all copyright rights, copyright applications, copyright registrations and like protections of a Person in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Covenant Failure Period” shall have the meaning set forth in Section 10.03.

“Credit Documents” shall mean this Agreement, the Fee Letter, the Guarantee Agreement, the Security Documents, any Notes issued by the Borrower hereunder, any intercreditor or subordination agreements in favor of any Agent with respect to this Agreement, and any other agreement entered into now, or in the future, by any Credit Party, on the one hand, and any Agent or Lender, on the other hand, in connection with and related to the financing transactions contemplated by this Agreement or which states that it is a “Credit Document”.

“Credit Extension” shall mean and include the making (but not the conversion or continuation) of a Term Loan.

“Credit Facility” shall mean any of the Closing Date Term Loan Facility or the Delayed Draw Term Loan Facility, as applicable, and collectively shall mean, the Closing Date Term Loan Facility and the Delayed Draw Term Loan Facility.

“Credit Party” shall mean the Borrower, each of the Guarantors and each other Person that becomes a Credit Party hereafter pursuant to the execution of joinder documents.

“Cure Amount” shall have the meaning set forth in Section 10.03(a).

“Cure Right” shall have the meaning set forth in Section 10.03(a).

“Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

11

“Daily Simple SOFR Adjustment” shall mean a percentage per annum equal to 0.26161%.

“Data Protection Laws” shall mean all Applicable Laws, in multiple jurisdictions worldwide, that relate to (a) the confidentiality, processing, privacy, security, protection, transfer or trans-border data flow of Personal Data, personally-identifiable information or customer information, or (b) electronic data privacy; whether such laws are in place as of the effective date of this Agreement or come into effect during the term.

“DDTL Utilization Term Loan Interest Increase” shall have the meaning set forth in Section 2.08(b).

“DDTL Utilization Term Loan Interest Increase Period” shall have the meaning set forth in Section 2.08(b).

“Deposit Account” shall mean any “deposit account” as defined in the UCC with such additions to such term as may hereafter be made, and includes any checking account, savings account or certificate of deposit.

“Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Interest” shall have the meaning set forth in Section 2.08(c).

“Defaulting Lender” shall mean, subject to Section 2.14(b), any Lender that, as determined by the Administrative Agent, (a) has failed to (i) fund any portion of the Term Loans when required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) has not been satisfied), (c) has failed, within one (1) Business Day after written request by the Administrative Agent or the Borrower, to confirm in writing in a manner satisfactory to the Administrative Agent that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a bankruptcy or Insolvency Proceeding, (ii) had a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, (iii) become the subject of a Bail-in Action; or (iv) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so

12

long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error.

“Delayed Draw Term Loan” shall have the meaning set forth in Section 2.01(b).

“Delayed Draw Term Loan Commitment” shall mean, (a) in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.01(a) as such Lender’s “Delayed Draw Term Loan Commitment”, and (b) in the case of any Lender that becomes a Lender after the Closing Date, the amount specified as such Lender’s “Delayed Draw Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Delayed Draw Term Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof (including by the incurrence of Supplemental Delayed Draw Term Loan Commitments in accordance with Section 2.01(c)(i) and pro rata increases of the Delayed Draw Term Loan Commitment of any Lender in accordance with Section 2.08(f)). The Delayed Draw Term Loan Commitment shall be reduced on a dollar-for-dollar basis in connection with each borrowing of Delayed Draw Term Loans hereunder.

“Delayed Draw Term Loan Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (a) such Lender’s portion of the Delayed Draw Term Loan Commitment by (b) the Delayed Draw Term Loan Commitments, subject to adjustment as provided in Section 2.14; provided that at any time when the Delayed Draw Term Loan Commitments shall have been terminated, each Lender’s portion of the Delayed Draw Term Loan Commitment Percentage shall be its Delayed Draw Term Loan Commitment Percentage as in effect immediately prior to such termination.

“Delayed Draw Term Loan Facility” shall have the meaning set forth in the recitals.

“Delayed Draw Term Loan Termination Date” shall mean the earliest of (a) the Maturity Date and (b) the date on which the Delayed Draw Term Loan Commitment is reduced to $0 pursuant to Section 2.01(b) or Section 4.01 or terminates pursuant to Article X.

“Delayed Draw Term Loan Lender” shall mean any Lender of Delayed Draw Term Loans or which has provided a Delayed Draw Term Loan Commitment that remains in effect.

“Disposition” shall mean, with respect to any Person, any sale, transfer, lease (as lessor), contribution or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of such Person’s or their respective Subsidiaries’ assets (including Accounts Receivable and Capital Stock of Subsidiaries) to any other Person in a single transaction or series of transactions.

“Disqualified Capital Stock” shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition under such terms, (a) matures or is mandatorily redeemable (other than solely for Capital Stock other than Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable (other than contingent indemnification obligations for which demand has not been made) and the termination of the Total Commitments, or the refinancing thereof), (b) is redeemable at the option of the holder thereof (other than solely for Capital

13

Stock other than Disqualified Capital Stock) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable (other than contingent indemnification obligations for which demand has not been made) and the termination of the Total Commitments or the refinancing thereof), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case of (a) through (d), prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Capital Stock is issued pursuant to a plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

“Domestic Subsidiary” shall mean each Subsidiary of the Borrower that is organized under the Applicable Laws of the United States, any state, territory, protectorate or commonwealth thereof, or the District of Columbia.

“Earnout Indebtedness” means, with respect to any acquisition, any consideration to be paid or payable at any future time, including any payment representing the deferred purchase price or “earn-outs”, in each case, to the extent stated as a liability on the balance sheet of the acquiring Person in accordance with GAAP. For the avoidance of doubt, post-closing working capital or other balance sheet based purchase price adjustments do not constitute Indebtedness or Earnout Indebtedness.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Environmental Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law (“Claims”), including, but not limited to, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the release or threatened release of Hazardous Materials or arising from alleged injury or threat of injury from the release or threatened release of Hazardous Materials.

“Environmental Law” shall mean any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code, permit and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of the environment or human or ecological health or safety (to the extent relating to exposure to Hazardous Materials).

14

“Equipment” shall mean all “equipment” as defined in the UCC 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” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that, together with any Credit Party or a Subsidiary thereof is treated as a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

“Erroneous Payment” has the meaning assigned to it in Section 12.26(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 12.26(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 12.26(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 12.26(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 12.26(d).

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” shall have the meaning set forth in Section 10.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Assets” has the meaning specified in the Security Pledge Agreement.

“Excluded Locations” shall mean the following locations where Collateral may be located from time to time: (a) locations where mobile office equipment (e.g., laptops, mobile phones and the like) may be located with employees in the ordinary course of business, (b) other locations where, less than $2,500,000 of Collateral is located, at any one location, or (c) any location outside of the United States; provided that the Borrower’s headquarters location shall not constitute an “Excluded Location”.

“Excluded Subsidiary” means (a)(i) Rubrik India Private Limited, (ii) Rubrik The Netherlands B.V., and (iii) Rubrik UK Limited, and (iv) upon consummation of the Laminar Acquisition, Laminar Israel Ltd., and in each case of clauses (i) through (iv), their respective Subsidiaries, (b) any Subsidiary that is a Foreign Subsidiary Holding Company, or (c) any Subsidiary that is an Immaterial Subsidiary; provided that, notwithstanding the foregoing, any Subsidiary (other than any Foreign Subsidiary Holding Company) that generates at least $50,000,000 of the Annualized Subscription Recurring Revenue of Borrower and its Subsidiaries shall not be an Excluded Subsidiary.

15

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to any Agent or any Lender or required to be withheld or deducted from a payment to any Agent or any Lender, (a) Taxes imposed on (or measured by) net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Person being organized under the laws of or having its principal office or, in the case of any Lender, its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are otherwise Other Connection Taxes, (b) in the case of a Lender, any U.S. federal withholding tax that is imposed on amounts payable to such Lender pursuant to a law in effect on the date on which such Lender acquires an interest in a Loan or Commitment or designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 4.04(a), (c) Taxes attributable to the failure of any Lender or Agent to comply with its obligations under Section 4.04(f) or Section 4.04(j), as applicable, and (d) any withholding taxes imposed under FATCA.

“FATCA” shall mean Code Sections 1471 through 1474 (as of the date of this Agreement, or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Code Section 1471(b)(1), any intergovernmental agreement entered into among Governmental Authorities pursuant to the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement, or any treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“FCPA” has the meaning specified in Section 7.28.

“Federal Funds Rate” shall mean, for any day, a fluctuating interest rate per annum equal to: (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next succeeding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it, or otherwise in the Administrative Agent’s sole discretion.

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System, or any successor thereto.

“Fee Letter” shall mean, collectively, (a) that certain Fee Letter, dated as of the Original Closing Date, by and between the Borrower and GS, (b) that certain Fee Letter, dated as of the Closing Date, by and between the Borrower and GS, and (c) any other fee letter made by the Borrower for the benefit of any Lender, Agent, or any Related Party of the foregoing in connection with the transactions contemplated herein.

“Fees” shall mean all amounts payable pursuant to Section 3.01.

“Financial Performance Covenants” shall mean the covenants set forth in Section 9.12.

“Floor” shall mean, with respect to SOFR Loans, a rate of interest equal to 1.00% per annum.

“Foreign Subsidiary” shall mean each Subsidiary of a Credit Party that is not a Domestic Subsidiary.

16

“Foreign Subsidiary Holding Company” shall mean any direct or indirect Domestic Subsidiary of the Borrower, with no material assets other than Capital Stock (including any debt instrument treated as equity for U.S. federal income tax purposes) of, or such Capital Stock and obligations owed or treated for U.S. federal income tax purposes as owed by, one or more controlled foreign corporations (within the meaning of Section 957 of the Code) or other Foreign Subsidiary Holding Companies.

“GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided that if at any time any change in GAAP after the date hereof would affect the computation of any financial ratio, covenant or other requirement set forth in any Credit Document, and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to preserve the original intent thereof in light of such change in GAAP (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (i) the Agents, the Lenders and the Credit Parties shall negotiate in good faith to effect such amendment and (ii) such provision shall be interpreted (and such ratio or requirement shall continue to be computed) on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“GDPR” shall mean the EU General Data Protection Regulation EU/2016/679 and any laws implementing or supplementing the GDPR.

“Governmental Approval” shall mean 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” shall mean any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing (including the National Association of Insurance Commissioners, and any successor thereto or its Securities Valuation Office).

“GS” shall have the meaning set forth in the preamble to this Agreement.

“GS Entity” means (i) any Affiliate of Goldman Sachs Asset Management, L.P., (ii) any entity or an Affiliate of an entity that administers, advises or manages Goldman Sachs Asset Management, L.P., and (iii) any entity that is administered, advised or managed by Goldman Sachs Asset Management, L.P. or any of its Affiliates.

“Guarantee Agreement” shall mean the Guarantee Agreement to be executed and delivered, substantially in the form of Exhibit U-1, by each Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties.

“Guarantee Obligations” shall mean, as to any Person, any Contingent Liability of such Person or other obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of

17

such Indebtedness against loss in respect thereof; provided that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Guarantors” shall mean each of the Borrower’s Subsidiaries listed on Schedule 7.12 and indicated as such, and each other Person required to guarantee the Obligations pursuant to this Agreement. Notwithstanding anything to the contrary, no Excluded Subsidiary shall be required to become a Guarantor.

“Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law because of its dangerous or deleterious properties or characteristics.

“Hedging Agreement” shall mean (a) any and all agreements and documents not entered into for speculative purposes that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations or commodity prices, and (b) any and all agreements and documents (and the related confirmations) entered into in connection with any transactions of any kind, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person on a marked-to-market basis under Hedging Agreements.

“Historical Financial Statements” shall mean (a) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended January 31, 2023, and (b) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended April 30, 2023.

“Immaterial Subsidiary” shall mean as of any date, any Subsidiary that (a) has total assets with a fair market value not in excess of two and a half percent (2.5%), with respect to any Immaterial Subsidiary individually, or seven and a half percent (7.5%), in the aggregate for all Immaterial Subsidiaries at any time, of the fair market value of the total assets of Borrower and its Subsidiaries, and (b) generates not in excess of two and a half percent (2.5%), with respect to any Immaterial Subsidiary individually, or seven and a half percent (7.5%), in the aggregate for all Immaterial Subsidiaries at any time, of the Annualized Subscription Recurring Revenue of Borrower and its Subsidiaries.

18

“Indebtedness” shall mean, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all indebtedness of such Person for borrowed money and all indebtedness of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) Hedging Obligations of such Person;

(d) all obligations of such Person to pay the deferred purchase price of property or services, other than trade accounts payable in the ordinary course of business and not overdue by more than ninety (90) days, deferred compensation obligations, and other than any obligations in respect of working capital adjustments in connection with any Investment permitted pursuant to Section 9.05(c) but including any Earnout Indebtedness;

(e) indebtedness of others (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Capital Stock; and

(h) all Guarantee Obligations of such Person in respect of any of the foregoing;

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or common law joint venture in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“indemnified liabilities” shall have the meaning set forth in Section 12.05.

“Indemnified Parties” shall have the meaning set forth in Section 12.05.

“Insolvency Proceeding” shall mean any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under Title 11 of the United States Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its property; or (c) an assignment or trust mortgage for the benefit of creditors.

“Intellectual Property” shall have the meaning set forth in the Security Pledge Agreement.

“Interest Period” shall mean, with respect to any SOFR Loan, the interest period applicable thereto, as determined pursuant to Section 2.09.

19

“Inventory” shall mean all “inventory” as defined in the UCC in effect on the Original Closing Date with such additions to such term as may hereafter be made.

“Investment” shall mean, relative to any Person, (a) any loan, advance or extension of credit made by such Person to any other Person, including the purchase by such first Person of any bonds, notes, debentures or other debt securities of any such other Person; (b) Contingent Liabilities in respect of obligations of any other Person; and (c) any Capital Stock or other ownership interest held by such Person in any other Person. The amount of any Investment (other than Contingent Liabilities) at any time shall be the original principal or capital amount thereof less all returns of principal or equity thereon made on or before such time and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such Investment.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“IPO” means the closing of the initial sale of shares of the Borrower’s common stock to the public in an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended.

“Joint Venture” shall mean (a) any Person which would constitute an “equity method investee” of the Borrower or any of the other Credit Parties and (b) any Person in whom the Borrower or any of the other Credit Parties beneficially owns 50% or less and more than 20% (or less than 20% if the Borrower or a Credit Party has control rights over such Person) of the outstanding Capital Stock.

“Laminar” shall have the meaning set forth in the recitals to this Agreement.

“Laminar Acquisition” shall have the meaning set forth in the recitals to this Agreement.

“Laminar Required Deliverables and Conditions” shall mean (a) the proposed closing date of the Laminar Acquisition, together with copies of the principal transaction documents in connection with such Laminar Acquisition, (b) [reserved], (c) without duplication with clause (a), complete executed or conformed copies of each material document, instrument and agreement executed in connection with the Laminar Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may reasonably require to evidence the termination of Liens on the assets, business, or division to be acquired, (d) a summary forecast model in form and substance reasonably satisfactory to the Administrative Agent, (e) if requested by the Administrative Agent, evidence in form and substance reasonably satisfactory to the Administrative Agent that the board of directors or other similar governing body of Laminar shall have approved the Laminar Acquisition, (f) unless waived by the Administrative Agent in its reasonable discretion, and to the extent available, all third-party commissioned due diligence reports, which may include a legal diligence memorandum, (g) a certificate of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that (i) Laminar and its Subsidiaries are each in a line of business permitted pursuant to Section 9.11, (ii) no Change of Control has or will be effectuated by the consummation of the Laminar Acquisition, and (iii) no Event of Default has occurred and is continuing both before and after giving effect to the Laminar Acquisition, and (h) a Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent (i) demonstrating that as of the last day of the most recent fiscal quarter for which Historical Financial Statements have been delivered, Liquidity giving pro forma effect to the consummation of such Laminar Acquisition shall be equal to or greater than the Minimum Liquidity Amount, and (ii) including a written supplement substantially in the form of the applicable Schedules to the Security Pledge Agreement with respect to any additional assets and property of the Credit Parties.

“Lender” shall have the meaning set forth in the preamble to this Agreement.

20

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment for collateral purposes, lien (statutory or other) or similar encumbrance, and any easement, right-of-way, license, restriction (including zoning restrictions) or encumbrance (including any conditional sale or other title retention agreement or any lease in the nature thereof) on title to real property and any financing lease having substantially the same economic effect as any of the foregoing; provided that in no event shall an operating lease or any precautionary UCC filings made pursuant thereto by an applicable lessor or lessee, be deemed to be a Lien.

“Liquidity” shall mean, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents held by each of the Credit Parties as of such date in deposit or securities accounts subject to Control Agreements (subject to the time periods specified in Section 8.15).

“Liquidity Cure Amount” shall have the meaning set forth in Section 10.03(a).

“Loan” shall mean, individually, any Term Loan made by any Lender hereunder, and collectively, the Term Loans made by the Lenders hereunder.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Credit Documents, (c) the rights or remedies of the Secured Parties or the Lenders hereunder or thereunder, or (d) the priority or perfection of any Liens granted to Collateral Agent by the Credit Parties with respect to a material portion of the Collateral.

“Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary.

“Maturity Date” shall mean (a) August 17, 2028, or (b) such earlier date as the Term Loans become due and payable in accordance with Article X.

“Maximum Accrual” shall have the meaning set forth in Section 4.04(i).

“Merger Sub” shall have the meaning set forth in the recitals to this Agreement.

“Minimum Borrowing Amount” shall mean $2,500,000.

“Minimum Liquidity Amount” shall mean $25,000,000.

“Minimum Subscription Recurring Revenue Amount” shall mean $250,000,000.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor by merger or consolidation to its business.

“Mortgage” shall mean a mortgage or a deed of trust, deed to secure debt, trust deed or other security document entered into by any applicable Credit Party and the Collateral Agent for the benefit of the Secured Parties in respect of any owned Real Property owned by such Credit Party, in such form as agreed between such Credit Party and the Collateral Agent.

“Multiemployer Plan” shall mean any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, as to which any Credit Party, Subsidiary of a Credit Party or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

21

“Net Casualty Proceeds” shall mean, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by any Credit Party or any of their respective Subsidiaries in connection with such Casualty Event (net of all out-of-pocket collection expenses thereof not payable to a Credit Party or Affiliate thereof (other than reimbursements of reasonable out-of-pocket expenses of such Affiliates) (including, without limitation, any legal or other professional fees)), and less any Taxes reasonably estimated (in good faith) to be payable by such Person on account of such insurance proceeds or condemnation award.

“Net Debt Proceeds” shall mean, with respect to the sale, incurrence or issuance by any Credit Party or any of their respective Subsidiaries of any Indebtedness, the excess of: (a) the gross cash proceeds received by such Credit Party or any of its Subsidiaries from such sale, incurrence or issuance, over (b) all underwriting commissions and legal, investment banking, underwriting, brokerage, accounting and other professional fees, sales commissions and disbursements and all other reasonable fees, expenses and charges, in each case actually incurred in connection with such sale, incurrence or issuance which have not been paid and are not payable to Affiliates of such Credit Party in connection therewith (other than reimbursements of reasonable out-of-pocket expenses of such Affiliates).

“Net Disposition Proceeds” shall mean, with respect to any Disposition by any Credit Party or any of their respective Subsidiaries, the excess of: (a) the gross cash proceeds received by such Person from such Disposition, over (b) the sum of: (i) all legal, investment banking, underwriting, brokerage and accounting and other professional fees, sales commissions and disbursements and all other out-of-pocket fees, expenses and charges, in each case actually incurred in connection with such Disposition (including any reasonable and customary amounts paid by any third party and reimbursed by a Credit Party or any of their respective Subsidiaries) which have not been paid and are not payable to Affiliates of such Person (other than reimbursements of reasonable out-of-pocket expenses of such Affiliates to the extent permitted hereunder), (ii) all Taxes reasonably estimated (in good faith) to be payable by such Person on account of proceeds from such Disposition, (iii) the amount of such cash or Cash Equivalents required to repay any Indebtedness which is secured by the assets subject to such Disposition (other than the Obligations), so long as such Indebtedness is permitted under this Agreement or has been consented to by the Required Lenders, and (iv) amounts provided as a reserve for liabilities or indemnification payments (fixed or contingent), attributable seller’s indemnities and representations and warranties to purchasers and other retained liabilities in respect of such Disposition undertaken by any Credit Party or any Subsidiary of a Credit Party in connection with such Disposition; provided that to the extent any amount referred to in clause (b)(iv) above ceases to be so reserved, the amount thereof, if any, pursuant to clause (b)(iv) above shall be deemed to be Net Disposition Proceeds at such time and shall be applied to the prepayment of the Obligations pursuant to Section 4.02(a)(vi) within five (5) Business Days.

“Non-Consenting Lender” shall have the meaning set forth in Section 12.07(b).

“Non-Excluded Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Non-U.S. Lender” shall have the meaning set forth in Section 4.04(b).

“Note” shall mean, a Term Loan Note.

“Notice of Borrowing” shall have the meaning set forth in Section 2.03.

“Notice of Conversion or Continuation” shall have the meaning set forth in Section 2.06.

“Notice of Control” shall have the meaning set forth in Section 8.15(b).

22

“Obligations” shall mean with respect to each Credit Party, all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of such Credit Party arising under or in connection with any Credit Document, including all fees payable under any Credit Document and the principal of and interest (including (x) interest accruing during the pendency of any proceeding of the type described in Section 10.01(h), whether or not allowed in such proceeding and (y) the Applicable Prepayment Premium (if applicable)) on the Loans.

“Organization Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, Joint Venture, trust or other form of business entity, the partnership, Joint Venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Closing Date” shall mean the “Closing Date” as defined in the 2022 Credit Agreement.

“Original Currency” shall have the meaning set forth in Section 12.24(a).

“Other Connection Taxes” shall mean, with respect to any Agent or any Lender, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Currency” shall have the meaning set forth in Section 12.24(a).

“Other Taxes” shall mean any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes (but excluding any Excluded Tax) arising from any payment made hereunder or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment pursuant to Section 12.07.

“Participant” shall have the meaning set forth in Section 12.06(c)(i).

“Participant Register” shall have the meaning set forth in Section 12.06(c)(ii).

“Patents” shall mean all patents, patent applications and like protections of a Person including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same and all rights therein provided by international treaties or conventions.

“Patriot Act” shall have the meaning set forth in Section 12.21.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

23

“Perfection Certificate” shall mean the perfection certificate delivered to the Agents on the Closing Date, in form and substance reasonably satisfactory to the Agents.

“Permitted Acquisition” shall mean any Acquisition that meets all of the following requirements:

(a) the aggregate consideration (cash and non-cash) to be paid by the Credit Parties (including any Indebtedness assumed or issued in connection therewith, and the actual amount paid in connection with any deferred purchase price obligation (including any earn-out obligation), but excluding (i) for the avoidance of doubt post-closing working capital or other balance sheet based purchase price adjustments and (ii) the value of any Capital Stock of any Credit Party issued to the seller in connection with such Acquisition) in connection with all Permitted Acquisitions of targets who will not become Credit Parties or of assets that will not become Collateral, made on and after the Original Closing Date (other than in respect of the consummation of the Laminar Acquisition) in an aggregate amount not to exceed (x) $25,000,000 plus (y) the Available Amount in an aggregate amount not to exceed $50,000,000 minus the amount of Investments made pursuant to clause (d) and clause (h) of the definition of “Permitted Investments”;

(b) the Person or business to be acquired is in a line of business permitted pursuant to Section 9.11;

(c) no more than ten (10) Business Days after the signing of any agreement obligating any Credit Party to consummate such Acquisition (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), the Borrower shall have delivered written notice to the Administrative Agent, which notice shall include (i) the proposed closing date of such Acquisition, together with copies of the current drafts of the principal transaction documents in connection with such Acquisition and (ii) for any Acquisition (other than the Laminar Acquisition) for which the aggregate consideration (cash and non-cash) exceeds $10,000,000, an acquisition summary, which summary must include a reasonably detailed description of the terms and conditions, including economic terms and operating results (including financial statements for the most recent twelve (12) month (or shorter period) for which they are available) of the proposed Acquisition;

(d) not more than ten (10) Business Days after the consummation of such Acquisition (or any later date approved by the Administrative Agent in its sole discretion), the Administrative Agent has received complete executed or conformed copies of each material document, instrument and agreement executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent reasonably requires to evidence the termination of Liens on the assets, business, or division to be acquired;

(e) for any Acquisition for which the aggregate consideration (cash and non-cash) exceeds $20,000,000, the Borrower has provided the Administrative Agent with summary forecasted balance sheets, profit and loss statements, and cash flow statements, in each case on a Pro Forma Basis, of the Borrower and its Subsidiaries, all prepared on a basis consistent with the Historical Financial Statements, subject to adjustments to reflect projected consolidated operations following the Acquisition;

(f) the board of directors or other similar governing body of the Person to be acquired shall have approved such Acquisition (and, if requested, the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, of such approval);

(g) (A) if such Acquisition is a merger or consolidation with the Borrower or a Credit Party, then the Borrower or such Credit Party shall be the surviving Person, and no Change of Control shall have been effected thereby and (B) if such Acquisition is structured as a purchase of equity, the Borrower shall own, directly or indirectly, no less than a majority of the Capital Stock of the target company;

24

(h) the provisions of Section 8.10 shall have been satisfied (and within the time periods specified therein), including (to the extent required under Section 8.10), without limitation, the target company (if that Acquisition is structured as a purchase of equity) or the Credit Party (if that Acquisition is structured as a purchase of assets or a merger and a Credit Party is the surviving entity) shall execute and deliver to the Administrative Agent (in each case solely to the extent required by Section 8.10) (i) all documents necessary to grant to the Administrative Agent a first-priority Lien in all Collateral of each of the target company or surviving company and its Subsidiaries, each in form and substance reasonably satisfactory to Administrative Agent, and (ii) an unlimited Guaranty of the Obligations, or at the option of the Administrative Agent in the Administrative Agent’s absolute discretion, a joinder agreement satisfactory to the Administrative Agent in which each of the target company or surviving company and its Subsidiaries becomes a borrower under this Agreement and assumes primary joint and several liability for the Obligations;

(i) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that as of the last day of the most recent fiscal quarter for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.01, Liquidity giving pro forma effect to the consummation of such Permitted Acquisition shall be equal to or greater than the Minimum Liquidity Amount;

(j) no Event of Default shall have occurred and be continuing both before and after giving effect to such Acquisition; and

(k) for any Acquisition for which the aggregate consideration (cash and non-cash) exceeds $10,000,000, the Borrower has provided the Administrative Agent with a quality of earnings report, a legal diligence memorandum, an insurance diligence report, in each case to the extent available, and all other available third-party due diligence reports (in each case, unless waived by the Administrative Agent in its reasonable discretion).

“Permitted Holders” shall mean the owners of the Capital Stock of the Borrower entitled to vote as of the Original Closing Date (including (x) any such owner’s heirs, estate and any trust or controlled entity formed by any such holder for the benefit thereof or for the benefit of any of such equity owner’s heirs and estate and (y) any Affiliates of such owner who are directly or indirectly, under the control of, or common control with, such owner).

“Permitted Indebtedness” shall mean:

(a) the Obligations;

(b) any Indebtedness existing on the Original Closing Date, as set forth on Schedule 9.01;

(c) unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

(d) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(e) Capitalized Lease Obligations and purchase money Indebtedness secured by specific fixed or capital assets, incurred prior to or not later than 180 days after the time such assets are acquired, and not secured by any collateral other than such assets, improvements thereon, and proceeds thereof, in an aggregate amount not exceeding $5,000,000 at any time outstanding;

25

(f) Indebtedness consisting of obligations with respect to corporate credit cards incurred in the ordinary course of business, provided that the aggregate amount of Indebtedness outstanding at any time pursuant to this subsection (f) shall not exceed $2,500,000;

(g) letters of credit in an aggregate full amount not to exceed $5,000,000 at any time outstanding;

(h) Indebtedness that may be deemed to exist pursuant to any guaranties, performance, completion, bid, surety, statutory, appeal or similar obligations (but not with respect to letters of credit) incurred in the ordinary course of business or in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims;

(i) loans or advances made by any Credit Party to any Subsidiary and made by any Subsidiary to a Credit Party or any other Subsidiary; provided that (i) any such loans and advances owing by a Credit Party to another Credit Party or to a Subsidiary shall be subject to an intercompany subordination agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) such loans and advances made by Credit Parties to Subsidiaries that are not Credit Parties shall not exceed an aggregate amount outstanding at any time of $2,500,000 (determined without regard to any write-downs or write-offs);

(j) Indebtedness consisting of Permitted Investments;

(k) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;

(m) guarantees by any Credit Party or its Subsidiaries in respect of Permitted Indebtedness;

(n) Indebtedness consisting of repurchases of Capital Stock from former employees, officers or directors to the extent permitted under Section 9.05(b);

(o) Indebtedness consisting of Earnout Indebtedness incurred in connection with Permitted Acquisitions constituting any payment in cash not to exceed an aggregate amount outstanding at any time of 10.0% of Annualized Subscription Recurring Revenue;

(p) Indebtedness of any Person that becomes a Subsidiary after the Original Closing Date as part of an Investment otherwise permitted by Section 9.05 not to exceed an aggregate amount outstanding at any time of $2,500,000, which Indebtedness is existing at the time such Person becomes a Subsidiary (other than Indebtedness incurred in contemplation of or in connection with such Person becoming a Subsidiary);

(q) Indebtedness consisting of (i) unpaid insurance premiums (not in excess of one year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case in the ordinary course of business;

26

(r) Indebtedness arising as a direct result of judgments, orders, awards or decrees against Borrower or any of its Subsidiaries, in each case not constituting an Event of Default;

(s) Indebtedness of the Borrower and its Subsidiaries under Hedging Agreements not incurred for speculative purposes;

(t) other unsecured Indebtedness, in an aggregate outstanding principal amount not to exceed $2,500,000 at any time outstanding;

(u) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness described in clauses (a) through (t) above; provided that the principal amount thereof is not increased (other than by accrued interest and fees) and the terms thereof are not modified to impose more burdensome terms upon the Borrower or any of its Subsidiaries in any material respect.

“Permitted Investments” shall mean:

(a) any Investments (including, without limitation, in Subsidiaries) existing on the Original Closing Date, as set forth on Schedule 9.05;

(b) Investments consisting of Cash Equivalents;

(c) Investments consisting of repurchases of the Borrower’s Capital Stock from former employees, officers and directors of the Borrower to the extent permitted under Section 9.05(b);

(d) Investments by (i) a Credit Party in another Credit Party, (ii) Subsidiaries that are not Credit Parties in other Subsidiaries that are not Credit Parties and (iii) Credit Parties in Subsidiaries that are not Credit Parties made from and after the Original Closing Date using the Available Amount in an aggregate amount not to exceed $50,000,000 minus the amount of Investments made using the Available Amount in clause (a) of the definition of “Permitted Acquisition” and pursuant to clause (h) below, so long as no event of Default has occurred and is continuing immediately after giving effect thereto;

(e) 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 not involving the net transfer of cash proceeds to employees, officers or directors relating to the purchase of Capital Stock of the Borrower pursuant to employee stock purchase plans or other similar agreements approved by the Borrower’s Board of Directors;

(f) 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;

(g) Permitted Acquisitions;

(h) Investments made from and after the Original Closing Date using the Available Amount in an aggregate amount not to exceed $50,000,000 minus the amount of Investments made using the Available Amount in clause (a) of the definition of “Permitted Acquisition” and pursuant to clause (d) above, so long as no Event of Default has occurred and is continuing immediately after giving effect thereto;

(i) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;

27

(j) Investments consisting of accounts receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this clause (i) shall not apply to Investments of a Credit Party in any Subsidiary or Affiliate;

(k) Joint Ventures, strategic alliances and similar arrangements in the ordinary course of the Borrower’s business made from and after the Original Closing Date consisting of the nonexclusive licensing of technology, or the providing of technical support, in an aggregate amount not to exceed $1,000,000;

(l) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(m) Investments consisting of amounts on deposit in Deposit Accounts, securities accounts and commodities accounts that comply with the terms of Section 8.15 (to the extent applicable);

(n) Investments made or accepted in connection with transfers permitted by Sections 9.03 or 9.08;

(o) Investments consisting of the creation of a Subsidiary so long as such Subsidiary and Borrower comply with Section 8.10;

(p) Investments (i) constituting deposits, prepayments and other credits to suppliers made in the ordinary course of business, (ii) constituting extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (iii) consisting of workers compensation, utility, lease and similar deposits made in the ordinary course of business;

(q) Investments consisting of intercompany Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, without duplication of any such amounts; and

(r) any other Investments in an aggregate amount not to exceed $2,500,000 at any time outstanding.

“Permitted Liens” shall mean:

(a) Liens arising under this Agreement and the other Credit Documents;

(b) any Liens existing on the Original Closing Date, as set forth on Schedule 9.02;

(c) purchase money security interests or leases in specific fixed or capital assets permitted under clause (e) of the definition of “Permitted Indebtedness”;

(d) Liens for Taxes, fees, assessments or other government charges or levies, either (i) not yet due and payable or (ii) being contested in good faith and for which such Credit Party or Subsidiary maintains adequate reserves on its books in accordance with GAAP;

(e) leases or subleases of real property granted in the ordinary course of business of such Person, and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of business of such Person;

28

(f) Liens of carriers, landords, carriers, mechanics, repairmen, warehousemen, suppliers, or other similar Liens arising by operation of law in the ordinary course of business, 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, and with respect to which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(g) Liens to secure payment of workers’ compensation, employment insurance, pensions, social security and other like obligations incurred in the ordinary course of business;

(h) deposits or pledges of cash to secure worker’s compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bids, tenders, contracts (other than contracts for the payment of money), leases, surety and appeal bonds and other obligations of a like nature arising in the ordinary course of business and otherwise permitted hereunder;

(i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default;

(j) Liens in favor of other financial institutions arising in connection with a Deposit Account or Securities Account of a Credit Party or Subsidiary thereof held at such institutions; provided that the Collateral Agent has received a Control Agreement with respect thereto to the extent required pursuant to Section 8.15 of this Agreement;

(k) licenses and sublicenses of Intellectual Property which constitute a Permitted Transfer;

(l) Liens on cash collateral maintained in a separate Deposit Account identified in writing (which may be by email) to the Administrative Agent, securing Indebtedness described in clauses (f) and (g) of the defined term “Permitted Indebtedness”; provided that with respect to clause (g) of the defined term “Permitted Indebtedness” such cash collateral shall not exceed 105% of the face amount of any such outstanding letter of credit;

(m) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(n) Liens that constitute banker’s Liens, rights of set-off, or similar rights as to deposit accounts or other funds maintained with a bank or other financial institution (but only to the extent such banker’s Liens, rights of set-off or other rights are in respect of customary service charges relative to such deposit accounts and other funds, and not in respect of any loans or other extensions of credit by such bank or other financial institution to the Borrower);

(o) Liens on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement in connection with any Investment not prohibited hereby;

(p) deposits of cash or letters of credit with the owner or lessor of premises leased and operated by the Borrower or its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(q) Liens on amounts deposited as “security deposits” (or their equivalent) in the ordinary course of business in connection with actions or transactions not prohibited by this Agreement;

29

(r) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary or otherwise securing Indebtedness acquired or assumed pursuant to clause (p) of the definitions of Permitted Indebtedness (other than Liens on the Capital Stock of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, and (ii) such Liens do not attach to any other asset of Borrower or any of its Subsidiaries;

(s) source code escrow agreements entered into in the Ordinary Course Of Business;

(t) Liens securing obligations of the Borrower and its Subsidiaries in an aggregate principal amount not in excess of $2,500,000 at any one time; and

(u) Liens incurred in the extension, renewal or refinancing of the Indebtedness secured by Liens described in clauses (b) through (t) of this definition, but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and any proceeds or products thereof and the principal amount of the Indebtedness may not increase other than due to the capitalization of any interest or fees.

“Permitted Locations” shall mean, collectively, the following locations where Collateral may be located from time to time: (a) locations identified in the Perfection Certificate, (b) the Excluded Locations and (c) any other locations in the United States as to which Borrower has given the Administrative Agent the notice required by Section 9.11 hereof.

“Permitted Transfers” shall have the meaning set forth in Section 9.04.

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any Governmental Authority.

“Personal Data” shall mean (a) any information or data that, alone or together with any other information or data (i) can be used to identify, directly or indirectly, an individual, or (ii) can be used to authenticate such individual; and (b) any other information pertaining to an individual that is regulated or protected by one or more of the Data Protection Laws.

“PIK Interest” shall have the meaning set forth in Section 2.08(f).

“Plan” shall mean any employee pension benefit plan, as defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA, Section 412 of the Code or Sections 302 or 303 of ERISA, and that is sponsored, maintained or contributed to by any Credit Party, Subsidiary of a Credit Party or an ERISA Affiliate or in respect of which any Credit Party, Subsidiary of a Credit Party or an ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Pledged Stock” shall have the meaning set forth in the Security Pledge Agreement.

“Prime Rate” shall mean a variable per annum rate, as of any date of determination, equal to the rate as of such date published in the “Money Rates” section of The Wall Street Journal as being the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates). The Prime Rate will change as of the date of publication in The Wall Street Journal of a Prime Rate that is different from that published on the preceding Business Day. In the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Rate, the Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Rate.

“Privacy Agreements” shall have the meaning set forth in Section 7.22(a).

30

“Privacy Policies” shall have the meaning set forth in Section 7.22(b).

“Pro Forma Basis” shall mean, with respect to any period in which (x) any Permitted Investment under clause (g) of the definition thereof, or (y) any Disposition of all or substantially all Capital Stock in or assets of any Subsidiary or any division, business unit, line of business or facility used for operations of the Borrower or any Subsidiary (in each case, to a Person other than the Borrower or any Subsidiary) has been consummated, for any applicable financial covenant, performance or similar test, such transactions shall be deemed to have occurred as of the first day of the applicable computation period with respect to any test or covenant for which such calculation is being made and that:

(a) income statement items (whether positive or negative) attributable to the assets or Person subject to such event,

(i) in the case of a Disposition of all or substantially all Capital Stock in or assets of any Subsidiary or any division, business unit or line of business used for operations of the Borrower or any Subsidiary (in each case, to a Person other than the Borrower or any Subsidiary), shall be excluded, and

(ii) in the case of an Investment, shall be included,

(b) any retirement, extinguishment or repayment of Indebtedness shall be deemed to have occurred as of the first day of the applicable calculation period with respect to any test or covenant for which the relevant determination is being made; and

(c) any Indebtedness incurred or assumed by the Borrower or any Subsidiary in connection with such event shall be deemed to have occurred as of the first day of the applicable calculation period with respect to any test or covenant for which the relevant determination is being made (and all Indebtedness so incurred or assumed shall be deemed to have borne interest (x) in the case of fixed rate Indebtedness, at the rate applicable thereto or (y) in the case of floating rate Indebtedness, at the rates which were or would have been applicable thereto during the period when such Indebtedness was or was deemed to be outstanding).

“Projected Term Loan Interest” shall mean, as of any date of determination, an amount equal to the aggregate Term Loan Interest projected to be due and payable hereunder for the immediately subsequent fiscal year of the Borrower, as reasonably determined by the Borrower and as agreed by the Lenders holding existing Delayed Draw Term Loan Commitments.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

“Real Property” shall mean, with respect to any Person, all right, title and interest of such Person (including, without limitation, any leasehold estate) in and to a parcel of real property owned, leased or operated by such Person together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.

“Register” shall have the meaning set forth in Section 12.06(b)(iv).

“Regulation D” shall mean Regulation D of the Federal Reserve Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

31

“Regulation U” shall mean Regulation U of the Federal Reserve Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation X” shall mean Regulation X of the Federal Reserve Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder (excluding any such event for which the 30-day notice requirement has been waived under applicable regulations).

“Required Delayed Draw Term Loan Lenders” shall mean, at any date, Lenders having or holding more than fifty percent (50%) of the Delayed Draw Term Loan Commitment and Delayed Draw Term Loans, or if the Delayed Draw Term Loan Commitment has been terminated, the aggregate outstanding principal amount of the Delayed Draw Term Loans; provided that the Commitments and the portion of the outstanding principal amount of the Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Delayed Draw Term Loan Lenders; provided, further, that (i) if at any date of determination, (x) Goldman Sachs BDC, Inc. or any Affiliate thereof is a Lender and (y) the aggregate principal amount of outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments held by such Persons exceeds 20% of the aggregate principal amount of all outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments as of such date of determination, then any determination of “Required Delayed Draw Term Loan Lenders” shall require the affirmative vote of Goldman Sachs BDC, Inc., and (ii) if at any date of determination, (x) OR Tech Lending LLC, OR Tech Lending II LLC, OR Tech Lending IC LLC or any Affiliate of the foregoing is a Lender and (y) the aggregate principal amount of outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments held by such Persons exceeds 20% of the aggregate principal amount of all outstanding Delayed Draw Term Loans and Delayed Draw Term Loan Commitments as of such date of determination, then any determination of “Required Delayed Draw Term Loan Lenders” shall require the affirmative vote of such Persons.

“Required Lenders” shall mean, at any date, Lenders having or holding more than fifty percent (50%) of the sum of any outstanding Commitments and the outstanding principal amount of the Term Loans; provided that (a) the Commitments and the portion of the outstanding principal amount of the Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders, and (b) at any time there are two or more Lenders that are not Affiliates or Approved funds of one another, “Required Lenders” shall include at least two of such Lenders that are not Affiliates or Approved Funds of one another; provided, further, that (i) if at any date of determination, (x) Goldman Sachs BDC, Inc. or any Affiliate thereof is a Lender and (y) the aggregate principal amount of outstanding Loans and Commitments held by such Persons exceeds 20% of the aggregate principal amount of all outstanding Loans and Commitments as of such date of determination, then any determination of “Required Lenders” shall require the affirmative vote of Goldman Sachs BDC, Inc., and (ii) if at any date of determination, (x) OR Tech Lending LLC, OR Tech Lending II LLC, OR Tech Lending IC LLC or any Affiliate of the foregoing is a Lender and (y) the aggregate principal amount of outstanding Loans and Commitments held by such Persons exceeds 20% of the aggregate principal amount of all outstanding Loans and Commitments as of such date of determination, then any determination of “Required Lenders” shall require the affirmative vote of such Persons.

32

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted License” shall mean any material in-bound license or other similar material agreement (other than ordinary course customer contracts, off the shelf software licenses, licenses that are commercially available to the public, and open source licenses) to which a Credit Party or Subsidiary is a party that prohibits or otherwise restricts such Credit Party or Subsidiary from granting a security interest in its interest in such license or agreement.

“Restricted Payment” shall mean, with respect to any Person, (a) the declaration or payment of any dividend on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any class of Capital Stock of such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either directly or indirectly, whether in cash or property or (b) any payment of a management fee (or other fee of a similar nature) by such Person to any holder of its Capital Stock or any Affiliate thereof.

“S&P” shall mean Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., or any successor by merger or consolidation to its business.

“Sanctions” has the meaning specified in Section 7.29.

“SDN List” has the meaning specified in Section 7.29.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Parties” shall mean, collectively, (a) the Lenders, (b) the Agents, and (c) the beneficiaries of each indemnification obligation undertaken by any Credit Party under the Credit Documents.

“Securities Account” shall mean any “securities account” as defined in the UCC with such additions to such term as may hereafter be made.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securitization” shall have the meaning set forth in Section 12.08.

“Security Documents” shall mean, collectively, the Security Pledge Agreement, the Control Agreements, any Mortgage, each collateral assignment of representation and warranty insurance, each perfection certificate (including the Perfection Certificate) and each other security agreement or other instrument or document executed and delivered pursuant to Sections 8.10 or 8.13, pursuant to any of the Security Documents, or otherwise to secure any of the Obligations.

“Security Pledge Agreement” shall mean that certain Security Pledge Agreement, dated as of the Original Closing Date, by and among each Credit Party and the Collateral Agent for the benefit of the Secured Parties, as amended, amended and restated, supplemented or otherwise modified from time to time, and in form and substance satisfactory to Collateral Agent.

33

“Security Program” shall have the meaning set forth in Section 7.22(c).

“Subscription Recurring Revenue” shall mean, as of any date of determination, the aggregate contract value of recurring software-term subscriptions and software-as-a-service (or “SaaS”) subscriptions which are considered in effect and are attributable to the Borrower or any of its Subsidiaries, net of any discounts.

“Subscription Recurring Revenue Cure Amount” shall have the meaning set forth in Section 10.03(a).

“Supplemental Delayed Draw Term Loan Commitment” shall have the meaning set forth in Section 2.01(c)(i).

“Supplemental Delayed Draw Term Loan Commitment Effective Date” shall have the meaning set forth in Section 2.01(c)(i).

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Interest” shall have the meaning set forth in Section 2.08(b).

“SOFR Loan” shall mean any Term Loan bearing interest at a rate determined by reference to Term SOFR, other than pursuant to clause (c) of the definition of “ABR”.

“Solvency Certificate” shall mean a solvency certificate, duly executed and delivered by the chief financial officer of the Borrower to the Administrative Agent, in the form attached as Exhibit B-1 hereto.

“Solvent” shall mean, with respect to any Person, at any date, that (a) the sum of such Person’s debt (including Contingent Liabilities) does not exceed the present fair saleable value, measured on a going-concern basis of such Person’s present assets, (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on such date and (c) such Person has not incurred and does not intend to incur debts including current obligations beyond its ability to pay such debts as they become due in the ordinary course of business. For purposes of this definition, the amount of any Contingent Liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Subsidiary” of any Person shall mean and include (a) any corporation, limited liability company or other business entity more than fifty percent (50%) of whose Voting Stock having by the terms thereof power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other similar entity in which such Person directly or indirectly through Subsidiaries has more than a fifty percent (50%) equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of a Credit Party.

34

“Supplemental Delayed Draw Term Loan Commitment” shall have the meaning set forth in Section 2.01(c)(i).

“Tax Compliance Certificate” shall have the meaning set forth in Section 4.04(f)(ii).

“Taxes” shall mean all present or future income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings (including backup withholding) or other charges, now or hereafter imposed, enacted, levied, collected, withheld or assessed by any Governmental Authority, and all interest, additions to tax, penalties or similar liabilities with respect thereto.

“Term Loan” shall mean, individually any Closing Date Term Loan or Delayed Draw Term Loan made in accordance with the terms hereunder, and collectively, the Closing Date Term Loans and the Delayed Draw Term Loans made in accordance with the terms hereunder.

“Term Loan Interest” shall have the meaning set forth in Section 2.08(b).

“Term Loan Note” shall mean a promissory note substantially in the form of Exhibit T-1.

“Term SOFR” shall mean a rate per annum equal to the greater of (a) the sum of (i) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Term SOFR Determination Day”) that is two (2) Government Securities Business Days prior to the first day of such Interest Period; provided that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Government Securities Business Day is not more than three (3) Government Securities Business Days prior to such Term SOFR Determination Day plus (ii) the Term SOFR Adjustment, and (b) the Floor.

“Term SOFR Adjustment” shall mean a percentage per annum equal to (a) with respect to an Interest Period of one (1) month, 0.10%, (b) with respect to an Interest Period of three (3) months, 0.15%, and (c) with respect to an Interest Period of six (6) months, 0.25%.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Determination Date” shall have the meaning set forth in the definition of “Term SOFR”.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR published by the Term SOFR Administrator and displayed on CME’s Market Data Platform (or other commercially available source providing such quotations as may be selected by the Administrative Agent from time to time).

“Total Commitment” shall mean the sum of the Closing Date Term Loan Commitments, Delayed Draw Term Loan Commitments and any Supplemental Delayed Draw Term Loan Commitments of all Lenders.

35

“Total Credit Exposure” shall mean, as of any date of determination (a) with respect to each Lender, (i) prior to the termination of the Commitments, the sum of such Lender’s Total Commitment plus such Lender’s Term Loans or (ii) upon the termination of the Commitments, such Lender’s Term Loans and (b) with respect to all Lenders, (i) prior to the termination of the Commitments, the sum of all of the Lenders’ Total Commitments plus all Term Loans and (ii) upon the termination of the Commitments, the sum of all Lenders’ Term Loans.

“Trademarks” shall mean any trademark and service mark rights of a Person, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business connected with and symbolized by such trademarks.

“Type” shall mean, as to any Loan, its nature as an ABR Loan or SOFR Loan.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unasserted Contingent Obligations” shall have the meaning given to such term in the Security Pledge Agreement.

“Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the present value of the accrued benefits under the Plan as of the close of its most recent plan year, determined based upon the actuarial assumptions used by the Plan’s actuary for purposes of determining the minimum required contributions to the Plan as set forth in the Plan’s actuarial report for such plan year, exceeded the fair market value of the assets allocable thereto as determined for purposes of the Plan’s minimum funding requirements as set forth in such report.

“U.S.” and “United States” shall mean the United States of America.

“Voting Stock” shall mean, with respect to any Person, shares of such Person’s Capital Stock having the right to vote for the election of directors (or Persons acting in a comparable capacity) of such Person under ordinary circumstances (other than Capital Stock or other interests having such power only by reason of the happening of a contingency where such contingency has not yet occurred).

36

“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.

(c) Article, Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) Any reference herein to any person shall be construed to include such person’s successors and assigns (subject to any restrictions on assignments set forth herein).

(g) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(h) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

(i) All references to the knowledge of any Credit Party or facts known by any Credit Party shall mean actual knowledge of any Authorized Officer of such Person.

(j) Any Authorized Officer executing any Credit Document or any certificate or other document made or delivered pursuant hereto or thereto on behalf of a Credit Party, so executes or certifies in his/her capacity as an Authorized Officer on behalf of the applicable Credit Party and not in any individual capacity.

(k) In determining the amount of any Obligations not originally denominated in Dollars, the Administrative Agent may make such currency conversion calculations as are necessary utilizing any exchange rate quotation employed by the Administrative Agent in the ordinary course of its business.

37

SECTION 1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise permitted herein. In addition, the financial ratios and all related definitions set forth in the Credit Documents shall exclude the application of ASC 815, ASC 480 or ASC 718 and ASC 505-50 (to the extent that the pronouncements in ASC 718 or ASC 505-50 result in recording an equity award as a liability on the consolidated balance sheet of the Borrower and its Subsidiaries and the treatment of any dividend accruals thereon as interest expense in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity and such interest expense as dividends). Notwithstanding anything herein to the contrary, for purposes of representations, covenants and calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases and capital leases in a manner consistent with their current treatment under GAAP as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that have occurred or may occur thereafter.

SECTION 1.04 Rounding. Any financial ratios required to be maintained or complied with by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05 References to Agreements, Laws, etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Credit Documents) and other Contractual Obligations shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, renewals, replacements, refinancings, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, renewals, replacements, refinancings, supplements and other modifications are not prohibited by any Credit Document; and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

SECTION 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

SECTION 1.07 Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in Section 2.09 with respect to any of Interest Period) or performance shall extend to the immediately succeeding Business Day.

SECTION 1.08 Corporate Terminology. Any reference to officers, shareholders, stock, shares, directors, boards of directors, corporate authority, articles of incorporation, bylaws or any other such references to matters relating to a corporation made herein or in any other Credit Document with respect to a Person that is not a corporation shall mean and be references to the comparable terms used with respect to such Person.

38

SECTION 1.09 Divisions. For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.

ARTICLE II

Amount and Terms of Credit Facilities

SECTION 2.01 Loans.

(a) Closing Date Term Loans. Subject to and upon the terms and conditions set forth herein, each Lender having a Closing Date Term Loan Commitment severally agrees to make a loan or loans (individually a “Closing Date Term Loan” and collectively the “Closing Date Term Loans”) in the amount set forth opposite such Lender’s name on Schedule 1.01(a) to the Borrower, which Closing Date Term Loans (i) shall not exceed, for any such Lender, the Closing Date Term Loan Commitment of such Lender, (ii) shall be made on the Closing Date, (iii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all such Closing Date Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Closing Date Term Loans of the same Type, and (iv) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed.

(b) Delayed Draw Term Loans. Subject to and upon the terms and conditions herein set forth, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans (each such loan, a “Delayed Draw Term Loan”) to the Borrower, which Delayed Draw Term Loans (i) shall not exceed, for any such Lender, the Delayed Draw Term Loan Commitment of such Lender, (ii) shall be made at any time and from time to time after the Closing Date and prior to the Delayed Draw Term Loan Termination Date, (iii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all Delayed Draw Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iv) shall be incurred solely for the purpose of the payment of all or a portion of the Term Loan Interest in accordance with the terms of Section 2.08, and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. The Delayed Draw Term Loan Commitment shall be reduced on a dollar-for-dollar basis in connection with each borrowing of Delayed Draw Term Loans hereunder. Notwithstanding anything herein to the contrary, any Delayed Draw Term Loan shall be deemed as comprising a single Class with, and shall, to the extent possible under Applicable Law, be fungible with, the Closing Date Term Loans and shall constitute “Closing Date Term Loans” for all purposes under the Credit Documents, having terms and provisions identical to those applicable to the Closing Date Term Loans outstanding immediately prior to such date, except as otherwise set forth herein (including with respect to the interest rate margins applicable to such Delayed Draw Term Loans as set forth in Section 2.08).

(c) Supplemental Delayed Draw Term Loan Commitments.

(i) Requests. On or prior to the date that is twenty (20) Business Days before each of the first three (3) anniversaries of the Closing Date, the Borrower may request, by written notice to the Administrative Agent, an increase to the Delayed Draw Term Loan Commitments (each, a “Supplemental Delayed Draw Term Loan Commitment”) in an amount up to the Projected Term Loan Interest; provided that (A) the terms of all such Supplemental Delayed Draw Term Loan Commitments shall be identical to the terms of the Delayed Draw Term Loan Commitments in effect on the Closing Date,

39

(B) only Lenders holding existing Delayed Draw Term Loan Commitments may provide Supplemental Delayed Draw Commitments, (C) such Lenders shall provide Supplemental Delayed Draw Commitments on a pro rata basis in accordance with their existing Delayed Draw Term Loan Commitments, (D) no Lender shall be obligated to provide Supplemental Delayed Draw Term Loan Commitments, and (E) no Supplemental Delayed Draw Term Loan Commitments shall be effective unless all Lenders holding existing Delayed Draw Term Loan Commitments agree to provide such Supplemental Delayed Draw Term Loan Commitments (and for the avoidance of doubt, regardless of whether some but not all Lenders have consented to provide such Supplemental Delayed Draw Term Loan Commitments). Such notice shall set forth (x) the amount of the Supplemental Delayed Draw Term Loan Commitment being requested (which shall be in a minimum amount of $10,000,000 and multiples of $1,000,000 in excess thereof), and (y) the date (an “Supplemental Delayed Draw Term Loan Commitment Effective Date”) on which such Supplemental Delayed Draw Term Loan Commitment is requested to become effective (which, unless otherwise agreed by the Agents, shall not be less than ten (10) Business Days after the date of such notice).

(ii) [Reserved].

(iii) Conditions. No Supplemental Delayed Draw Term Loan Commitment shall become effective under this Section 2.01(c) unless, immediately after giving pro forma effect to such Supplemental Delayed Draw Term Loan Commitments,

(A) (x) no Default or Event of Default shall exist and (y) the representations and warranties set forth in the Credit Documents are true and correct in all material respects (without duplication of any materiality qualifiers), as of such time (unless made as at another specified time, in which case as of such other time),

(B) as of the last day of the most recent fiscal quarter for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.01, Liquidity giving pro forma effect to such Supplemental Delayed Draw Term Loan Commitments shall be equal to or greater than the Minimum Liquidity Amount,

(C) [reserved], and

(D) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower at least five (5) Business Days prior to the proposed date of such incurrence certifying as to the foregoing and attaching financial statements and reasonably detailed supporting calculations, in form reasonably satisfactory to the Administrative Agent, to evidence compliance with the foregoing clause (B) and the financial covenants set forth in Section 9.12 for the most recent fiscal quarter for which financial statements are required to be delivered pursuant to Sections 8.01(b) and (c).

(iv) [Reserved].

(v) Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Supplemental Delayed Draw Term Loan Commitments, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Supplemental Delayed Draw Term Loan Commitments, and any amendment may effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effectuate the provisions of this Section 2.01(c), and, for the avoidance of doubt, this Section 2.01(c)(v) shall supersede any provisions in Section 12.01. From and after each Supplemental Delayed Draw Term Loan Commitment Effective Date, the Commitments established pursuant to this Section 2.01(c) shall constitute Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Security Documents.

40

SECTION 2.02 Maximum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of Borrowings of Delayed Draw Term Loans shall not be more than the amount necessary to make any interest payment then due and payable on any such date of Borrowing of Delayed Draw Term Loans. More than one (1) Borrowing may be incurred on any date; provided that at no time shall there be outstanding more than five (5) Borrowings of SOFR Loans under this Agreement.

SECTION 2.03 Notice of Borrowing. The Borrower shall give the Administrative Agent prior written notice prior to 1:00 p.m. (New York City time) at least five (5) Business Days’ (or six (6) Business Days’, with respect to any PIK Interest election) prior to each Borrowing of Term Loans (or in the case of the Borrowing of Term Loans on the Closing Date, no later than 1:00 p.m. on the Closing Date, or such shorter period as the Administrative Agent may agree in its reasonable discretion). Such notice in the form of Exhibit N-1 (a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing, (C) with respect to any Borrowing of Term Loans other than a PIK Interest election made in accordance with Section 2.08(f), the wire instructions for the Borrower’s account where funds should be sent, and (D) with respect to (x) any PIK Interest election made in accordance with Section 2.08(f) and where there are no outstanding Delayed Draw Term Loans or (y) any other Borrowing of Term Loans (other than in connection with any PIK Interest election), whether the Term Loans shall consist of ABR Loans and/or SOFR Loans and, if the Term Loans are to include SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice of each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. If no election as to the Type of Loan is specified, then the requested Borrowing shall be a SOFR Loan with an Interest Period of one (1) month. If no Interest Period is specified with respect to any requested SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

SECTION 2.04 Disbursement of Funds.

(a) No later than (i) 2:00 p.m. (New York City time), in the case of each Borrowing of Delayed Draw Term Loans for which a Notice of Borrowing has been delivered in accordance with Section 2.03, on the date the requested Borrowing specified in the Notice of Borrowing therefor, each Lender will make available its pro rata portion, if any, of such Borrowing requested to be made on such date in the manner provided below, and (ii) 3:00 p.m. (New York City time), in the case of the making of the Closing Date Term Loans on the Closing Date, if the conditions set forth in Article V and Article VI to the effectiveness of this Agreement are met prior to 2:00 p.m. (New York City time) on the Closing Date, each Lender will make available its pro rata portion, if any, of the Term Loan in the manner provided below. Any Borrowings shall be made to or at the direction of the Borrower.

(b) Each Lender shall make available all amounts it is obligated to fund to the Borrower under any Borrowing, in immediately available funds to the Administrative Agent, and the Administrative Agent will, after receipt of all requested funds, make available to the Borrower, by wiring into an account designated or pursuant to instructions issued by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative

41

Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available the same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Rate or (ii) if paid by the Borrower the then-applicable rate of interest, calculated in accordance with Section 2.08, applicable to ABR Loans. If the Borrower and such Lender shall pay interest to the Administrative Agent for the same (or a portion of the same) period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.

(c) Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

SECTION 2.05 Payment of Loans; Evidence of Debt.

(a) Closing Date Term Loans. On the Maturity Date, the Borrower shall repay the entire principal amount of Closing Date Term Loans then outstanding.

(b) Delayed Draw Term Loans. On the Maturity Date, the Borrower shall repay the entire principal amount of Delayed Draw Term Loans then outstanding.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

(d) The Borrower agrees that from time to time on and after the Closing Date, upon the request by any Lender, at the Borrower’s own expense, the Borrower will execute and deliver to such Lender a Note, evidencing the Loans made by, and payable to such Lender or registered assigns in a maximum principal amount equal to such Lender’s share of the outstanding principal amount of the Closing Date Term Loans, Delayed Draw Term Loans or Delayed Draw Term Loan Commitment, as the case may be. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to, the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Credit Party absent manifest error; provided that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of any Credit Party. The Administrative Agent shall maintain the Register pursuant to Section 12.06(b)(iv), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Closing Date Term Loan or Delayed Draw Term Loan, the Type of each Loan made

42

and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by any Agent from the Borrower and each Lender’s share thereof. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(e) The entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (c) and (d) of this Section 2.05 shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided that the failure of any Lender or any Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

SECTION 2.06 Conversions and Continuations.

(a) The Borrower shall have the option on any Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Term Loans of one Type into a Borrowing or Borrowings of another Type and the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any SOFR Loans as SOFR Loans, as the case may be, for an additional Interest Period; provided that (i) no partial conversion of SOFR Loans shall reduce the outstanding principal amount of SOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) no ABR Loans may be converted into SOFR Loans if an Event of Default is in existence on the date of the proposed conversion, (iii) SOFR Loans may not be continued as SOFR Loans if an Event of Default is in existence on the date of the proposed continuation and shall be converted into ABR Loans and (iv) Borrowings resulting from conversions pursuant to this Section 2.06 shall be limited in number as provided in Section 2.02. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent written notice prior to 1:00 p.m. (New York City time) at least three (3) Business Days (or one (1) Business Day in the case of a conversion into ABR Loans) prior to such proposed conversion or continuation, in the form of Exhibit N-2 (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. If on any day a Loan is outstanding with respect to which a Notice of Borrowing or Notice of Conversion or Continuation has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a SOFR Loan with an Interest Period of one (1) month.

(b) If any Event of Default is in existence at the time of any proposed continuation of any SOFR Loans, if requested by the Required Lenders or the Administrative Agent, such SOFR Loans shall be converted on the last day of the current Interest Period into ABR Loans. If, upon the expiration of any Interest Period in respect of SOFR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in Section 2.06(a), the Borrower shall be deemed to have elected to convert (or continue, as applicable) such Borrowing of SOFR Loans into a Borrowing of SOFR Loans with a one (1) month Interest Period effective as of the expiration date of such current Interest Period.

43

SECTION 2.07 Pro Rata Borrowings. Each Borrowing of Closing Date Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Closing Date Term Loan Commitments. Each Borrowing of Delayed Draw Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Delayed Draw Term Loan Commitments. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder.

SECTION 2.08 Interest.

(a) Subject to Sections 2.08(b) and 2.08(c), (i) the unpaid principal amount of each Term Loan that is an ABR Loan shall bear interest from the date of the Borrowing thereof until repayment thereof at a rate per annum (the “ABR Interest”) that shall at all times be the sum of (A) the ABR in effect from time to time plus (B) 6.00%, and (ii) the unpaid principal amount of each Term Loan that is a SOFR Loan shall bear interest from the date of the Borrowing thereof until repayment thereof at a rate per annum (the “SOFR Interest”, and together with the ABR Interest, the “Term Loan Interest”) that shall at all times be the sum of (A) Term SOFR plus (B) 7.00%.

(b) At any time after the first anniversary of the Original Closing Date, the Term Loan Interest with respect to all outstanding Term Loans shall be reduced by 0.50% (a “Annualized Subscription Recurring Revenue Term Loan Interest Decrease”) if the Annualized Subscription Recurring Revenue is at least $500,000,000, as set forth in any Compliance Certificate delivered in accordance with the terms of this Agreement, with such Annualized Subscription Recurring Revenue Term Loan Interest Decrease to take effect starting on the first Business Day of the following month and ending on the last day of the fiscal quarter where the Annualized Subscription Recurring Revenue is less than $500,000,000, as set forth in any Compliance Certificate subsequently delivered in accordance with the terms of this Agreement; provided that, notwithstanding the foregoing, the Annualized Subscription Recurring Revenue Term Loan Interest Decrease shall not be applicable in any period in which Default Interest is payable in accordance with Section 2.08(c); provided, further, that notwithstanding the foregoing, it is understood and agreed that as of the Closing Date, an Annualized Subscription Recurring Revenue Term Loan Interest Decrease is in effect and shall end on the last day of the fiscal quarter where the Annualized Subscription Recurring Revenue is less than $500,000,000, as set forth in any Compliance Certificate subsequently delivered in accordance with the terms of this Agreement. At any time, the Term Loan Interest with respect to all outstanding Term Loans shall be increased by 0.50% (a “DDTL Utilization Term Loan Interest Increase”) for any period starting from the date of funding of any Delayed Draw Term Loans (including in the case of any amounts capitalized to the principal amount of Delayed Draw Term Loans in connection with the payment of PIK interest in accordance with Section 2.08(f) below) and ending on the date that is ninety (90) days (or one hundred eighty (180) days, if the Interest Period for any such funded Delayed Draw Term Loans is six (6) months) from such date of funding (a “DDTL Utilization Term Loan Interest Increase Period”); provided that no more than one (1) DDTL Utilization Term Loan Interest Increase shall be effective at any time regardless of whether more than one funding of Delayed Draw Term Loans has occurred in any DDTL Utilization Term Loan Interest Increase Period; provided, further, that, for the avoidance of doubt, any funding of Delayed Draw Term Loans shall result in a new DDTL Utilization Term Loan Interest Increase Period, such that any existing DDTL Utilization Term Loan Interest Increase shall extend to the end of such DDTL Utilization Term Loan Interest Increase Period.

(c) Notwithstanding the foregoing, from and after the occurrence and during the continuance of (i) any Event of Default under Section 10.01(h), automatically and without any notice or other action by the Administrative Agent or the Collateral Agent, or (ii) any Event of Default under Section 10.01(a), if requested by the Administrative Agent or the Required Lenders (with notice to Borrower thereof), notwithstanding anything to the contrary herein, the Borrower shall pay interest on the principal amount of all Loans, to the extent permitted by Applicable Law, at a rate (the “Default Interest”) equal to the sum of (A) the rate described in Section 2.08(a) or Section 2.08(b), as applicable, plus (B) two (2) percentage points (2.00%) per annum from the date of such Event of Default. All such Default Interest shall be payable on demand and in cash.

44

(d) Interest on each Term Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment or prepayment thereof and shall be payable, (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each April, July, October and January beginning with the fiscal quarter in which the Closing Date occurs, and (ii) in respect of each SOFR Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period. All accrued and unpaid interest with respect to any Term Loan shall be payable on any date of prepayment of such Term Loan (on the amount prepaid), at maturity (whether by acceleration or otherwise) of such Term Loan, and, after such maturity, on demand.

(e) All computations of interest hereunder shall be made in accordance with Section 4.05. The Administrative Agent, upon determining the interest rate for any Borrowing of SOFR Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

(f) Subject to Section 2.08(c) and prior to the third anniversary of the Closing Date, if on any applicable interest payment date with respect to any Closing Date Term Loan or Delayed Draw Term Loan, Delayed Draw Term Loan Commitments (including, for the avoidance of doubt, any Supplemental Delayed Draw Term Loan Commitments) are not available to be funded for the payment of any portion of the Term Loan Interest because the Borrower was unable to obtain Supplemental Delayed Draw Term Loan Commitments despite making a request for such Supplemental Delayed Draw Term Loan Commitments in accordance with Section 2.01(c), then the Borrower may, subject to the Borrower providing prior written notice in accordance with Section 2.03, elect to pay such portion of Term Loan Interest in kind (the “PIK Interest”), with such payment of Term Loan Interest (to the extent paid in kind) capitalized on such interest payment date to the principal of any outstanding Delayed Draw Term Loans; provided that, if at such time of capitalization to principal, there are no outstanding Delayed Draw Term Loans, then the Borrower shall be deemed to have incurred Delayed Draw Term Loans in such principal amount and in accordance with the related Notice of Borrowing; provided, further, that (x) any such capitalized amount shall be allocated to the existing Lenders holding Delayed Draw Term Loans on a pro rata basis, (y) if such capitalization would cause any Lender’s pro rata share of outstanding Delayed Draw Term Loans to exceed its Delayed Draw Term Loan Commitment, then the Delayed Draw Term Loan Commitment of such Lender shall be deemed to have been increased in the amount so allocated immediately prior to the effect of such capitalization, and (z) such PIK Interest shall be deemed to be principal of such Delayed Draw Term Loans for all purposes, including, without limitation, calculation of Term Loan Interest on any subsequent interest payment dates and for purposes of calculating the Applicable Prepayment Premium.

SECTION 2.09 Interest Periods. At the time the Borrower gives a Notice of Borrowing or a Notice of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a Borrowing of SOFR Loans in accordance with Sections 2.03 or 2.06, as applicable, prior to the expiration of the Interest Period applicable to such SOFR Loans, the Borrower may elect the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Borrower, be a one (1), three (3) or six (6) month period; provided that:

(a) the initial Interest Period for any Borrowing of SOFR Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the immediately preceding Interest Period expires;

45

(b) if any Interest Period relating to a Borrowing of SOFR Loans begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period in respect of a SOFR Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; and

(d) the Borrower shall not be entitled to elect any Interest Period in respect of any SOFR Loan if such Interest Period would extend beyond the applicable Maturity Date of such Loan.

SECTION 2.10 Increased Costs, Illegality, etc.

(a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have reasonably determined:

(i) on any date for determining Term SOFR for any Interest Period, that a Benchmark Transition Event has not occurred and that by reason of any changes arising on or after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “Term SOFR”;

(ii) at any time that a Change in Law (other than a Benchmark Transition Event) subjects such Lender to increased costs or reductions in the amounts received or receivable hereunder (other than lost profit) with respect to any SOFR Loans (other than (A) Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes); or

(iii) at any time, that the making or continuance of any SOFR Loan has become (A) due to a Change in Law (other than a Benchmark Transition Event), unlawful under any Applicable Law (or would conflict with any such Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or (B) impracticable as a result of a contingency occurring after the Closing Date (other than a Benchmark Transition Event);

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to SOFR Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within thirty (30) days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law.

46

(b) At any time that any SOFR Loan is affected by the circumstances described in (i) Section 2.10(a)(ii), the Borrower may either (A) if the affected SOFR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (B) if the affected SOFR Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such SOFR Loan into an ABR Loan at the end of the applicable Interest Period for such SOFR Loans; provided that if more than one (1) Lender is so affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b) or (ii) Section 2.10(a)(iii), (A) if the affected SOFR Loan is then being made pursuant to a Borrowing, such Borrowing shall automatically be deemed cancelled and rescinded and (B) if the affected SOFR Loan is then outstanding, each such SOFR Loan shall automatically be converted into an ABR Loan at the end of the applicable Interest Period for such SOFR Loans; provided that if more than one (1) Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).

(c) If, after the later of the Closing Date, and the date such entity becomes a Lender hereunder, the adoption of any Applicable Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within thirty (30) days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Closing Date or the date such entity becomes a Lender hereunder, as the case may be. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. The failure to give any such notice, with respect to a particular event, within the time frame specified in Section 2.13, shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) for amounts accrued or incurred after the date of such notice with respect to such event.

(d) This Section 2.10 shall not apply to Taxes to the extent (i) described in the last parenthetical in Section 2.10(a)(ii) or (ii) duplicative of Section 4.04.

SECTION 2.11 Compensation for Losses. If (a) any payment of principal of a SOFR Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such SOFR Loan as a result of a payment or conversion pursuant to Sections 2.05, 2.06, 2.10, 4.01 or 4.02, as a result of acceleration of the maturity of the Loans pursuant to Article X or for any other reason, (b) any Borrowing of SOFR Loans is not made as a result of a withdrawn Notice of Borrowing (except with respect to a revocation as provided in Section 2.10), (c) any ABR Loan is not converted into a SOFR Loan as a result of a withdrawn Notice of Conversion or Continuation, (d) any SOFR Loan is not continued as a

47

SOFR Loan as a result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment of principal of a SOFR Loan is not made as a result of a withdrawn notice of prepayment pursuant to Sections 4.01 or 4.02, the Borrower shall, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue, failure to prepay, reduction or failure to reduce, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such SOFR Loan.

SECTION 2.12 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or that requires the Borrower to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to (i) designate or assign its rights and transfer its obligations hereunder to another lending office, branch or affiliate for any Loans affected by such event or (ii) file any certificate or document reasonably requested in writing by the Borrower; provided that such designation is made on such terms that, in the judgment of such Lender, such Lender and its lending office suffer no economic, legal or regulatory disadvantage, and would eliminate or reduce the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10 or 4.04. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

SECTION 2.13 Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Sections 2.10 or 2.11 is given by any Lender more than one hundred eighty (180) days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, Tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Sections 2.10 or 2.11, as the case may be, for any such amounts incurred or accruing prior to the giving of such notice to the Borrower.

SECTION 2.14 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 4.02(c) or Article X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the

48

Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy such Defaulting Lender’s potential future funding with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.14(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. That Defaulting Lender shall not be entitled to receive any Fees set forth in Section 3.01 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such Fees that otherwise would have been required to have been paid to that Defaulting Lender).

(iv) Responsibility. The failure of any Defaulting Lender to make any Loan, or to fund any purchase of any participation to be made or funded by it, or to make any payment required by it under any Credit Document on the date specified therefor shall not relieve any other Lender of its obligations to make such loan, fund the purchase of any such participation, or make any other such required payment on such date, and neither Agent nor, other than as expressly set forth herein, any other Lender shall be responsible for the failure of any Defaulting Lender to make a loan, fund the purchase of a participation or make any other required payment under any Credit Document.

(b) Defaulting Lender Cure. Once the Defaulting Lender has cured such default in a manner reasonably satisfactory to the Administrative Agent and the Borrower, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to a Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

SECTION 2.15 Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit

49

Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.15(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.15.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

50

(f) Tax Consequences. The parties hereto acknowledge and agree that the establishment of any Benchmark Replacement (together with any necessary or related changes, including Conforming Changes) is intended to not result in a deemed exchange for U.S. federal income tax purposes of any Obligation of any Credit Party under any Credit Document.

ARTICLE III

Fees and Commitment Terminations

SECTION 3.01 Fees. The Borrower agrees to pay to the Administrative Agent, all Fees as set forth in the Fee Letter, and at the times and in the amounts specified therein.

SECTION 3.02 Mandatory Termination of Commitments.

(a) The Closing Date Term Loan Commitments shall terminate upon the making of the Closing Date Term Loans on the Closing Date.

(b) Any unfunded Delayed Draw Term Loan Commitment shall terminate at 5:00 p.m. on the Delayed Draw Term Loan Termination Date.

ARTICLE IV

Payments

SECTION 4.01 Voluntary Prepayments and Optional Commitment Reductions.

(a) The Borrower shall have the right to voluntarily prepay Term Loans, subject to the payment of the Applicable Prepayment Premium (if applicable), in whole or in part from time to time.

(b) Upon the giving of a notice of prepayment, the principal amount of Loans specified to be prepaid shall become due and payable on the date specified for such prepayment on the following terms and conditions: (i) the Borrower, shall give the Agents written notice of (A) its intent to make such prepayment, (B) the amount of such prepayment, and (C) in the case of SOFR Loans, the specific Borrowing(s) pursuant to which made, no later than (x) in the case of SOFR Loans, 1:00 p.m. (New York City time) three (3) Business Days prior to, and (y) in the case of ABR Loans, 1:00 p.m. (New York City time) one (1) Business Day prior to the date of such prepayment, and the Administrative Agent shall promptly notify each of the relevant Lenders, as the case may be; (ii) each partial prepayment of any Term Loans shall be in a multiple of $250,000 and in an aggregate principal amount of at least $500,000; and (iii) any prepayment of SOFR Loans pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Notwithstanding the foregoing, any notice of prepayment shall be revocable (or may be conditional) in the event of a prepayment in connection with a transaction or the occurrence of one or more events specified therein.

(c) The Borrower may at any time upon at least three (3) Business Days’ (or such shorter period as is acceptable to the Administrative Agent), prior to 1:00 p.m. (New York City time), prior written notice to the Administrative Agent permanently reduce the Delayed Draw Term Loan Commitment, without premium or penalty; provided that such reductions shall be in an amount greater than or equal to $2,500,000 and may be conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness. Except as otherwise permitted hereunder (including pursuant to Sections 2.14, 12.06 or 12.07(b)), all reductions of the Delayed Draw Term Loan Commitment shall be allocated pro rata among all Lenders with a Delayed Draw Term Loan Commitment. Notwithstanding the foregoing, any notice of reduction shall be revocable (or may be conditional) in the event of a reduction in connection with a transaction or the occurrence of one or more events specified therein.

51

SECTION 4.02 Mandatory Prepayments and Commitment Reductions.

(a) Term Loan Prepayments.

(i) No later than five (5) Business Days after the incurrence of any Indebtedness by any Credit Party or any of their respective Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds plus the Applicable Prepayment Premium, if any, to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement.

(ii) No later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Disposition (other than any Disposition permitted under Section 9.04(a), Section 9.04(b), Section 9.04(d) or Section 9.04(e)), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition, only to the extent the aggregate amount of such Net Disposition Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower or its Subsidiaries (as applicable) may, at their option by notice in writing to the Administrative Agent on or prior to the fifth (5^th) Business Day after the occurrence of the Disposition giving rise to such Net Disposition Proceeds, (x) within 120 days after such event, (1) consummate a purchase of assets which are used or useful in the business of the Borrower or its Subsidiaries (as applicable) with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, or (2) enter into a definitive agreement for the purchase of such assets, and (y) in any case within 210 days after such Disposition, the Borrower or such Subsidiary shall have consummated the purchase of such assets with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, in each case as certified by the Borrower in writing to the Agents at the time of entering into a binding contract to reinvest such Net Disposition Proceeds. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement.

(iii) No later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Casualty Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, only to the extent the aggregate amount of such Net Casualty Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than the fifth (5^th) Business Day after the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, reinvest such Net Casualty Proceeds in assets that are used or useful in the business of the Borrower or its Subsidiaries (as applicable) so long as (x) Borrower or such Subsidiary shall have entered into a definitive agreement for the purchase of assets or property within 120 days following the receipt of such Net Casualty Proceeds and (y) within 210 days after such event, the Borrower or such Subsidiary shall have consummated the purchase of such assets, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event.

(iv) Substantially concurrently with the receipt of any Subscription Recurring Revenue Cure Amount by any Credit Party or any of their respective Subsidiaries, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such proceeds plus the Applicable Prepayment Premium, if any, to be applied as set forth in Section 4.02(a)(vi).

52

(v) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans plus the Applicable Prepayment Premium, if any, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated plus the Applicable Prepayment Premium, if any, shall be so repaid).

(vi) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.02 shall be applied, first, to the prepayment of the Term Loans, on a pro rata basis among each Class of Term Loans and within each Class, in direct order of maturity, and second, to the prepayment of any other outstanding Obligations. Each prepayment of the Loans under Section 4.02 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(vii) The Borrower shall provide five (5) Business Days’ prior written notice to the Administrative Agent of any mandatory prepayment under this Section 4.02, prior to 1:00 p.m. (New York City time), which notice shall (A) be in writing, (B) specify the amount of the prepayment, (C) set forth the subsection of this Section 4.02 pursuant to which such prepayment is made and (D) may be conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness. Any Lender may elect, by notice to the Administrative Agent at or prior to 2:00 p.m. (New York City time) at least one (1) Business Day prior to such prepayment date, and in the manner specified by the Administrative Agent, any prepayment of Term Loans is required to be made by the Borrower pursuant to this Section 4.02(a), to decline all of its applicable portion of such prepayment (provided if any Lender fails to provide notice by such aforementioned time, then such Lender shall be deemed to have accepted its applicable portion of such prepayment), in which case such declined amounts may be retained by the Borrower.

(b) Application to Term Loans. With respect to each prepayment of Term Loans elected by the Borrower pursuant to Section 4.01(b) or required by Section 4.02, the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that the Borrower shall pay any amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of SOFR Loans made on any date other than the last day of the applicable Interest Period. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Each such prepayment shall be accompanied by all accrued interest on the Loans so prepaid, through the date of such prepayment, as set forth herein.

(c) Application of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds of Collateral received by any Agent pursuant to the exercise of remedies against the Collateral after the occurrence of an Event of Default that is continuing, and all payments received by any Agent upon and after the acceleration of any of the Obligations in accordance with the terms hereof shall be, subject to the provisions of Section 2.14, applied as set forth in this clause (c), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders):

(i) first, to pay any costs and expenses of the Agents and fees then due to the Agents under the Credit Documents, and any indemnities then due to any Agent under the Credit Documents, until paid in full,

(ii) second, to pay any fees or premiums then due to any of the Lenders under the Credit Documents until paid in full,

53

(iii) third, ratably to pay any costs or expense reimbursements of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full,

(iv) fourth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full,

(v) fifth, ratably to pay the outstanding principal balance of the Term Loans until the Term Loans are paid in full,

(vi) sixth, to pay any other Obligations, and

(vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law.

SECTION 4.03 Payment of Obligations; Method and Place of Payment.

(a) The obligations of the Borrower hereunder and under each other Credit Document are not subject to counterclaim, set-off, rights of rescission, or any other defense. Subject to Section 4.04, and except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, rights of rescission, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Secured Parties entitled thereto not later than 2:00 p.m. (New York City time) on the date when due and shall be made in immediately available funds in Dollars to the Administrative Agent, and any amounts received after such time on such date may, in Administrative Agent’s sole discretion, be deemed received on such date for purposes of determining whether an Event of Default has occurred (provided that such amounts may be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon to the extent specified in Section 4.03(b)). The Administrative Agent will thereafter cause to be promptly distributed like funds relating to the payment of principal or interest or Fees ratably to the Secured Parties entitled thereto.

(b) For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time), may, in Administrative Agent’s sole discretion, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall continue to accrue during such extension at the applicable rate in effect immediately prior to such extension.

SECTION 4.04 Taxes.

(a) Subject to the following sentence, all payments made by or on behalf of the Borrower or any other Credit Party under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes other than to the extent required by Applicable Law. If any Taxes are required to be deducted or withheld from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party or the Administrative Agent shall timely make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is a Non-Excluded Tax, such Credit Party shall increase the amounts payable to such Agent or such Lender to the extent necessary so that after such deduction or withholding for Non-Excluded Taxes has been made (including such deductions and withholdings for Non-Excluded Taxes applicable to additional amounts payable hereunder) such Agent or such Lender receives an amount equal to the sum it would have received had no such deduction or withholding for non-Excluded Taxes been made.

54

(b) Whenever any Taxes are paid by any Credit Party pursuant to this Section 4.04, as soon as practicable thereafter, such Credit Party shall send to the Administrative Agent on its own behalf or on behalf of a Lender, as the case may be, a certified copy of an original official receipt or a copy of the return reporting such payment (or other evidence within the possession of such Credit Party or obtainable with reasonable diligence and acceptable to the Administrative Agent, acting reasonably) received by such Credit Party showing payment thereof.

(c) The Borrower shall indemnify the Agents and the Lenders for any Non-Excluded Taxes, plus any Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section, that are paid by any Agent or any Lender within ten (10) days after written demand therefor, whether or not such Non-Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) The applicable Credit Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes.

(e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.06(c)(ii) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and Administrative Agent, at the time or times reasonably requested by the Borrower or Administrative Agent, such properly completed and executed documentation and such other reasonably requested information by the Borrower and Administrative Agent as will permit the Borrower and Administrative Agent or the relevant Lender, as the case may be, to determine (A) whether or not payments made hereunder or under any other Credit Document are subject to withholding Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding Taxes in respect of all payments to be made to such Lender pursuant to the Credit Documents or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction. In addition, any Lender, if reasonably requested by the Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.04(f)(i), (ii), and (iv)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing:

55

(i) Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(ii) Each Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) two (2) copies, properly completed and executed, of either (A) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the Code) and is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “Tax Compliance Certificate”)), (B) Internal Revenue Service Form W-8BEN or W-8BEN-E, Form W-8IMY (including any attachments thereto) or Form W-8ECI, (C) to the extent a Non-U.S. Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

(iii) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;

(iv) if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment and solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement;

56

(v) each Lender shall deliver to the Borrower and the Administrative Agent two (2) copies of any such form or certification (or any applicable successor form) updated to reflect current information promptly upon the obsolescence or invalidity of any form previously delivered by such Lender pursuant to clauses (i) through (iv) above; and

(vi) notwithstanding any other provision of Section 4.04(f), a Non-U.S. Lender shall not be required to deliver any form pursuant to Section 4.04(f) that such Non-U.S. Lender is not legally able to deliver.

(g) If any Lender or any Agent determines, in its sole discretion exercised in good faith, that it has received a refund of a Tax for which an additional payment has been made by the Borrower pursuant to this Section 4.04 or Section 12.05 of this Agreement, then such Lender or such Agent, as the case may be, shall reimburse the applicable Borrower for such amount (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 4.04 and Section 12.05 with respect to the Tax giving rise to such refund), net of all reasonable and documented out-of-pocket expenses of such Agent or such Lender (including any Taxes imposed on the receipt of such refund) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Borrower, upon the request of such Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to such Borrower or any other Person.

(h) [Reserved].

(i) [Reserved].

(j) If the Administrative Agent is a “United States person” within the meaning of Section 7701(a)(30) of the Code, then it shall, on or prior to the Closing Date (or, in the case of a successor Administrative Agent, on or before the date on which it becomes the Administrative Agent hereunder), provide the Borrower with a properly completed and duly executed copy of IRS Form W-9 confirming that the Administrative Agent is exempt from U.S. federal backup withholding. If the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, then it shall, on or prior to the Closing Date (or, in the case of a successor Administrative Agent, on or before the date on which it becomes the Administrative Agent hereunder), provide the Borrower with, (i) with respect to payments made to the Administrative Agent for its own account, a properly completed and duly executed IRS Form W-8ECI (or other applicable IRS Form W-8), and (ii) with respect to payments made to the Administrative Agent on behalf of any Lender, a properly completed and duly executed IRS Form W-8IMY, confirming in the case of each of clauses (i) and (ii) above that it is entitled to receive such payments without U.S. federal withholding, provided that the Administrative Agent shall not be required to deliver any documentation pursuant to this Section 4.04(j) that it is not legally eligible to deliver as a result of any change in, or in the interpretation by any Governmental Authority of, any applicable law occurring after the Closing Date. In such event, the Administrative Agent shall be subject to substantially the same requirements as set forth in Section 2.12 and Section 12.07.

57

(k) [Reserved].

(l) Each party’s obligations under this Section 4.04 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

SECTION 4.05 Computations of Interest and Fees.

(a) All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Payments due on a day that is not a Business Day shall (except as otherwise required by Section 2.09(c)) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees in connection with that payment.

(b) Fees shall be calculated on the basis of a 360-day year for the actual days elapsed (including the first day but excluding the last day).

SECTION 4.06 Applicable Prepayment Premium. Upon the occurrence of an Applicable Prepayment Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, the Applicable Prepayment Premium. Without limiting the generality of the foregoing, Section 4.01 or Section 4.02, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Prepayment Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though all outstanding Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Prepayment Premium payable in accordance with this Section 4.06 shall be deemed to be equal to any liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Prepayment Premium Trigger Event, and the Borrower and the Guarantors agree that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER AND THE GUARANTORS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower and the Guarantors expressly agree that (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium, (D) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 4.06, (E) their agreement to pay the Applicable Prepayment Premium is a material inducement to the Lenders to provide the Commitments and make the Loans, and (F) the Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Prepayment Premium Trigger Event.

58

ARTICLE V

Conditions Precedent to Initial Credit Extension

The occurrence of the initial Credit Extension is subject to the satisfaction or waiver of the following conditions precedent on or before the Closing Date:

SECTION 5.01 Credit Documents. The Agents shall have received the following documents, duly executed by an Authorized Officer of each Credit Party and each other relevant party (other than as set forth in Section 6.02):

(a) this Agreement;

(b) the fee letter described in clause (b) of the definition of “Fee Letter”;

(c) the Notice of Borrowing with respect to the Closing Date Term Loans;

(d) [reserved];

(e) the Perfection Certificate;

(f) [reserved]; and

(g) the other Security Documents agreed among the parties to be delivered on the date hereof.

SECTION 5.02 Collateral. All documents and instruments required to create and perfect the Collateral Agent’s perfected first priority security interests in the Collateral (subject, as to priority, to Permitted Liens) shall have been executed and delivered and if applicable, be in proper form for filing.

SECTION 5.03 Legal Opinion. The Agents shall have received executed legal opinion of Cooley LLP, as counsel to the Credit Parties addressed to the Agents and the Lenders and in form and substance reasonably satisfactory to the Agents.

SECTION 5.04 Secretary’s Certificates. The Agents shall have received a certificate for each Credit Party, dated the Closing Date, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing member or general partner, as applicable, as to:

(a) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Credit Documents applicable to such Person and the execution, delivery and performance of each Credit Document, in each case, to be executed by such Person;

(b) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to each Credit Document to be executed by such Person; and

(c) each such Person’s Organization Documents, as amended, modified or supplemented as of the Closing Date, and corporate good standing certificates, each certified by the appropriate officer or official body of the jurisdiction of organization of such Person.

59

SECTION 5.05 Other Documents and Certificates. The Agents shall have received the certificates of good standing with respect to each Credit Party, each dated within a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction.

SECTION 5.06 Solvency Certificate. The Agents shall have received a Solvency Certificate of a financial officer or other Authorized Officer of the Borrower, on behalf of the Borrower.

SECTION 5.07 Financial Information. The Agents shall have received the following documents and reports (each in form and substance reasonably satisfactory to the Agents) on or prior to the date hereof:

(a) the Historical Financial Statements; and

(b) the Closing Date Projections; provided that the parties hereto acknowledge and agree that such Closing Date Projections have been delivered on or prior to the date hereof.

SECTION 5.08 Insurance. Subject to Section 6.02, the Collateral Agent shall have received (x) a certificate of insurance with respect to each insurance policy required by Section 8.03 and (y) endorsements to the Credit Parties’ liability and property insurance policies naming the Collateral Agent as an additional insured or lender’s loss payee, as applicable, thereunder in accordance with the requirements of Section 8.03.

SECTION 5.09 Lien Searches. The Collateral Agent shall have received customary lien searches (including intellectual property searches) with respect to the Credit Parties indicating no Liens other than Liens permitted under Section 9.02.

SECTION 5.10 Material Adverse Effect. Since January 31, 2023, there has not been any event or series of events which has had a Material Adverse Effect.

SECTION 5.11 Fees and Expenses. Concurrently with the initial funding under this Agreement, the Administrative Agent and each Lender shall have received, for its own respective account, (a) all fees and out-of-pocket expenses due and payable to such Person under the Fee Letter, and (b) the reasonable fees, costs and out-of-pocket expenses due and payable to such Person pursuant to Sections 3.01 and 12.05 for which invoices have been presented at least two (2) Business Days prior to the Closing Date.

SECTION 5.12 Patriot Act Compliance and Reference Checks.

(a) The Administrative Agent shall have received all documentation and information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, at least five (5) days prior to the Closing Date to the extent requested by the Collateral Agent at least ten (10) days prior to the Closing Date, including, without limitation, duly executed IRS Form W-9 for each of the Credit Parties.

(b) To the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received such Beneficial Ownership Certification at least three (3) Business Days prior to the Closing Date.

SECTION 5.13 Closing Certificate. The Agents shall have received a certificate from the Borrower, dated the Closing Date, duly executed and delivered by an Authorized Officer, certifying that, after giving effect to the funding of the Term Loans on the date hereof, the conditions set forth in Sections 5.10 and 6.01(a) have been satisfied.

60

SECTION 5.14 Refinancing. The 2022 Credit Facilities Refinancing shall have been consummated substantially concurrently with the incurrence of the Closing Date Term Loans.

ARTICLE VI

Additional Conditions Precedent

SECTION 6.01 Conditions Precedent to all Credit Extensions.

(a) No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (for the avoidance of doubt, other than a conversion of Loans to another Type or interest period or the continuation of ABR or SOFR Loans) on any date is subject to the satisfaction or waiver of the following conditions precedent that at the time of each such Credit Extension and also immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing, and (ii) all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (without duplication of materiality qualifiers) in each case with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). The acceptance of the benefits of each Credit Extension shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified above exist as of that time.

Each Credit Extension (other than a conversion of Loans to another Type or interest period or the continuation of ABR or SOFR Loans) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Extension as to the applicable matters specified in paragraph (a) of this Section 6.01.

(b) Notice of Borrowing. Prior to the making of each Term Loan, the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.03.

Solely for purposes of determining whether the conditions set forth in Article V and this Section 6.01 have been satisfied in respect of the initial Credit Extensions made on the Closing Date, the Agents and each Lender party hereto shall be deemed to have consented to, approved, accepted or be reasonably satisfied with any document delivered prior to such Credit Extension or other matter (in each case, for which such consent, approval, acceptance or satisfaction is expressly required by Article V or Section 6.01, as applicable) by releasing its signature page to this Agreement.

SECTION 6.02 Post-Closing Obligations. The Borrower hereby agrees to take each of the following actions, in each case in the manner and by the dates set forth thereon, or such later dates as may be agreed to by each Agent, in its sole discretion:

(a) If not completed on the Closing Date in accordance with Section 5.08, no later than thirty (30) days after the Closing Date, the Credit Parties shall deliver to the Administrative Agent (x) a certificate of insurance with respect to each insurance policy required by Section 8.03 and (y) endorsements to the Credit Parties’ liability and property insurance policies naming the Collateral Agent as an additional insured or lender’s loss payee, as applicable, thereunder in accordance with the requirements of Section 8.03.

61

(b) On or prior to August 25, 2023, the Borrower shall (i) consummate the Laminar Acquisition, and (ii) deliver to the Administrative Agent (and satisfy, as applicable) (A) the Laminar Required Deliverables and Conditions and (B) a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, made by Laminar and its Subsidiaries, which joins such Persons as parties to that certain Intercompany Subordination Agreement, dated as of June 6, 2022, by and among the Borrower and its Subsidiaries; provided that if the Borrower does not satisfy the covenants set forth in clauses (i) and (ii) by such date, then, at the request of the Required Lenders (such request to be made within five (5) Business Days after such date), the Borrower shall, in accordance with Section 4.01 (but without regard to any Applicable Prepayment Premium or minimum amounts stated therein, and with the date of notice of such prepayment deemed to be the date of such request by the Required Lenders), (1) prepay Term Loans in an amount equal to the sum of (w) $100,000,000 plus (x) the aggregate principal amount of any Delayed Draw Term Loans incurred on or after the Closing Date, up to $35,000,000, plus (y) all accrued and unpaid interest on such Term Loans prepaid, minus (z) the amount by which prepayment is to be reduced pursuant to the terms of the Fee Letter, and (2) if the Delayed Draw Term Loan Commitment is greater than the amount of the 2022 Delayed Draw Term Loan Commitment, reduce the Delayed Draw Term Loan Commitment to the amount of the 2022 Delayed Draw Term Loan Commitment, in each case of clauses (1) and (2), with such prepayment and/or Commitment reduction made within three (3) Business Days of any such request and allocated pro rata among the Lenders (and, for the avoidance of doubt, the Borrower will not be required to effectuate any such prepayment and/or Commitment reduction if the Required Lenders do not so request in their sole discretion and within the time period set forth above).

ARTICLE VII

Representations, Warranties and Agreements

In order to induce the Lenders to enter into this Agreement and make the Loans as provided for herein, the Credit Parties make each of the following representations and warranties, and agreements with, the Lenders and the Agents on the Closing Date and on the date of each Notice of Borrowing and as otherwise specified in this Agreement or any other Credit Document:

SECTION 7.01 Corporate Status. Each Credit Party (a) is a duly organized or formed and validly existing corporation or other registered entity in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its organization and has the requisite corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (to the extent such concept is applicable) in all jurisdictions where required by the conduct of its business or the ownership of assets except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 7.02 Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered the Credit Documents and all such documents constitute the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

62

SECTION 7.03 No Violation. None of the execution, delivery and performance by any Credit Party of the Credit Documents to which it is a party and compliance with the terms and provisions thereof will (i) contravene any applicable provision of any Applicable Law of any Governmental Authority in any material respect, (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party (other than Liens created under the Credit Documents) pursuant to, (A) the terms of any indenture, loan agreement, lease agreement, mortgage or deed of trust, or (B) any other Contractual Obligation, in the case of either clause (A) and clause (B) to which any Credit Party is a party or by which it or any of its property or assets is bound, or (iii) violate any provision of the Organization Documents of any Credit Party, except with respect to any conflict, breach or contravention or default (but not creation of Liens) referred to in clause (ii), to the extent that such conflict, breach, contravention or default would not reasonably be expected to have a Material Adverse Effect.

SECTION 7.04 Litigation, Labor Controversies, etc. There is no pending or, to the knowledge of any Credit Party, threatened in writing, (x) litigation, action or proceeding, (y) unfair labor practice complaint before the National Labor Relations Board, grievance or arbitration proceeding arising out of or under any collective bargaining agreement, or (z) strikes, lockouts or slowdowns, in each case, against the Credit Parties or any of their respective Subsidiaries or against any of their businesses, operations or properties (a) that would reasonably be expected to have a Material Adverse Effect, or (b) which purports to affect the legality, validity or enforceability of any Credit Document or the transactions contemplated thereby.

SECTION 7.05 Use of Proceeds; Regulations U and X. The proceeds of the Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 8.12. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U), and no proceeds of any Credit Extension will be used to purchase or carry margin stock or otherwise for a purpose which violates, or would be inconsistent with Regulation U or Regulation X.

SECTION 7.06 Approvals, Consents, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person, and no consent or approval under any material contract or instrument (other than (a) those that have been duly obtained or made and which are in full force and effect, or if not obtained or made would not reasonably be expected to have a Material Adverse Effect, (b) the filing of UCC financing statements, and (c) for Intellectual Property registered or issued in the United States that is Collateral, filings in the United States Patent and Trademark Office and United States Copyright Office) is required for the due execution, delivery or performance by any Credit Party of any Credit Document to which it is a party; provided, however, the foregoing does not apply to Intellectual Property that is Collateral arising under the laws of any jurisdiction outside of the United States. There does not exist any judgment, order, injunction or other restraint issued or, to the knowledge of any Credit Party, filed with respect to the transactions contemplated by the Credit Documents, the making of any Credit Extension or the performance by the Credit Parties or any of their respective Subsidiaries of their Obligations under the Credit Documents.

SECTION 7.07 Investment Company Act. No Credit Party is, or will be after giving effect to the transactions contemplated under the Credit Documents, required to be registered as an “investment company”, within the meaning of the Investment Company Act.

SECTION 7.08 Accuracy of Information. None of the factual written information and data (taken as a whole and excluding any projections, estimates and other forward-looking statements and general economic and industry information) at any time furnished by any Credit Party, any of their respective Subsidiaries or any of their respective authorized representatives in writing to any Agent or any Lender (including all factual information contained in the Credit Documents) for purposes of or in connection with this Agreement contains any untrue statement of a material fact or omits to state any

63

material fact necessary to make such information and data (taken as a whole) not materially misleading; provided that to the extent such information, report, financial statement, or other factual information or data was based upon or constitutes a forecast or projection or other forward looking information (including the Closing Date Projections), each of the Credit Parties represents only that it acted in good faith and utilized assumptions believed by it to be reasonable at the time such forecasts, projections or information was made available by a Credit Party to any Agent or any Lender. The Agents and Lenders acknowledge that such forecasts, projections and other forward looking information are not to be viewed as facts and are not a guarantee of financial performance, are subject to significant uncertainties and contingencies, which may be beyond the control of the Credit Parties, that no assurance is given by any Credit Party that the results forecasted in any such projections will be realized, and that actual results covered by such forecasts, projections and other forward looking information may differ from the projected results and that such differences may be material. As of the Closing Date, the information included in each Beneficial Ownership Certification provided on or prior to the Closing Date in connection with this Agreement is true and correct in all respects.

SECTION 7.09 Financial Condition; Financial Statements. The Historical Financial Statements present fairly in all material respects the financial position and results of operations of the Borrower and its Subsidiaries, at the respective dates of such information and for the respective periods covered thereby subject in the case of unaudited financial information, to changes resulting from normal year end audit adjustments and the absence of footnotes. The Historical Financial Statements and all of the balance sheets, all statements of income and of cash flow and all other financial information furnished pursuant to Section 8.01 that is required to be prepared in accordance with GAAP have been and will for all periods following the Closing Date be prepared in accordance with GAAP consistently applied throughout the period covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year end audit adjustments and the absence of footnotes. All of the financial information described in the immediately preceding sentence furnished pursuant to Section 8.01 will, when furnished, present fairly in all material respects the financial position and results of operations of the Borrower and its Subsidiaries at the respective dates of such information and for the respective periods covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year end audit adjustments and the absence of footnotes.

SECTION 7.10 Tax Returns and Payments. Each Credit Party has filed all applicable U.S. federal income and all other material Tax returns, domestic and foreign, required to be filed by them and has timely paid all federal income and other material Taxes and assessments payable by them that have become due and payable, other than those being contested in good faith by appropriate proceedings with respect to which such Credit Party has maintained adequate reserves in accordance with GAAP. Each Credit Party and its Subsidiaries has paid, or has provided adequate reserves (in the good faith judgment of the management of the Credit Parties) in accordance with GAAP for the payment of, all applicable U.S. federal income and material state and foreign income Taxes applicable for all prior fiscal years and for the current fiscal year. No Tax Lien has been filed, and, to the knowledge of any Credit Party, no material claim is being asserted, with respect to any such Tax (other than in respect of Taxes not yet due and payable or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been maintained).

SECTION 7.11 Compliance with ERISA. Except as would not reasonably be expected to result in a material liability to any of the Credit Parties, (i) Each Plan is in compliance in all respects with ERISA, the Code and any Applicable Law; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; (iii) no Multiemployer Plan is insolvent or in endangered or critical status within the meaning of Section 432 of the Code or 4245 of Title IV of ERISA, as applicable (or is reasonably likely to be insolvent), and no written notice of any such insolvency has been given to any of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; (iv) no Plan is, or is

64

reasonably expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (v) no Plan has failed to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) (or is reasonably likely to do so); (vi) no failure to make any required installment under Section 430(j) of the Code with respect to any Plan or any failure of a Credit Party, any of their respective Subsidiaries or any ERISA Affiliate to make any required contribution to a Multiemployer Plan when due has occurred; (vii) none of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate has incurred (or is reasonably expected to incur) any liability to or on account of a Plan or a Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069, 4201, 4204, or 4205 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; and (viii) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate. No Lien imposed under the Code or ERISA on the assets of any of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of a Plan or Multiemployer Plan exists (or is reasonably likely to exist) nor have the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate been notified in writing that such a Lien will be imposed on the assets of any of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of any Plan or Multiemployer Plan. Except as would not reasonably be expected to have a Material Adverse Effect, no Plan has an Unfunded Current Liability. Except as would not reasonably be expected to have a Material Adverse Effect, no liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA has been, or is reasonably expected to be, incurred by any Credit Party, any of their respective Subsidiaries or any ERISA Affiliate.

SECTION 7.12 Subsidiaries and Joint Ventures.

(a) As of the Closing Date none of the Credit Parties has any Subsidiaries or Joint Ventures other than the Subsidiaries and Joint Ventures listed on Schedule 7.12, and on any date thereafter, none of the Credit Parties has any Subsidiaries or Joint Ventures other than the Subsidiaries and Joint Ventures listed on Schedule 7.12, including any updates made thereto pursuant to and in accordance with Section 8.01(d) or otherwise by written notice to the Administrative Agent. On the Closing Date, Schedule 7.12 provides a summary capitalization table showing the aggregate fully diluted capitalization of Borrower.

(b) As of the Closing Date none of the Credit Parties has any Material Subsidiaries, expect for the Subsidiaries designated as such on Schedule 7.12. At any time after the Closing Date, none of the Credit Parties has any Material Subsidiaries other than Material Subsidiaries listed on Schedule 7.12, including any updates made thereto pursuant to and in accordance with Section 8.01(d) or otherwise by written notice to the Administrative Agent.

(c) As of the Closing Date, except as disclosed on Schedule 7.12, there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Capital Stock of any Credit Party or Subsidiary thereof.

SECTION 7.13 Intellectual Property; Licenses, etc. Each Credit Party owns, or possesses the right to use, all of the material Intellectual Property used in the operation of their respective businesses. No Credit Party, in the operation of its business, infringes upon any Intellectual Property rights held by any other Person that would reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of such Credit Party threatened in writing.

65

SECTION 7.14 Environmental Warranties.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Credit Parties and each of their respective Subsidiaries are in compliance with all Environmental Laws applicable to them in all jurisdictions in which the Credit Parties or such Subsidiary, as the case may be, are currently doing business (including having obtained all material permits required under Environmental Laws) and (ii) none of the Credit Parties or any of their respective Subsidiaries has become subject to any pending Environmental Claim or any other liability under any Environmental Law or, to the knowledge of such Credit Party, threatened Environmental Claim or any other liability under any Environmental Law.

(b) None of the Credit Parties or any of their respective Subsidiaries has treated, stored, transported, released or disposed of Hazardous Materials at or from any currently or formerly owned Real Property or facility relating to its business in violation of applicable Environmental Law in a manner that would reasonably be expected to have a Material Adverse Effect.

SECTION 7.15 Ownership of Properties. As of the Closing Date, Schedule 7.15 including any updates made thereto pursuant to and in accordance with Section 8.01(d) or otherwise by written notice to the Administrative Agent, is a list of all of the Real Property owned or leased by any of the Credit Parties, indicating in each case whether the respective property is owned or leased, the identity of the owner or lessor and the location of the respective property. Each Credit Party owns (a) in the case of owned Real Property, good, indefeasible and marketable fee simple title to such Real Property, (b) in the case of owned tangible personal property, good and valid title to such personal property, and (c) in the case of leased Real Property, valid leasehold interests in such leased property, in each case except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in each case, free and clear in each case of all Liens, except for Permitted Liens.

SECTION 7.16 No Default. None of the Credit Parties or any of their respective Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

SECTION 7.17 Solvency. On the Closing Date, after giving effect to the Closing Date Term Loans and the use of proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

SECTION 7.18 Security Documents. The Security Pledge Agreement, upon execution and delivery thereof by the parties thereto, will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens which, under Applicable Law or pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the Pledged Stock described in the Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Pledge Agreement, when financing statements and other filings specified on Schedule 7.18 in appropriate form are filed in the offices specified on Schedule 7.18, the Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens which, under Applicable Law or pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in, all right, title and interest of the Credit Parties in such Collateral and the proceeds thereof, in each case, to the extent perfection may be achieved by such deliveries and such filings.

66

SECTION 7.19 Compliance with Laws; Authorizations. Each Credit Party and each of its Subsidiaries (a) is in compliance with all Applicable Laws and (b) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted except, in the case of each of clauses (a) and (b), to the extent that failure to do so would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 7.20 No Material Adverse Effect. Since January 31, 2022, there has been no Material Adverse Effect.

SECTION 7.21 Contractual or Other Restrictions. Except as permitted by Section 9.10, no Credit Party or any of their respective Subsidiaries is a party to any agreement or arrangement that prohibits its ability to pay dividends to, or otherwise make Investments in or other payments to any Credit Party, that prohibits its ability to grant Liens in favor of the Collateral Agent or that otherwise limits its ability to perform the terms of the Credit Documents.

SECTION 7.22 Data Security and Privacy.

(a) Each Credit Party and its Subsidiaries is, and at all relevant times since January 31, 2022, has been, in compliance in all material respects with (i) all applicable Data Protection Laws, including but not limited to the GDPR, where applicable and any other applicable laws relating to cross-border transfers of Personal Data; (ii) all applicable contractual obligations concerning data privacy and data security relating to Personal Data in the possession or control of a Credit Party or a Subsidiary or maintained by third party processors on behalf of such Credit Party or Subsidiary and having access to such information under contracts (or portions thereof) to which a Credit Party or a Subsidiary is a party; and (iii) all applicable data transfer agreements and data processing agreements, including the EU standard contractual clauses, to which a Credit Party or a Subsidiary is a party (collectively, “Privacy Agreements”).

(b) Each Credit Party and its Subsidiaries is, and at all relevant times since January 31, 2022, has been, in compliance in all material respects with all applicable written internal and public-facing binding privacy policies and notices of the Credit Parties and its Subsidiaries regarding the collection, retention, use, processing, disclosure and distribution of Personal Data by the Credit Parties or their Subsidiaries (collectively, the “Privacy Policies”), and the Privacy Policies have been maintained to be consistent in all material respects with the actual practices of each Credit Party and its Subsidiaries. The Privacy Policies contemplate the Credit Parties’ and its Subsidiaries’ current uses of the Personal Data.

(c) Each Credit Party and its Subsidiaries has in place, maintains, and complies with, a comprehensive written information security program (“Security Program”) that (i) complies in all material respects with all applicable Data Protection Laws, applicable Privacy Policies, and applicable Privacy Agreements, and (ii) includes and incorporates commercially reasonable administrative, technical, organization, and physical security procedures and measures designed to preserve the security and integrity of any Personal Data and any data marked or reasonably understood to be sensitive or confidential information or data related to each Credit Party and its Subsidiaries (collectively, “Company Sensitive Information”) in the Credit Parties’ or its Subsidiaries’ possession or control and to protect such Company Sensitive Information against unauthorized or unlawful processing, access, acquisition, use, theft, interruption, modification, disclosure, loss, destruction or damage.

(d) Since January 31, 2022, to the knowledge of the Credit Parties, there has been (i) no actual, suspected or alleged material incidents of unauthorized access, use, intrusion, disclosure or breach of the security of any information technology systems owned or controlled by a Credit Party or a Subsidiary or any of their contractors, and (ii) no actual, suspected or alleged material incidents of unauthorized acquisition, destruction, damage, disclosure, loss, corruption, alteration, or use of any Company Sensitive Information.

67

(e) Each Credit Party and each of its Subsidiaries has a valid and legal right (whether contractually, by Applicable Law or otherwise) to access or use all Personal Data that is accessed and used by or on behalf of a Credit Party or a Subsidiary in connection with the sale, use and/or operation of their products, services and businesses.

(f) Neither any Credit Party nor any Subsidiary has received any, nor to the knowledge of the Credit Parties are there any material pending, written complaints, claims, demands, inquiries, proceedings, or other notices that could reasonably be expected to result in an investigation or other legal proceeding, including any notices of any investigation or other legal proceedings, regarding a Credit Party or a Subsidiary, initiated by (i) any Person; (ii) any Governmental Authority, including the United States Federal Trade Commission, a state attorney general, data protection authority or similar state official, or a supervisory authority; or (iii) any self-regulatory authority or entity, alleging that any activity of a Credit Party or a Subsidiary: (1) is in violation of any applicable Data Protection Laws, (2) is in violation of any Privacy Agreements, (3) is in violation of any Privacy Policies, (4) is otherwise in violation of any person’s privacy, personal or confidentiality rights, or (5) otherwise constitutes an unfair, deceptive, abusive or misleading trade practice, in each case in any material respect.

SECTION 7.23 Collective Bargaining Agreements. No Credit Party or its Subsidiaries is party to any collective bargaining or similar agreements between or applicable to any Credit Party or any of their respective Subsidiaries and any union, labor organization or other bargaining agent in respect of the employees of any Credit Party or any of their respective Subsidiaries, except as may be required by law in respect of employees outside of the United States.

SECTION 7.24 Insurance. The properties of each Credit Party are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party against loss and damage in such amounts, with such deductibles and covering such risks as are customarily carried by Persons of comparable size and engaged in the same or similar businesses and owning similar properties in the general locations where such Credit Party operates. No Credit Party has received or is aware of any written notice of violation or cancellation of any such insurance policy.

SECTION 7.25 Evidence of Other Indebtedness. As of the Closing Date, the Credit Parties and each of their respective Subsidiaries have no outstanding Indebtedness other than the Loans hereunder and other Indebtedness permitted under Section 9.01.

SECTION 7.26 Deposit Accounts and Securities Accounts. As of the Closing Date, as set forth in Schedule 7.26, and as of any date thereafter, as set forth on Schedule 7.26 including any updates made thereto pursuant to and in accordance with Section 8.01(d) or otherwise by written notice to the Administrative Agent, is a list of all of the deposit accounts and securities accounts maintained by each Credit Party, including, with respect to each bank or securities intermediary at which such accounts are maintained by such Credit Party: (a) the name and location of such Person and (b) the account numbers of the deposit accounts or securities accounts maintained with such Person.

SECTION 7.27 Brokers. As of the Closing Date, there are no brokerage commissions, finder’s fees or investment banking fees payable in connection with the Credit Facility that remain unpaid when due.

68

SECTION 7.28 Anti-corruption.

(a) The Credit Parties and each of their Subsidiaries and their respective directors, officers and employees and, to the knowledge of each Credit Party, the agents of each Credit Party and each of their Subsidiaries, are in compliance with the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and any other applicable Anti-Corruption Laws, in all material respects. None of the Credit Parties or their Subsidiaries, nor to their knowledge, any of their respective officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other applicable Anti-Corruption Laws.

(b) The Credit Parties and each of their Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure continued compliance with applicable Sanctions, the FCPA, and any other applicable Anti-Corruption Laws.

No part of the proceeds of any Loan will be used directly or indirectly for any improper payments or for the unlawful transfer of anything of value to any government official, being any officer, employee, or Person acting in an official capacity for or on behalf of a Governmental Authority or instrumentality, including any employee, representative or agent (paid or unpaid) of a state-owned or -controlled entity, a public international organization, political party or organization or official or candidate thereof, or any other Person or entity, in order to improperly obtain, retain, or direct business or obtain any other improper advantage in violation of Anti-Corruption Laws.

SECTION 7.29 Foreign Assets Control Regulations and Anti-Money Laundering. The Credit Parties and each of their Subsidiaries and, to the knowledge of each Credit Party, their respective directors, officers and employees, are and will remain in compliance in all material respects with all applicable U.S. economic sanctions laws, executive orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control, any other enabling legislation or executive order relating thereto (collectively, “Sanctions”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act, the Patriot Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person, or (iii) is controlled by or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Credit Document would be prohibited under U.S. law.

SECTION 7.30 Non-Affiliation. (a) No Credit Party and none of their Subsidiaries holds more than 5.0% of the Capital Stock of any GS Entity, (b) no GS Entity holds more than 5.0% of the Capital Stock of any Credit Party or any of their respective Subsidiaries and (c) no proceeds of the Loans will be funded to any GS Entity other than any closing or upfront fees payable to any GS Entity in connection with the Term Loans.

ARTICLE VIII

Affirmative Covenants

The Credit Parties hereby covenant and agree that on the Closing Date and thereafter, until the Total Commitments have terminated and the Loans, together with interest, Fees and all other Obligations incurred hereunder (other than Unasserted Contingent Obligations) are paid in full in cash in accordance with the terms of this Agreement:

69

SECTION 8.01 Financial Information, Reports, Notices and Information. The Credit Parties will furnish the Administrative Agent (for itself, the Collateral Agent and each Lender) copies of the following financial statements, reports, notices and information:

(a) [Reserved].

(b) Quarterly Financial Statements. No later than forty five (45) days after the last day of each fiscal quarter (or sixty (60) days in the case of the last fiscal quarter of a fiscal year) (and promptly, but in no event later than five (5) Business Days after the following items are delivered to the Board of Directors) commencing with the fiscal quarter in which the Closing Date occurs, a company prepared consolidated balance sheet, income statement and statement of cash flows covering the Credit Parties and each of their Subsidiaries’ operations for such quarter, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, each in form of presentation reasonably acceptable to the Administrative Agent, certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial position and results of operations of the Credit Parties and their Subsidiaries, at the respective dates of such information and for the respective periods covered thereby, and having been prepared in accordance with GAAP, consistently applied, except for the absence of footnotes, and subject to normal year-end adjustments.

(c) Annual Financial Statements. No later than one hundred twenty (120) days after the last day of each fiscal year commencing with the fiscal year in which the Closing Date occurs (and in each case promptly, but in no event later than five (5) Business Days after the following items are delivered to the Board of Directors), audited financial statements of the Borrower and its Subsidiaries prepared in accordance with GAAP, consistently applied, in reasonable detail showing in comparative form the figures for the previous fiscal year, together with an unqualified opinion (except for any such qualification solely with respect to or resulting from an upcoming maturity of the Obligations) on the financial statements from an accounting firm of recognized national standing or any other independent certified public accounting firm reasonably acceptable to the Administrative Agent.

(d) Compliance Certificates. Concurrently with the delivery of the financial information pursuant to clauses (b) or (c) above (as applicable), a Compliance Certificate, executed by the chief financial officer, treasurer or chief accounting officer of the Borrower, certifying that as of the end of such month, the Credit Parties were in full compliance with all of the terms and conditions of this Agreement; and, if applicable, setting forth calculations (i) showing compliance with the Financial Performance Covenants and stating that no Default or Event of Default has occurred and is continuing (or, if a Default or an Event of Default has occurred, specifying the details of such Default or Event of Default and the actions taken or to be taken with respect thereto) and containing the applicable certifications set forth in Section 7.09 with respect thereto, (ii) updating, as applicable, Schedules 7.12, 7.15 and 7.26, and (iii) including a written supplement substantially in the form of the applicable Schedules to the Security Pledge Agreement with respect to any additional assets and property acquired by any Credit Party after the Closing Date, all in reasonable detail.

(e) Budget. Within sixty (60) days after the end of each fiscal year of Borrower (and promptly and within five (5) days of any board approved material modification thereto), an annual operating budget, on a consolidated quarterly basis (or on a monthly basis, if presented to the board in such form) (including income statements, balance sheets and cash flow statements, by fiscal quarter (or by month, if applicable)), for the upcoming fiscal year of Borrower, together with any related business forecasts used in the preparation thereof (including Bookings and any other metrics required to measure compliance with Section 9.12).

70

(f) Defaults. Promptly after an Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice from an Authorized Officer of the Borrower of the occurrence of any event that constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action, if any, the applicable Credit Parties propose to take with respect thereto.

(g) Litigation. Promptly after becoming aware of any legal actions pending or threatened in writing against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit Party or any of its Subsidiaries of, individually or in the aggregate for all related proceedings, $5,000,000 or more, or of any Credit Party or any of its Subsidiaries taking or threatening (in writing) legal action against any third person with respect to a material claim, and with respect to any such pending action or threatened action, a prompt report of any material development with respect thereto.

(h) Management Letters. Within ten (10) Business Days after, receipt thereof, copies of all final “management letters” submitted to any Credit Party by the independent public accountants referred to in Section 8.01(c) in connection with each audit made by such accountants.

(i) Beneficial Ownership Certification. Upon request of Agent and otherwise promptly upon becoming aware thereof, notice of any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in change to the list of beneficial owners identified in such certification.

(j) Beneficial Ownership. With reasonable promptness, such other information as any Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time, for purposes of compliance with the Beneficial Ownership Regulation.

(k) Bookings and Retention Information. Concurrently with any delivery of financial statements under Sections 8.01(b) and (c), a report of bookings and information relating to retention for the Borrower and its Subsidiaries on a monthly and year to date basis, substantially in the same form as such reports delivered to the Administrative Agent prior to the Closing Date (or otherwise in a form reasonably acceptable to Administrative Agent).

(l) Other Information and Lender Calls.

(i) Within ten (10) Business Days of delivery, copies of all material statements, reports and notices generally made available to all the Borrower’s Capital Stock holders.

(ii) In the event that the Borrower or any Subsidiary becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing thereof, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, provided that such information shall be deemed to have been delivered on the date on which such information has been posted on Borrower’s website or at http://www.sec.gov.

(iii) To the extent reasonably requested by the Administrative Agent within five (5) Business Days after the delivery of the financial statements referred to in Sections 8.01(b) and (c), the Borrower shall, within ten (10) Business Days after such delivery, host a conference call or meeting with the Lenders; provided that any such conference call or meeting shall not be required so long as the Borrower hosts a conference call or meeting (in which the Administrative Agent and the Lenders are permitted to participate) for its investors to review its financial results.

71

(iv) A copy of each 409A valuation report as to Borrower’s capital stock that the Board of Directors of the Borrower approves after the Closing Date, within five (5) Business Days after approval, and an updated copy of the Borrower’s summary capitalization table together with the next Compliance Certificate delivered showing any material modification to the aggregate fully-diluted capitalization numbers as set forth in the version most recently delivered to the Administrative Agent.

(v) Together with the next Compliance Certificate due, or upon Administrative Agent’s request, a copy of the material documents entered into by the Borrower or any Subsidiary in connection with the any preferred stock financing consummated on or after the Closing Date.

SECTION 8.02 Books, Records and Inspections. The Credit Parties will, and will cause each of their respective Subsidiaries to, maintain books of record and account, in which entries that are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be, so as to present fairly in all material respects the financial position and results of operations of the Borrower and its Subsidiaries, subject to year-end audit adjustments (including any purchase accounting adjustments) and any adjustments or estimations in connection with an Investment permitted pursuant to Section 9.04. The Credit Parties will, and will cause each of their respective Subsidiaries to, permit representatives and independent contractors of the Collateral Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (at which an authorized representative of the Borrower shall be entitled and have the opportunity to be present), all at the expense of the Credit Parties and at reasonable times during normal business hours (unless an Event of Default then exists) and upon reasonable advance notice to the Credit Parties; provided that, unless an Event of Default has occurred and is continuing (a) such visits and inspections shall be made upon at least ten (10) Business Days’ notice (or such shorter period reasonably agreed to by the Credit Parties) and (b) no more than one (1) such visit and inspection may be made by the representatives and independent contractors of the Collateral Agent (acting collectively) per fiscal year; provided, further, that representatives of any Lender may accompany the Collateral Agent, or its representative or independent contractors, on any such visit at the expense of each such Lender. Any information obtained by the Collateral Agent pursuant to this Section 8.02 will be held confidential in accordance with Section 12.18 and may be shared with the Administrative Agent and the Lenders.

SECTION 8.03 Maintenance of Insurance.

(a) The Credit Parties will and will cause each Subsidiary to keep, its business and the Collateral insured for risks and in amounts customary for companies in the Credit Parties’ industry and location. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of any Credit Party, and in amounts that are customary for companies in the Credit Parties’ industry and location.

(b) The Credit Parties will ensure that proceeds payable under any property policy with respect to Collateral are, at the Administrative Agent’s option, payable to the Collateral Agent on account of the Obligations. To that end, all property policies of the Credit Parties shall have a lender’s loss payable endorsement (or similar endorsement under applicable law) showing the Collateral Agent as lender loss payee, and all liability policies shall show, or have endorsements showing, Collateral Agent as an additional insured, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(c) At the Administrative Agent’s request, the Borrower shall deliver certified copies of insurance policies in respect of property and liability insurance. Each provider of any such insurance required under this Section 8.03 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be canceled (or ten (10) days’ notice for cancellation for non-payment of premiums).

72

(d) If any Credit Party fails to obtain insurance as required under this Section 8.03 or to pay any amount required to maintain the same in effect, the Administrative Agent may make all or part of such payment or obtain such insurance policies required in this Section 8.03, and take any action under the policies the Administrative Agent deems prudent.

SECTION 8.04 Payment of Taxes. The Credit Parties will pay and timely file, and cause each of their respective Subsidiaries to timely (subject to valid applicable extensions) file, all required U.S. federal income and other material tax returns and reports and timely pay, and require each of their respective Subsidiaries to timely pay, all foreign, U.S. federal, state and local taxes, assessments, deposits and contributions owed by such Credit Party and each of their respective Subsidiaries, except for any taxes being contested in good faith and for which such Credit Party has taken adequate reserves in accordance with GAAP, or where the nonpayment of such taxes, assessments, deposits and contributions would not reasonably be expected to result in a Material Adverse Effect, and shall deliver to the Administrative Agent, following reasonable request, appropriate certificates attesting to such payments.

SECTION 8.05 Property Locations. The Borrower will provide to the Administrative Agent at least ten (10) days’ prior written notice before adding any new offices or business or locations of Collateral, including warehouses (in each case, unless such new locations qualify as Excluded Locations). With respect to any property or assets of a Credit Party located with a third party, including a bailee, datacenter or warehouse (in each case, other than Excluded Locations), the Credit Parties shall use commercially reasonable efforts to cause such third party to execute and deliver a Collateral Access Agreement for such location, including an acknowledgment from each of the third parties that it is holding or will hold such property for the Collateral Agent’s benefit. The Borrower shall deliver to the Collateral Agent each warehouse receipt (as defined in the UCC), where negotiable, covering any applicable property (other than in respect of any Excluded Locations). With respect to any property or assets of a Credit Party located on leased premises (other than Excluded Locations), the Borrower shall use commercially reasonable efforts to cause such third party to execute and deliver a Collateral Access Agreement for such location.

SECTION 8.06 Government Compliance. Each Credit Party will and will cause each Subsidiary to (a) maintain its 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; (b) comply, and cause each Subsidiary to comply, with all laws, ordinances and regulations to which it is subject except where a failure to do so would not reasonably be expected to have a Material Adverse Effect; (c) obtain all of the Governmental Approvals required in connection with such Credit Party’s or Subsidiary’s business and for the performance by each Credit Party of its obligations under the Credit Documents to which it is a party and the grant of a security interest to Lender in all of its property; and (d) comply with all terms and conditions with respect to such Governmental Approvals, except where a failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 8.07 Inventory and Reserves. Each Credit Party will and will cause each Subsidiary to keep all Inventory in good and marketable condition, free from material defects (ordinary wear and tear and casualty loss excepted). Returns and allowances between a Credit Party and its Account Debtors shall follow such Credit Party’s customary practices as they exist at the Closing Date. The Borrower shall promptly notify the Administrative Agent of all returns, recoveries, disputes and claims involving Inventory that involve more than $2,000,000.

73

SECTION 8.08 ERISA.

(a) Promptly after any Credit Party or any of their respective Subsidiaries knows of the occurrence of any of the following events that, individually or in the aggregate, could be reasonably likely to have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or for an extension of any amortization period under Section 412 or 430 of the Code with respect to a Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; or that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201, 4204, or 4205 of ERISA.

(b) Promptly following any request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries may request with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries may request with respect to any Multiemployer Plan; provided that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries could reasonably be expected to have a Material Adverse Effect under such Multiemployer Plan.

SECTION 8.09 Maintenance of Properties. Each Credit Party will, and will cause its Subsidiaries to (i) maintain, preserve, protect and keep its properties and assets in good repair, working order and condition (ordinary wear and tear excepted and subject to transactions permitted pursuant to Section 9.03 or Section 9.04), and make any repairs, renewals and replacements thereof determined by it to be necessary in its reasonable business judgment and (ii) maintain and renew as necessary all licenses, permits and other clearances necessary to use and occupy such properties and assets, in the case of each of clauses (i) and (ii), except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

74

SECTION 8.10 Additional Guarantors and Grantors. No later than forty five (45) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such time as a Credit Party or any of its Subsidiaries forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, in each case, that is not an Excluded Subsidiary, the Credit Parties will (a) promptly, and in any event within forty five (45) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of creation or acquisition, as applicable, provide written notice to the Administrative Agent together with certified copies of the Organizational Documents for such Subsidiary, and (b) promptly, and in any event within forty five (45) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of formation or creation or upon the Administrative Agent’s request, as applicable: (i) take all such action as may be reasonably required by the Administrative Agent to cause the applicable Subsidiary to either: (A) provide to the Administrative Agent a joinder to this Agreement, the Guarantee Agreement (or, with respect to the first such Subsidiary to become a Guarantor pursuant to the terms hereof, the Guarantee Agreement) and the Security Pledge Agreement pursuant to which such Subsidiary becomes a Credit Party hereunder and thereunder, or (B) guarantee the Obligations of the Credit Parties under the Credit Documents and grant a security interest in and to the Collateral of such Subsidiary (other than Excluded Assets), in each case, in form and substance reasonably satisfactory to the Administrative Agent, and, in each case together with such Control Agreements required by Section 8.15 and other documents, instruments, opinions and agreements reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant the Collateral Agent a first priority Lien, subject to Permitted Liens) in and to the Collateral of such Subsidiary and to pledge all of the direct Capital Stock of such Subsidiary; provided that a Material Subsidiary shall not be required to execute such joinders, guarantee, or grant of security interest if (x) it is organized in a jurisdiction where such joinder, guarantee, or security interest is prohibited under local law or (y) the Collateral Agent has determined in good faith (in consultation with the Borrower; provided that the Collateral Agent shall make the ultimate determination) that the cost to the Credit Parties of obtaining such joinder, guarantee or security interest would outweigh the benefits thereof to the Agents and the Lenders and has notified the Borrower of such determination. Any document, agreement, or instrument executed or issued pursuant to this Section 8.10 shall be a Credit Document. Notwithstanding the forgoing, concurrently with the delivery of each Compliance Certificate delivered in connection with the financial information in Section 8.01(c), the Borrower shall determine whether any Immaterial Subsidiary shall have exceeded the materiality thresholds set forth in the definition of “Immaterial Subsidiary”, making such Subsidiary a Material Subsidiary, and if so, the Borrower shall within thirty (30) days after making such determination (or such longer period of time agreed to by the Administrative Agent in its sole discretion)), cause such Subsidiary (other than an Excluded Subsidiary) to become a Credit Party hereunder and deliver all joinders, documents, instruments and agreements as may be required or as Collateral Agent may reasonably request under this Section 8.10.

SECTION 8.11 Intellectual Property.

(a) Each Credit Party will and will cause each of its Subsidiaries to (i) protect, defend and maintain the validity and enforceability of its Intellectual Property material to its business in its reasonable business judgment; (ii) promptly advise the Administrative Agent in writing of material infringements of which it is aware or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property material to its business in its reasonable business judgment; and (iii) not allow any Intellectual Property material to the Credit Parties’ business to be abandoned, forfeited or dedicated to the public without the Administrative Agent’s written consent.

75

(b) To the extent not already disclosed to the Administrative Agent, if any Credit Party (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner or licensee in each case except to the extent constituting Excluded Assets, or (ii) applies for any Patent or the registration of any Trademark in each case except to the extent constituting Excluded Assets, then the Borrower shall promptly (x) provide written notice thereof to the Administrative Agent on a quarterly basis (together with delivery of the Compliance Certificate in accordance with Section 8.01(d)) and (y) shall execute such intellectual property security agreements and other documents and take such other actions as the Administrative Agent may reasonably request to perfect and maintain a first priority perfected security interest in favor of the Administrative Agent in any such Collateral registered or issued in the United States (subject to Permitted Liens); provided, however, that the foregoing does not apply to Intellectual Property that is an Excluded Asset. If a Credit Party decides to register any Copyrights or mask works in the United States Copyright Office, the Borrower shall: (x) provide the Administrative Agent notice of such Credit Party’s registration of such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto) on a quarterly basis (together with delivery of the Compliance Certificate in accordance with Section 8.01(d)); (y) execute an intellectual property security agreement and such other documents and take such other actions as the Administrative Agent may reasonably request to perfect and maintain a first priority perfected security interest in favor of the Administrative Agent in the Copyrights or mask works intended to be registered with the United States Copyright Office (subject to Permitted Liens); and (z) record such intellectual property security agreement with the United States Copyright Office. The Borrower shall provide to the Administrative Agent copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works on a quarterly basis (together with delivery of the Compliance Certificate in accordance with Section 8.01(d)).

(c) Each Credit Party will provide written notice to Administrative Agent within ten (10) days of any Credit Party entering or becoming bound by any Restricted License (other than off the shelf software and services that are commercially available to the public or open source licenses) in respect of any Intellectual Property material to its business (in its reasonable business judgment). The Borrower shall, and shall cause each Credit Party to, take such steps as the Administrative Agent reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for any such Restricted License (other than Excluded Assets) to be deemed “Collateral” and for the Administrative Agent to have a security interest in it.

SECTION 8.12 Use of Proceeds. The proceeds of the Closing Date Term Loans, together with cash on hand of the Borrower, shall be used to (a) refinance and replace the 2022 Term Loans, (b) pay all or a portion of the consideration for the Laminar Acquisition, and (c) pay related fees and expenses. The proceeds of any Delayed Draw Term Loan shall be used solely for the payment of accrued interest in accordance with the terms of this Agreement.

SECTION 8.13 Further Assurances.

(a) Subject to any applicable limitations set forth herein, the Guarantee Agreement, the Security Pledge Agreement or any other Credit Document, the Credit Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any Applicable Law, or which the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Pledge Agreement, any Mortgage or any other Security Document (other than in respect of any Excluded Assets), all at the sole cost and expense of the Borrower.

76

(b) Subject to any applicable limitations set forth in any applicable Security Document, if any fee simple interest in Real Property with a fair market value in excess of $1,000,000 is acquired by any Credit Party after the Closing Date, or held by any Person which becomes a Credit Party after the Closing Date, the Borrower will notify the Collateral Agent and the Lenders thereof and will cause such assets to be subjected to a Lien securing the applicable Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and/or perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in Section 8.13(a), all at the sole cost and expense of the Borrower. Any Mortgage delivered to the Collateral Agent in accordance with the preceding sentence shall be accompanied by (A) a policy or policies (or unconditional binding commitment thereof) of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien (with the priority described therein) on the mortgaged property described therein, free of any other Liens other than Permitted Liens, together with, to the extent available in the applicable jurisdictions, such endorsements and reinsurance as the Collateral Agent may reasonably request and (B) if requested by the Collateral Agent, an opinion of local counsel to the applicable Credit Parties in form and substance reasonably satisfactory to the Collateral Agent.

SECTION 8.14 Lenders’ Meetings. The Administrative Agent and the Lenders shall be entitled at reasonable times and intervals not to exceed once per fiscal quarter (unless an Event of Default has occurred and is continuing) upon reasonable advance notice, during business hours, to consult (which may be by teleconference) with the management and officers of the Borrower concerning significant business issues affecting the Borrower. Such consultations shall not unreasonably interfere with any Credit Party’s business operations.

SECTION 8.15 Bank Accounts.

(a) Within sixty (60) days after the Original Closing Date (or such longer period as the Collateral Agent may agree to in its sole discretion), the Credit Parties shall deliver to Collateral Agent a Control Agreement with respect to each of their respective securities accounts, deposit accounts and investment property set forth on Schedule 7.26 other than those accounts which (A) are used solely to fund payroll, payroll taxes, or employee wage and benefits payments, (B) are trust accounts maintained exclusively for the purpose of holding funds in trust for third parties, (C) hold at any time, when aggregated with all other accounts of the Credit Parties excluded pursuant to this clause (C), not more than $2,000,000 or are maintained on a “zero balance” basis and swept to a deposit account subject to a Control Agreement at least once each week, or (D) are used as escrow accounts, cash collateral or otherwise with third parties to the extent the Liens on such account and the deposits or securities therein constitute Permitted Liens, in each case, in the ordinary course of business (each such account described in the foregoing clauses (A) through (D), an “Excluded Account”). The Credit Parties shall not allow any collections to be deposited to any accounts other than those listed on Schedule 7.26; provided that the Credit Parties may establish new deposit accounts or securities accounts so long as: (i) the Credit Parties shall deliver to the Agents an amended Schedule 7.26 including such account within five (5) Business Days of establishing such account and (ii) the Credit Parties shall deliver to Collateral Agent a Control Agreement with respect to such account within sixty (60) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the creation of such account, except to the extent such account is an Excluded Account.

(b) Each Control Agreement required pursuant to clause (a) above shall provide, among other things, unless otherwise agreed to by the Collateral Agent, that (i) upon notice from the Collateral Agent (a “Notice of Control”), the bank, securities intermediary or other financial institution party thereto will comply with instructions of the Collateral Agent directing the disposition of funds without further consent by the applicable Credit Party; provided that the Collateral Agent agrees not to issue a Notice of Control unless an Event of Default has occurred and is then continuing, and (ii) the bank,

77

securities intermediary or other financial institution party thereto has no rights of setoff or recoupment or any other claim against the account subject thereto, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment. In the event Collateral Agent issues a Notice of Control under any Control Agreement, all collections or other amounts subject to such Control Agreement shall be transferred as directed by the Collateral Agent and may be used to pay the Obligations in the manner set forth in Section 4.02(c).

(c) If, notwithstanding the provisions of this Section 8.15, after the occurrence and during the continuance of an Event of Default, the Credit Parties receive or otherwise have dominion over or control of any collections or other amounts (other than amounts in Excluded Accounts), the Credit Parties shall hold such collections and amounts in trust for the Collateral Agent and shall not commingle such collections with any other funds of any Credit Party or other Person or deposit such collections in any account other than those accounts set forth on Schedule 7.26 (unless otherwise instructed by the Collateral Agent).

SECTION 8.16 Data Security and Privacy.

(a) Each Credit Party and its Subsidiaries will maintain compliance in all material respects with (i) all applicable Data Protection Laws, including but not limited to the GDPR and other laws relating to cross-border transfers of Personal Data; (ii) all applicable contractual obligations concerning data privacy and security relating to Personal Data in the possession or control of a Credit Party or a Subsidiary or maintained by third parties as processors on behalf of such Credit Party or Subsidiary and having access to such information under contracts (or portions thereof) to which a Credit Party or a Subsidiary is a party; and (iii) the Privacy Agreements.

(b) Each Credit Party and its Subsidiaries will maintain compliance in all material respects with all Privacy Policies consistent with the actual practices of each Credit Party and its Subsidiaries. In connection with the Credit Parties’ and their Subsidiaries’ uses of the Personal Data as permitted by the Privacy Policies, each Credit Party and its Subsidiaries will obtain the appropriate consent from the applicable data subject necessary for such uses, to the extent required under applicable Data Protection Laws. All Privacy Policies in place will make appropriate disclosures to users, customers, employees, and other individuals as required by Data Protection Laws.

(c) Each Credit Party and its Subsidiaries will maintain and comply in all material respects with its Security Program. Any Security Program of the Credit Parties or their Subsidiaries will at all times (i) comply in all material respects with all applicable Data Protection Laws, applicable Privacy Policies, and applicable Privacy Agreements, and (ii) include and incorporate commercially reasonable administrative, technical, organization, and physical security procedures and measures designed to preserve the security, integrity and confidentiality of all Personal Data or Company Sensitive Information in such Credit Party’s or Subsidiary’s possession or control, and each Credit Party and its respective Subsidiaries will use industry best practices to protect such Company Sensitive Information against unauthorized or unlawful processing, access, acquisition, use, theft, interruption, modification, disclosure, loss, destruction or damage.

(d) The Credit Parties shall take commercially reasonable steps designed to ensure that no material (i) incidents of unauthorized access, use, intrusion, disclosure or breach of the security of any information technology systems operated in connection with a Credit Party or a Subsidiary or any of their contractors or (ii) incidents of unauthorized acquisition, destruction, damage, disclosure, loss, corruption, alteration, or use of any Company Sensitive Information shall occur.

78

(e) Each Credit Party and its Subsidiaries will have a valid and legal right (whether contractually, by Applicable Law or otherwise) to access or use all Personal Data that is accessed and used by or on behalf of a Credit Party or a Subsidiary in connection with the sale, use and/or operation of their products, services and businesses.

(f) The Borrower will promptly give notice to the Administrative Agent upon any Credit Party becoming aware of any pending, written demands, inquiries, proceedings, or other notices that could reasonably be expected to result in an investigation or other legal proceeding, including any notices of any investigation or other legal proceedings, regarding a Credit Party or a Subsidiary and of which it becomes aware, initiated by (i) any Person; (ii) any Governmental Authority, including the United States Federal Trade Commission, a state attorney general, data protection authority or similar state official, or a supervisory authority; or (iii) any self-regulatory authority or entity, alleging that any activity of a Credit Party or a Subsidiary: (1) is in violation of any applicable Data Protection Laws, (2) is in violation of any Privacy Agreements, (3) is in violation of any Privacy Policies, (4) is otherwise in violation of any person’s privacy, personal or confidentiality rights, or (5) otherwise constitutes an unfair, deceptive, abusive or misleading trade practice, in each case, in any material respect.

ARTICLE IX

Negative Covenants

The Credit Parties hereby covenant and agree that from and after the Original Closing Date, until the Total Commitments have terminated and the Loans, together with interest, fees and all other Obligations incurred hereunder (other than Unasserted Contingent Obligations) are paid in full in cash in accordance with the terms of this Agreement:

SECTION 9.01 Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for Permitted Indebtedness.

SECTION 9.02 Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including Capital Stock held by such Person), whether now owned or hereafter acquired, except for Permitted Liens.

SECTION 9.03 Consolidation, Merger, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to, except in connection with any Permitted Acquisition 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, provided that (x) a Subsidiary may merge or consolidate into another Subsidiary; provided that if a Credit Party is involved, a Credit Party shall be the surviving entity and (y) a Subsidiary may merge or consolidate into the Borrower (as long as the Borrower is the surviving entity).

SECTION 9.04 Permitted Dispositions. Each Credit Party will not, and will not permit any of its Subsidiaries, to Dispose of all or any part of its business or property, except (collectively, “Permitted Transfers”) (a) sales of Inventory by a Credit Party or any of its Subsidiaries in the ordinary course of business, (b) non-exclusive licenses and similar arrangements for the use of Intellectual Property of a Credit Party or any of its Subsidiaries in the ordinary course of business, (c) Dispositions of worn-out, obsolete or surplus Equipment in the ordinary course of business that is, in the reasonable judgment of such Credit Party or Subsidiary, no longer economically practicable to maintain or useful, (d) Dispositions consisting of the granting of Permitted Liens, mergers, consolidations and reorganizations permitted under Section 9.03, Restricted Payments permitted under Section 9.05 and the making of Permitted Investments,

79

(e) the use or transfer of money or Cash Equivalents in the ordinary course of business for any purpose that is not prohibited by the Credit Documents, (f) Dispositions to a Credit Party; (g)(x) discounts of or forgiveness of accounts receivable in the Ordinary Course Of Business or in connection with collection or compromise thereof and (y) sales, transfers and other dispositions of accounts receivable in connection with collection thereof in the Ordinary Course Of Business, (h) dispositions in connection with source code escrow arrangements entered into in the Ordinary Course Of Business; and (i) other Dispositions of assets having a fair market value of not more than $2,500,000 per fiscal year of the Borrower; provided that (x) except as provided in clause (b), no Credit Party shall Dispose of any Intellectual Property that is material to the business of the Borrower and its Subsidiaries to any Person other than a Credit Party and (y) no Credit Party may cease to be a Credit Party if such Person owns any such material Intellectual Property.

SECTION 9.05 Restricted Payments, Investments etc.

(a) Each Credit Party will not, and will not permit any of its Subsidiaries, to make any Restricted Payment; provided that (i) any Credit Party and Subsidiary thereof may pay dividends solely in Capital Stock (other than Disqualified Capital Stock) of such Credit Party or such Subsidiary, (ii) the Borrower may make cash payments in lieu of fractional shares, (iii) the Borrower may (x) repurchase Capital Stock from former employees, officers, directors, consultants or other persons who performed services for the Credit Parties or any of their Subsidiaries in connection with the cessation of such employment or service at the original purchase price thereof and (y) repurchase the Capital Stock issued by any other Person pursuant to stock repurchase agreements approved by the applicable Board of Directors (provided that the aggregate amount of all such repurchases does not exceed $500,000 per fiscal year), and (iv) any Person may make a Restricted Payment to a Credit Party.

(b) Notwithstanding the foregoing, the Credit Parties shall be permitted to make the repurchases, payments or distributions expressly permitted by clause (a) above only if, at such time, and immediately after giving effect thereto: (i) no Event of Default exists, would result from such repurchase, payment or distribution or could reasonably be expected to occur and (ii) such payment or distribution is permitted under and is made in compliance with all Applicable Laws in all material respects.

(c) Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments.

SECTION 9.06 Collateral Accounts. Each Credit Party will not, and will not permit any of its Subsidiaries to, Maintain any Collateral Account except pursuant to the terms of Section 8.15.

SECTION 9.07 Compliance. Each Credit Party will not, and will not permit any of its Subsidiaries, to (a) become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act, (b) undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Federal Reserve Board), or use the proceeds of any Credit Extension for that purpose, or (c) fail to comply with the Federal Fair Labor Standards Act or any other law or regulation, in the case of this clause (c), if the failure would reasonably be expected to have a Material Adverse Effect.

SECTION 9.08 Transactions with Affiliates. Each Credit Party will not, and will not permit any of its Subsidiaries, directly or indirectly enter into or permit to exist any transaction with any Affiliate of a Credit Party, except for (a) transactions that are in the ordinary course of business and on fair and reasonable terms that are no less favorable to such Person than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) reasonable and customary director, officer and employee compensation and other customary benefits including retirement, health, stock option and other benefit

80

plans and indemnification arrangements approved by the Borrower’s Board of Directors, (c) transfers among the Borrower and its Subsidiaries consisting of the purchase of services and/or products among Borrower and its Subsidiaries in connection with transfer pricing arrangements under which Borrower and its Subsidiaries receive no more than the greater of cost plus fifteen percent (15.0%) and the transfer price required by applicable law, and (d) other transactions expressly permitted under this Agreement.

SECTION 9.09 Modification of Certain Agreements. No Credit Party will or will permit any of its Subsidiaries to amend or modify its Organization Documents in any way which could reasonably be expected to materially adversely affect the interests of any Agent or Lender.

SECTION 9.10 Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting:

(a) the creation or assumption of any Lien in favor of the Collateral Agent upon its properties, revenues or assets, whether now owned or hereafter acquired;

(b) the ability of such Person to amend or otherwise modify any Credit Document; or

(c) the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments.

The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above which are contained in any agreement, (i) governing any Indebtedness permitted by clause (e) of the definition of “Permitted Indebtedness” as to Liens on or the transfer of assets financed with the proceeds of such Indebtedness and clause (l) of the definition of “Permitted Liens” as to restrictions on such cash collateral, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of their respective Subsidiaries entered into in the ordinary course of business, (iii) restricting the assignment of any contract entered into by any Credit Party or any of their respective Subsidiaries in the ordinary course of business, (iv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement, (v) customary restrictions in leases, subleases, licenses and sublicenses, or (vi) with respect to Investments in Joint Ventures not constituting Subsidiaries, customary provisions restricting the pledge or transfer of Capital Stock issued by such Joint Ventures set forth in the applicable joint venture agreements and other similar agreements applicable to Joint Ventures permitted hereunder and applicable solely to such Joint Venture.

SECTION 9.11 Changes in Business; Fundamental Changes. No Credit Party will, or permit any of its Subsidiaries to, (a) engage in any business other than the businesses currently engaged in by such Person, as applicable, or any other business reasonably related or incidental thereto, (b) cease doing business, or liquidate or dissolve, provided that a Subsidiary may cease doing business, liquidate or dissolve so long as (i) if such Subsidiary is not a Credit Party, the assets of such Subsidiary are transferred to a Credit Party or to another Subsidiary, and (ii) if such Subsidiary is a Credit Party the assets of such Subsidiary are transferred to another Credit Party, (c) permit or suffer a Change of Control, (d) without at least ten (10) days prior written notice to the Administrative Agent, add any new offices or business locations, including warehouses (unless such new offices or business locations already qualifies as a Permitted Location), or (e) without at least ten (10) days’ prior written notice to the Administrative Agent (i) change its jurisdiction of organization, (ii) change its organizational structure or type, (iii) change its legal name, (iv) change its organizational number (if any) assigned by its jurisdiction of organization, or (v) change its fiscal year.

81

SECTION 9.12 Financial Covenants. The Credit Parties will not permit:

(a) Annualized Subscription Recurring Revenue. Annualized Subscription Recurring Revenue, as of the last day of the most recent fiscal quarter for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.01(b), to be less than the Minimum Subscription Recurring Revenue Amount.

(b) Minimum Liquidity. Liquidity as of the close of business on each Business Day, to be less than the Minimum Liquidity Amount.

ARTICLE X

Events of Default

SECTION 10.01 Listing of Events of Default. Each of the following events or occurrences described in this Section 10.01 shall constitute an “Event of Default”:

(a) Non-Payment of Obligations. Any Credit Party fails to pay (i) any principal or interest payment when due and payable or (ii) any other monetary Obligation hereunder within five (5) Business Days after such Obligation is due and payable.

(b) Breach of Warranty. Any Credit Party makes any representation, warranty, or other statement in this Agreement, any other Credit Document or in any writing delivered to any Agent or any Lender in connection with this Agreement or to induce any Agent or any Lender to enter this Agreement or any Credit Document (including any certificates delivered pursuant to Article V), and such representation, warranty, or other statement is incorrect in any material respect when made or deemed to have been made.

(c) Non-Performance of Certain Covenants and Obligations. Any Credit Party fails or neglects to perform any obligation in Sections 6.02, 8.01(b) through (h), 8.03, 8.06 (with respect to the good standing of Borrower only), 8.12, 8.14, 8.15, 8.16, or violates any covenant in Article IX.

(d) Non-Performance of Other Covenants and Obligations. A Credit Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Credit Document, and as to any default (other than those specified in Sections 10.01(a), 10.01(b) or 10.01(c)) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within thirty (30) days after the occurrence thereof.

(e) Other Agreements. There is, under any agreement to which a Credit Party or any of its Subsidiaries is a party with a third party or parties, (i) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness for borrowed money in an amount individually or in the aggregate in excess of $5,000,000; or (ii) any breach or default by a Credit Party or a Subsidiary of such Credit Party, the result of which could reasonably be expected to have a Material Adverse Effect.

(f) Judgments. 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 $5,000,000 shall be rendered against a Credit Party or any of its Subsidiaries by any Governmental Authority, and the same are not, within thirty (30) days after the entry, assessment or issuance thereof, vacated, or after execution thereof, stayed or bonded pending appeal, (provided that no Credit Extensions will be made prior to the vacation, stay, or bonding of such fine, penalty, judgment, order or decree).

(g) [Reserved].

82

(h) Bankruptcy, Insolvency, etc. (a) the Credit Parties and their Subsidiaries are unable to pay their debts (including trade debts) as they become due or otherwise becomes insolvent; (b) a Credit Party or any of its Subsidiaries commences a voluntary Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against a Credit Party or any of its Subsidiaries and is not dismissed or stayed within sixty (60) days (but no Credit Extensions shall be made while any of the conditions described in this Section 10.01(h) exist and/or until any Insolvency Proceeding is dismissed).

(i) Plans. Any of the following events shall occur with respect to any Plan or Multiemployer Plan that would, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect:

(i) the institution of any steps by any Credit Party, any Subsidiary of a Credit Party, any ERISA Affiliate or any other Person to terminate a Plan;

(ii) a contribution failure or termination occurs with respect to any Plan: (a) to which Plan a Credit Party or any of its Subsidiaries contributes or has or has had an obligation to contribute, and such contribution failure is sufficient to give rise to a Lien under Sections 303(k) or Section 430(k) of the Code or such Plan termination is reasonably expected to result in the imposition of Lien under Section 4068 of ERISA on the assets of a Credit Party or any of its Subsidiaries, or (b) to which an ERISA Affiliate contributes or has or has had an obligation to contribute and a Lien (except for any Liens which do not prime or have priority over the Liens securing the Obligations) arises under Sections 303(k) or 4068 of ERISA or Section 430(k) of the Code on the assets of a Credit Party or any of its Subsidiaries; or

(iii) any event or events described in Section 8.08(b) for which notice is required thereunder occurs.

(j) Impairment of Security, Guaranty, etc.

(i) (a) A notice of Lien or levy is filed against the assets of any Credit Party or any of its Subsidiaries by any Governmental Authority, and the same is not, within thirty (30) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, that no Credit Extensions shall be made during any thirty (30) day cure period; or

(ii) (a) any assets of a Credit Party or any of its Subsidiaries with an aggregate value in excess of $5,000,000 is attached, seized, levied on, or comes into possession of a trustee or receiver, or (b) any court order enjoins, restrains, or prevents a Credit Party or any of its Subsidiaries from conducting all or any material part of its business; or

(iii) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect, other than any termination or release by the Administrative Agent pursuant to this Agreement.

SECTION 10.02 Remedies Upon Event of Default(a) . If any Event of Default shall occur for any reason, and be continuing, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice to the Borrower (a) terminate or reduce the Delayed Draw Term Loan Commitment then in effect or (b) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment; provided that (A) upon the occurrence of an event described in subclauses (b) or (c) of Section 10.01(h), any such Delayed Draw Term Loan Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. The Lenders and the Collateral Agent shall have all other rights and remedies available at law or in equity or pursuant to any Credit Documents.

83

SECTION 10.03 Cure Right.

(a) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrower fails to comply with Section 9.12(a) or 9.12(b) as of any date of determination (any applicable period for which the Borrower fails to comply with Section 9.12(a) or 9.12(b), a “Covenant Failure Period”), the Borrower may cure such failure as provided in this Section 10.03 (the “Cure Right”). The Cure Right shall be deemed to have been validly exercised, and no Default or Event of Default shall be deemed to have existed from the end of such Covenant Failure Period until the tenth (10th) Business Day after the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for such Covenant Failure Period, so long as (i) the Borrower has issued a written notice to the Administrative Agent on or before the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for the Covenant Failure Period of its intent to exercise the Cure Right, (ii) no later than ten (10) Business Days after the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for the Covenant Failure Period, the Administrative Agent has received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that, after the Covenant Failure Period, the Borrower has received a cash equity contribution (funded with proceeds of common equity or other equity having terms reasonably acceptable to the Administrative Agent; provided that no acceptance by the Administrative Agent will be required in respect of (x) common equity or (y) other Capital Stock that is not Disqualified Capital Stock) in an amount equal to (A) with respect to any Cure Right exercised in connection with a failure to comply with Section 9.12(a), the amount by which Annualized Subscription Recurring Revenue for the Covenant Failure Period would need to be increased so as to result in the Borrower being in compliance with Section 9.12(a) for such period (the “Subscription Recurring Revenue Cure Amount”) or (B) with respect to any Cure Right exercised in connection with a failure to comply with Section 9.12(b), at least $25,000,000 (the “Liquidity Cure Amount”, and together with the Subscription Recurring Revenue Cure Amount, each a “Cure Amount”), which such cash equity contribution has not been designated for any other use hereunder, (iii) at the time of receipt, the Borrower shall have specifically identified such cash equity contribution as a Cure Amount for purposes of exercising the Cure Right, (iv) any such Subscription Recurring Revenue Cure Amount shall be used to make a prepayment of Loans pursuant to Section 4.02(a)(iv), and (v) the Cure Right has not been exercised in more than two (2) fiscal quarters in any four (4) fiscal quarter period and not more than five (5) times in the aggregate.

(b) Upon the valid exercise of the Cure Right arising as a result of the breach of Section 9.12(a), (i) solely for purposes of determining Annualized Subscription Recurring Revenue for the Covenant Failure Period, Annualized Subscription Recurring Revenue shall be increased by the Subscription Recurring Revenue Cure Amount with respect thereto, and (ii) no Default or Event of Default shall be deemed to have occurred due to the failure of the Borrower to comply with Section 9.12(a) for such Covenant Failure Period. Without limiting the foregoing, no Subscription Recurring Revenue Cure Amounts shall be included in Annualized Subscription Recurring Revenue when calculated for purposes of determining the Borrower’s compliance with any numerical thresholds set forth in any covenant in this Agreement, determining the availability of any Delayed Draw Term Loan or Supplemental Delayed Draw Term Loan Commitment, compliance with any provision of this Agreement or for any other purpose whatsoever.

84

(c) Upon the valid exercise of the Cure Right arising as a result of the breach of Section 9.12(b), (i) no Default or Event of Default shall be deemed to have occurred due to the failure of the Borrower to comply with Section 9.12(b) for any applicable Business Day of the Covenant Failure Period and (ii) the calculation of Liquidity as of the close of business on the last Business Day in such Covenant Failure Period shall include the Liquidity Cure Amount. Without limiting the foregoing, no Liquidity Cure Amounts shall be included in Liquidity when calculated for purposes of determining the Borrower’s compliance with any numerical thresholds set forth in any covenant in this Agreement, determining the availability of any the Delayed Draw Term Loan or Supplemental Delayed Draw Term Loan Commitment, compliance with any provision of this Agreement or for any other purpose whatsoever, including for the avoidance of doubt, as any portion of any Cure Right arising as a result of the breach of Section 9.12(a) (other than compliance with Section 9.12(b)).

(d) For the avoidance of doubt, pending receipt of any Cure Amount following receipt of the Borrower’s irrevocable election to exercise the Cure Right, no Default or Event of Default shall be deemed to exist with respect to (i) in the case of any Subscription Recurring Revenue Cure amount, Section 9.12(a), or (ii) in the case of any Liquidity Cure Amount, Section 9.12(b), as applicable, from the end of the applicable Covenant Failure Period until the tenth (10th) Business Day after the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) and no Agent nor any Lender shall exercise any rights or remedies against the Credit Parties or any of the Collateral solely as the result of the Event of Default arising from the breach of Section 9.12(a) or 9.12(b) that is being cured by the applicable Cure Amount), and the Borrower may maintain SOFR Loans notwithstanding Sections 2.07 and 2.08; provided that any Default or Event of Default arising as a result of the breach of Section 9.12(a) shall nonetheless be deemed to exist (until Borrower’s receipt of the applicable Cure Amount in accordance with this Section 10.03) for purposes of determining the satisfaction of, or failure to satisfy, any condition or requirement under any Credit Document predicated upon the absence of a Default or Event of Default.

ARTICLE XI

The Agents

SECTION 11.01 Appointment. Each Lender (and, if applicable, each other Secured Party) hereby appoints GS as its Collateral Agent under and for purposes of each Credit Document, and hereby authorizes the Collateral Agent to act on behalf of such Lender (or if applicable, each other Secured Party) under each Credit Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by the Collateral Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby appoints GS as its Administrative Agent under and for purposes of each Credit Document and hereby authorizes the Administrative Agent to act on behalf of such Lender (or, if applicable, each other Secured Party) under each Credit Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by the Administrative Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby irrevocably designates and appoints each Agent as the agent of such Lender. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against any Agent.

SECTION 11.02 Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Credit Documents by or through agents, sub-agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents, sub-agents or attorneys-in-fact selected by it with reasonable care.

85

SECTION 11.03 Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of any Credit Party or other Person to perform its obligations hereunder or thereunder. None of the Agents shall be required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law or other similar law or that may effectuate a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy or insolvency law or other similar law. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party.

SECTION 11.04 Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Credit Parties), independent accountants and other experts selected by such Agent. The Agents may deem and treat the payee of any note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agents. As to any matters not clearly and expressly provided for by the Credit Documents, each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans and all other Secured Parties.

SECTION 11.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder, except with respect to any Default or Event of Default in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Collateral Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that an Agent receives such a notice, such Agent shall give notice thereof to the other Agent and the

86

Lenders. Each Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement); provided that unless and until each Agent shall have received such directions, the Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as such Agent shall deem advisable in the best interests of the Secured Parties.

SECTION 11.06 Non Reliance on Agents and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Credit Party or any Affiliate of a Credit Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender (and, if applicable, each other Secured Party) also represents that it will, independently and without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent hereunder, the Agents shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Credit Party or any Affiliate of a Credit Party that may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

SECTION 11.07 Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The agreements in this Section 11.07 shall survive the payment of the Loans and all other amounts payable hereunder.

SECTION 11.08 Agent in Its Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Credit Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender”, “Lenders”, “Secured Party” and “Secured Parties” shall include each Agent in its individual capacity.

87

SECTION 11.09 Successor Agents. Either Agent may resign as Agent upon thirty (30) days’ notice to the Lenders, such other Agent and the Borrower. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent, which successor agent shall (unless an Event of Default under Sections 10.01(a) or (h) or arising from breach of Sections 8.01(b) or (c) or Section 9.12 (after giving effect to Section 10.03) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent in its applicable capacity by the date that is thirty (30) days following such retiring Agent’s notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided that the Collateral Agent shall continue to hold any Liens granted to it under the Credit Documents until such time as a successor shall be appointed hereunder. After any retiring Agent’s resignation as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Credit Documents.

SECTION 11.10 Agents Generally. Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in its capacity as such.

SECTION 11.11 Restrictions on Actions by Lenders; Sharing of Payments.

(a) Each of the Lenders agrees that it shall not, without the express written consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Collateral Agent, set off against the Obligations, any amounts owing pursuant to this Agreement by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Collateral Agent and solely to the extent it is lawfully entitled to do so pursuant to this Agreement, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b) Subject to Section 12.09, if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the Agents pursuant to the terms of this Agreement, or (ii) payments from the Agents in excess of such Lender’s pro rata share of all such distributions by Agents, such Lender promptly shall (A) turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to

88

the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata shares; provided that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

SECTION 11.12 Agency for Perfection. Collateral Agent hereby appoints each other Secured Party as its agent (and each Secured Party hereby accepts such appointment) for the purpose of perfecting the Collateral Agent’s Liens in assets which, in accordance with Article VII or Article VIII, as applicable, of the Uniform Commercial Code of any applicable state can be perfected only by possession or control. Should any Secured Party obtain possession or control of any such Collateral, such Secured Party shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver possession or control of such Collateral to Collateral Agent or in accordance with Collateral Agent’s instructions.

ARTICLE XII

Miscellaneous

SECTION 12.01 Amendments and Waivers.

(a) Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 12.01. The Required Lenders may, or, with the consent of the Required Lenders, the Collateral Agent or Administrative Agent, as applicable, may, from time to time, (1) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or the Credit Parties hereunder or thereunder or (2) waive, on such terms and conditions as the Required Lenders, the Administrative Agent or the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences (with a fully executed copy thereof delivered to the Administrative Agent if not a signatory thereto); provided that, notwithstanding the foregoing, no such waiver, amendment, supplement or modification shall directly:

(i) (A) reduce or forgive any portion of any Loan or extend the final expiration date of any Lender’s Commitment or extend the final scheduled maturity date of any Loan or reduce the stated interest rate (provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Interest or amend Section 2.08(c)), or (B) reduce or forgive any portion or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates and other than as a result of a waiver or amendment of any mandatory prepayment of Term Loans (which shall not constitute an extension, forgiveness or postponement of any date for payment of principal, interest or fees)), or (C) amend or modify any provisions of Section 12.09(b) or any other provision that provides for the pro rata nature of disbursements by or payments to Lenders, in each case without the written consent of each Lender directly and adversely affected thereby;

(ii) (x) amend, modify or waive any provision of this Section 12.01, (y) change, amend, modify or supplement the definition of “Required Lenders” or any provision requiring the vote of all of the Lenders or (z) consent to the assignment or transfer by any Credit Party of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 9.03, Section 12.20, the Guarantee Agreement and the Security Documents), in each case without the written consent of each Lender directly and adversely affected thereby;

89

(iii) increase the aggregate amount of any Commitment of any Lender without the consent of such Lender;

(iv) amend, modify or waive any provision of Article XI without the written consent of the then-current Collateral Agent and Administrative Agent;

(v) change any Commitment to a Commitment of a different Class in each case without the prior written consent of each Lender directly and adversely affected thereby; or

(vi) release all or substantially all of the Guarantors under the Guarantee Agreement (except as expressly permitted by this Agreement or the Guarantee Agreement), subordinate the Obligations, or release or subordinate all or substantially all of the Collateral under the Security Documents (except as expressly permitted thereby and in Section 12.20), in each case without the prior written consent of each Lender;

provided, further, that any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 12.01 if such Class of Lenders were the only Class of Lenders hereunder at the time.

(b) Notwithstanding the foregoing or anything to the contrary herein:

(i) except to the extent otherwise set forth in this Agreement, this Agreement may be amended (or amended and restated) with the written consent of the Administrative Agent and the Borrower to give effect to the transactions contemplated by Section 2.01(c);

(ii) [reserved];

(iii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitments of such Lender may not be increased or extended without the consent of such Lender, (y) the principal of, rate of interest on or any fees owing to such Defaulting Lender may not be reduced or such principal, interest or fees may not be forgiven (other than any waiver or reduction of any obligation of Borrower to pay interest at the Default Interest), or (z) the date fixed for any payment of principal, interest or fees owing to such Defaulting Lender may not be postponed or waived (other than any waiver or reduction of any obligation of Borrower to pay interest at the Default Interest) or the date of termination of the commitment of any such Defaulting Lender hereunder may not be postponed, in each case, without the prior written consent of such Defaulting Lender;

(iv) schedules to this Agreement and the Security Agreement may be amended or supplemented by the delivery of a Compliance Certificate in accordance with, and solely to the extent set forth in, Section 8.01(d);

(v) this Agreement and any other Credit Document may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order to correct or cure (x) ambiguities, errors, omissions, defects, (y) to effect administrative changes of a technical or immaterial nature or (z) incorrect cross references or similar inaccuracies in this Agreement or the applicable Credit Document; guarantees,

90

collateral documents, security documents, intercreditor agreements, and related documents executed in connection with this Agreement may be in a form reasonably determined by the Administrative Agent or Collateral Agent, as applicable, and may be amended, modified, terminated or waived, and consent to any departure therefrom may be given, without the consent of any Lender if such amendment, modification, waiver or consent is given in order to (x) comply with local law or advice of counsel or (y) cause such guarantee, collateral document, security document or related document to be consistent with this Agreement and the other Credit Documents; and any such amendment shall become effective without any further consent of any other party to such Credit Document; and

(vi) no amendment or waiver shall, unless signed by the Administrative Agent and by the Required Delayed Draw Term Loan Lenders (or by the Administrative Agent with the consent of the Required Delayed Draw Term Loan Lenders) in addition to the Required Lenders (or by the Administrative Agent with the consent of the Required Delayed Draw Term Loan Lenders): (i) amend or waive compliance with the conditions precedent to the obligations of Lenders to make any Delayed Draw Term Loan in Section 6.01; or (ii) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of Lenders to make any Delayed Draw Term Loan in Section 6.01; and no amendment shall: (x) amend or waive this Section 12.01(b)(vi) or the definitions of the terms used in this Section 12.01(b)(vi) insofar as the definitions affect the substance of this Section 12.01(b)(vi); (y) change the definition of “Required Delayed Draw Term Loan Lenders”; or (z) change the percentage of Lenders which shall be required for Delayed Draw Term Loan Lenders to take any action hereunder, in each case, without the consent of all Delayed Draw Term Loan Lenders.

SECTION 12.02 Notices and Other Communications; Facsimile Copies.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Credit Parties or the Agents, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 12.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the Agents.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three (3) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 12.02(b)), when delivered; provided that notices and other communications to the Agents pursuant to Article II shall not be effective until actually received by such Person.

(b) Effectiveness of Facsimile Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on all Credit Parties, the Agents and the Lenders.

91

(c) Reliance by Agents and Lenders. The Agents and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any Credit Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.

SECTION 12.03 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

SECTION 12.04 Survival of Representations and Warranties. All representations and warranties made hereunder and in the other Credit Documents shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

SECTION 12.05 Payment of Expenses; Indemnification. The Borrower agrees, within fifteen (15) days after initial written presentment or demand therefor (or immediately upon demand during the continuance of an Event of Default of the type set forth in Section 10.01(a) or Section 10.01(h)), (a) to pay or reimburse the Agents for all their reasonable and documented (to the extent available) out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, the other Credit Documents, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to one lead counsel for the Agents, and if necessary, one local counsel in each material relevant jurisdiction), (b) to pay or reimburse the Agents and the Lenders for all their reasonable and documented (to the extent available) out-of-pocket costs and expenses incurred in connection with any workout or restructuring of the Obligations while an Event of Default is continuing or the enforcement or preservation of any rights under this Agreement, the other Credit Documents, and any such other documents, which shall be limited to reasonable fees, disbursements and other charges of one lead counsel (selected by the Administrative Agent) for the Agents and the Lenders, collectively, and if necessary, one local counsel (selected by the Administrative Agent) in each material relevant jurisdiction, plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons, (c) [reserved], (d) to pay or reimburse Collateral Agent for all reasonable fees and expenses incurred in exercising its rights under Section 8.14, and (e) to pay, indemnify and hold harmless each Lender and the Agents, their transferees, and their respective Related Parties (collectively, the “Indemnified Parties”) from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, litigation, judgments, suits, of any kind or nature whatsoever, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnified Party is a party thereto, including payment of reasonable and documented (to the extent available) out-of-pocket costs, expenses or disbursements, including reasonable and documented (to the extent available) fees, disbursements and other charges of counsel (limited to one lead counsel (selected by the Administrative Agent) for the Agents and the Lenders, and if necessary, one local counsel (selected by the Administrative Agent) in each material relevant jurisdiction, and, in the case of any actual or perceived conflict of interest, one conflicts counsel for each class of similarly situated Indemnified parties), with respect to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all

92

the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Credit Parties shall have no obligation hereunder to the applicable Indemnified Party with respect to indemnified liabilities to the extent determined in a final judgment of a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Indemnified Party. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any of the Indemnified Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby or any Loan or the use of the proceeds thereof. Except with respect to matters involving fraud on the part of any Credit Party, to the fullest extent permitted by Applicable Law, no Indemnified Party shall assert, and each Indemnified Party hereby waives, any claim against any of the Credit Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby or any Loan or the use of the proceeds thereof. None of the Indemnified Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement, or the other Credit Documents or the transactions contemplated hereby or thereby. This Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

SECTION 12.06 Successors and Assigns; Participations and Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) except as set forth in Section 9.03, no Credit Party, may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.06. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 12.06) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Notwithstanding anything to the contrary herein, (a) any Lender shall be permitted to pledge or grant a security interest in all or any portion of such Lender’s rights hereunder including, but not limited to any Loans (without the consent of, or notice to or any other action by, any other party hereto) to secure the obligations of such Lender or any of its Affiliates to any Person providing any loan, letter of credit or other extension of credit to or for the account of such Lender or any of its Affiliates and any agent, trustee or representative of such Person and (b) the Agents shall be permitted to pledge or grant a security interest in all or any portion of their respective rights hereunder or under the other Credit Documents, including, but not limited to, rights to payment (without the consent of, or notice to or any other action by, any other party hereto), to secure the obligations of such Agent or any of its Affiliates to any Person providing any loan, letter of credit or other extension of credit to or for the account of such Agent or any of its Affiliates and any agent, trustee or representative of such Person.

(b)

93

(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than to a Defaulting Lender or, except in the case of assignments of Term Loans that are immediately canceled after such assignment, to the Borrower or to any of the Borrower’s Affiliates or Subsidiaries) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (which consent in each case shall not be unreasonably withheld or delayed) of:

(A) the Borrower; provided that (1) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Sections 10.01(a) or (h) or arising from breach of Sections 8.01(b) or (c) or Section 9.12 (after giving effect to Section 10.03) has occurred and is continuing, and (2) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent and Borrower within ten (10) Business Days after having received notice thereof;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, to the extent such assignment complies with the requirements in Section 12.06(b)(ii)(A).

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans of any Class, the amount of the (i) Closing Date Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be at least $2,500,000 and in multiples of $500,000 in excess thereof and/or (ii) Delayed Draw Term Loan Commitments or Delayed Draw Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be at least $2,500,000 and in multiples of $500,000 in excess thereof, unless each of the Borrower and the Administrative Agent otherwise consents, which consent, in each case, shall not be unreasonably withheld or delayed; provided, however, that no such consent of the Borrower shall be required if an Event of Default under Sections 10.01(a) or (h) or arising from breach of Sections 8.01(b) or (c) or Section 9.12 (after giving effect to Section 10.03) has occurred and is continuing; and, provided, further, that contemporaneous assignments to a single assignee made by affiliated Lenders or related Approved Funds and contemporaneous assignments by a single assignor to affiliated Lenders or related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this paragraph shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that no such fee shall be payable for any assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, a duly executed IRS Form W-9 or W-8 (or other applicable tax form) and all documentation and information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

94

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to such assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee (by its execution and delivery of the applicable Assignment and Acceptance to the Administrative Agent) and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Delayed Draw Term Loan Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 12.06, from and after the date each Assignment and Acceptance is recorded in the Register, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and be subject to the obligations of) Sections 2.10, 2.11, 4.04 and 12.05); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.06 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 12.06.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (but not as an agent, fiduciary or for any other purposes), shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Total Commitments of, and principal amount (and stated interest) of the Loans pursuant to the terms hereof from time to time (the “Register”). Further, the Register shall contain the name and address of the Administrative Agent and the lending office through which each such Person acts under this Agreement. The entries in the Register shall be conclusive, and the Credit Parties, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior written notice.

(v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and accompanying “know your customer” documentation and any written consent to such assignment required by paragraph (b)(i) of this Section 12.06, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this paragraph.

95

(c) (i) Any Lender may, without the consent of the Borrower or the Agents, sell participations to one or more banks or other entities (other than a natural person, a Defaulting Lender, the Borrower, any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i) of the first proviso to Section 12.01. Subject to paragraph (c)(ii) of this Section 12.06, the Borrower agree that each Participant shall be entitled to the benefits of (and be subject to the obligations of) Sections 2.10, 2.11 and 4.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 12.06. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.09(b) as though it were a Lender; provided that such Participant agrees to be subject to Section 12.09(a) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Sections 2.10, 2.11 or 4.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant shall not be entitled to the benefits of Section 4.04 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 4.04(f) as though it were a Lender (with the understanding that any documentation required under Section 4.04(f) shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) and proposed Section 1.163-5(b) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Notwithstanding anything to the contrary herein, any assignment or participation of Term Loans and/or Delayed Draw Term Loan Commitments by any Lender shall be made ratably across the Closing Date Term Loans, Delayed Draw Term Loans and Delayed Draw Term Loan Commitments held by such Lender.

96

SECTION 12.07 Replacements of Lenders Under Certain Circumstances.

(a) The Borrower, at its sole cost and expense, shall be permitted to replace any Lender (or any Participant), other than an Affiliate of any Agent, that (i) requests reimbursement for amounts owing pursuant to Sections 2.10, 2.11, 2.12 or 4.04, (ii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (iii) is a Defaulting Lender; provided that (A) such replacement does not conflict with any Applicable Law, (B) no Event of Default shall have occurred and be continuing at the time of such replacement, (C) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts) pursuant to Sections 2.10, 2.11, 2.12 or 4.04, as the case may be, owing to such replaced Lender prior to the date of replacement, (D) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Borrower, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.06 (except that such replaced Lender shall not be obligated to pay any processing and recordation fee required pursuant thereto) and (F) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, any Agent or any other Lender shall have against the replaced Lender. In connection with any such replacement, if any such replaced Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Acceptance to such replaced Lender, then such replaced Lender shall be deemed to have executed and delivered such Assignment and Acceptance without any action on the part of the replaced Lender.

(b) Other than with respect to any amendments made to this Agreement in connection with any Supplemental Delayed Draw Term Loan Commitment, if any Lender (a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination, which pursuant to the terms of Section 12.01 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then, provided that no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent), at their own cost and expense, to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans and Commitments to one or more assignees reasonably acceptable to the Administrative Agent, except to the extent such replacement Lender is another Lender, the Administrative Agent, the Collateral Agent or any Affiliate thereof; provided that: (i) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (ii) the replacement Lender or the Borrower, as the case may be, shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, and (iii) such replacement Lender shall consent to the requested amendment, waiver, discharge or termination. In connection with any such assignment, the Borrower, the Agents, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 12.06 (except that such Non-Consenting Lender shall not be obligated to pay any processing and recordation fee required pursuant thereto); provided that if any such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Acceptance to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance without any action on the part of the replaced Lender.

SECTION 12.08 Securitization. The Credit Parties hereby acknowledge that the Lenders and their Affiliates may securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans to their Controlled Affiliates, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Moody’s, S&P or one or more other rating agencies. The Credit Parties shall, to the extent commercially reasonable, cooperate with the Lenders and their

97

Affiliates to effect any and all Securitizations. Notwithstanding the foregoing, no such Securitization shall release the Lender party thereto from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Lender as a party hereto and no change in ownership of the Loans may be effected except pursuant to Section 12.06.

SECTION 12.09 Adjustments; Set-off.

(a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.01(h), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans or interest thereon, such Benefited Lender shall (i) notify the Administrative Agent of such fact and (ii) purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant (as to which the provisions of this Section shall not apply).

Notwithstanding the foregoing, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

(b) After the occurrence and during the continuance of an Event of Default, to the extent consented to by Collateral Agent, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower or any other Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by Applicable Law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Agents after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

98

SECTION 12.10 Counterparts. This Agreement and the other Credit Documents may be executed by one or more of the parties thereto on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower, the Collateral Agent and the Administrative Agent. The words “execution,” “signed,” “signature,” and words of like import in or related to this Agreement or any document to be signed in connection with this Agreement and the transactions contemplated hereby 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 or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to the procedures approved by it.

SECTION 12.11 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 12.11, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law), as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

SECTION 12.12 Integration. This Agreement and the other Credit Documents represent the agreement of the Credit Parties, the Agents and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any party hereto or thereto relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

SECTION 12.13 GOVERNING LAW. THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAW PROVISIONS.

SECTION 12.14 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents (unless expressly provided otherwise therein) to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the state of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

99

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the applicable party at its respective address set forth on Schedule 12.02 or on Schedule 1.01(a) or at such other address of which the Agents shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction;

(e) waives, to the maximum extent not prohibited by law, all rights of rescission, setoff, counterclaims, and other defenses in connection with the repayment of the Obligations; and

(f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 12.14 any special, exemplary, punitive or consequential damages.

SECTION 12.15 Service of Process. Any Credit Party that is organized outside of the U.S. shall appoint CT Corporation System, or other agent reasonably acceptable to Agent, for the purpose of accepting service of any process in the U.S.

SECTION 12.16 Acknowledgments. Each Credit Party hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;

(b) neither the Agents nor any Lender has any fiduciary relationship with or duty to the Credit Parties arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between any Agent and Lenders, on one hand, and the Credit Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Credit Parties and the Lenders.

SECTION 12.17 WAIVERS OF JURY TRIAL. EACH OF THE CREDIT PARTIES, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 12.18 Confidentiality. Each Agent and Lender shall hold all information relating to any Credit Party, any Subsidiary or Affiliate of any Credit Party or Permitted Holder obtained in connection with this Agreement or the Credit Documents or in connection with such Lender’s evaluation of whether to become a Lender hereunder (“Confidential Information”) confidential in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking practices; provided that Confidential Information may be disclosed by any Agent or Lender:

(a) as required or requested by any governmental agency or representative thereof with respect to any Agent, Lender or any of their Related Parties (including, without limitation, (i) public disclosures by any such Persons to any self-regulatory authority, such as the National Association of Insurance Commissioners, and as required by the SEC (including for purposes of complying with the filing requirements thereof) or any other governmental or regulatory authority, and (ii) disclosures to any tax authority to the extent reasonably required in connection with the tax affairs of any such Person or its direct or indirect owners, and in connection with the filing of a tax return by such Person or its direct or indirect owners);

100

(b) pursuant to legal process;

(c) in connection with the enforcement of any rights or exercise of any remedies by such Agent or Lender under this Agreement or any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document;

(d) to such Agent’s or Lender’s or their respective Affiliates’ (i) attorneys, professional advisors, independent auditors, funding sources, managed accounts or Affiliates or (ii) respective partners, investors, lenders, directors, officers, employees, agents and representatives;

(e) to any other Agent or Lender;

(f) to any examiner or rating agency; provided that the Person to whom Confidential Information is so disclosed is advised of and has been directed to comply with the provisions of this Section 12.18;

(g) in connection with, in each case, subject to confidentiality obligations substantially similar to this Section 12.18 (or otherwise reasonably approved by the Borrower in writing):

(i) the establishment of any special purpose funding vehicle with respect to the Loans,

(ii) any Securitization permitted under Section 12.08;

(iii) any prospective assignment of, or participation in, its rights and obligations pursuant to Section 12.06, to prospective permitted assignees or Participants, as the case may be;

(iv) any actual or proposed credit facility for loans, letters of credit or other extensions of credit to or for the account of such Agent or Lender or any of its Affiliates, to any Person providing or proposing to provide such loan, letter of credit or other extension of credit or any agent, trustee or representative of such Person; and

(v) to the extent necessary or customary for, inclusion in league table measurements or in any tombstone or other advertising or marketing materials approved by the Borrower (such approval not to be unreasonably withheld, delayed or conditioned);

(h) otherwise to the extent consisting of general portfolio information that does not specifically identify the Credit Parties;

(i) with the consent of the Borrower; or

(j) to the extent that such Confidential Information is or becomes publicly available other than by reason of disclosure by such Agent or Lender in violation of this Agreement.

101

Notwithstanding anything to the contrary in this Agreement or the other Credit Documents, (i) each of the Agents, the Lenders and any Affiliate thereof is hereby expressly permitted by the Credit Parties to refer to any Credit Party and any of their respective Subsidiaries in connection with any customary promotion or marketing approved by the Borrower (such approval not to be unreasonably withheld, delayed or conditioned) undertaken by such Agent, Lender or Affiliate in connection with this Agreement or the other Credit Documents, and, for such purpose, such Agent, Lender or Affiliate may utilize any trade name, trademark, logo or other distinctive symbol associated with such Credit Party or such Subsidiary or any of their businesses, and (ii) with respect to any Agent, Lender or Affiliate thereof that is an investment company subject to the reporting requirements of the Exchange Act and the Investment Company Act, such Person may identify the Borrower, its industry, the type of loans and commitments held by such Person, the value (and valuation methodology) of such Person’s holdings in the Borrower and other required information in accordance with its Exchange Act and/or Investment Company Act reporting practices.

EACH LENDER ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION (AS DEFINED IN THIS SECTION 12.18) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING EACH CREDIT PARTY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING WAIVERS AND AMENDMENTS OR PROPOSED WAIVERS AND AMENDMENTS, FURNISHED BY THE CREDIT PARTIES OR ANY AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE CREDIT PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE CREDIT PARTIES AND THE AGENTS THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 12.19 Press Releases, etc. Each Credit Party will not, and will not permit any of its respective Subsidiaries, directly or indirectly, to publish any press release or other similar public disclosure or announcements (including any marketing materials) regarding this Agreement, the other Credit Documents or the Credit Facility, without the consent of GS, which consent shall not be unreasonably withheld, delayed or conditioned.

SECTION 12.20 Releases of Guarantees and Liens.

(a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 12.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 12.01 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically

102

be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

(c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any guarantee obligations pursuant to this Section 12.20. In each case as specified in this Section 12.20, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or guarantee obligation from the assignment and security interest granted under the Security Documents, in each case, in accordance with the terms of the Credit Documents and this Section 12.20.

SECTION 12.21 USA Patriot Act. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and/or the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act and/or the Beneficial Ownership Regulation. Each Credit Party agrees to provide all such information to the Lenders upon reasonable request by any Agent, whether with respect to any Person who is a Credit Party on the Closing Date or who becomes a Credit Party thereafter.

SECTION 12.22 No Fiduciary Duty. Each Credit Party, on behalf of itself and its Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Credit Parties, their respective Subsidiaries and Affiliates, on the one hand, and the Agents, the Lenders and their respective Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents, the Lenders or their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

SECTION 12.23 Authorized Officers. The execution of any certificate requirement hereunder by an Authorized Officer shall be considered to have been done solely in such Authorized Officer’s capacity as an officer of the applicable Credit Party (and not individually). Notwithstanding anything to the contrary set forth herein, the Secured Parties shall be entitled to rely and act on any certificate, notice or other document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Credit Party and shall have no duty to inquire as to the actual incumbency or authority of such Person.

SECTION 12.24 Currency.

(a) Currency Conversion Procedures for Judgments. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under any other Credit Document in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereby agree, to the fullest extent permitted by Applicable Law, that the rate of exchange used shall be that at which, on the relevant date, in accordance with its normal banking procedures, the Administrative Agent and each Lender could purchase the Original Currency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on which final judgment is given.

103

(b) Indemnity in Certain Events. The obligation of the Borrower in respect of any sum due from the Borrower to any Secured Party hereunder shall, notwithstanding any judgment in any Other Currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that, on the Business Day of receipt (if received by 2:00 p.m. (New York City time), and otherwise on the following Business Day) by any Secured Party of any sum adjudged to be so due in such Other Currency, such Secured Party may, on the relevant date, in accordance with its normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Secured Party in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding such judgment or payment, to indemnify such Secured Party against such loss.

(c) Currency Conversion Procedures Generally. For purposes of determining compliance with any incurrence or expenditure tests or with Dollar-based basket levels set forth in this Agreement, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

SECTION 12.25 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

104

SECTION 12.26 Erroneous Payments.

(a) If the Administrative Agent notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party such Lender (any such Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from an Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within thirty Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received). A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from an Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by an Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by an Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 12.26(b).

(c) Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Credit Document, or otherwise payable or distributable by an Agent to such Lender or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

105

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by Agent for any reason, after demand therefor by Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned to the Administrative Agent its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an approved electronic platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any promissory notes evidencing such Loans to Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured Party under the Credit Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by an Agent from the Borrower or any other Credit Party for the purpose of making a payment or prepayment of the Obligations or from proceeds of Collateral to be applied to the Obligations.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 12.26 shall survive the resignation or replacement of Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.

106

SECTION 12.27 Effect of Amendment and Restatement.

(a) This Agreement shall not constitute a novation of (i) the obligations and liabilities, including the Obligations, under the 2022 Credit Agreement or the other Credit Documents as in effect prior to the Closing Date or (ii) the 2022 Credit Agreement or the other Credit Documents as in effect prior to the Closing Date.

(b) From and after the Closing Date, all references to the “Credit Agreement” (or any similar term in reference to the 2022 Credit Agreement) contained in the Credit Documents shall be deemed to refer to this Agreement.

(c) Nothing herein shall impair or adversely affect the continuation of the liability of the Credit Parties for the obligations or the security interests and Liens heretofore granted, pledged or assigned to the Collateral Agent pursuant to the Credit Documents.

(d) Each Credit Party confirms that the Liens and security interests in the Collateral of the Borrower and the Guarantors granted under the Credit Documents shall not be impaired, extinguished or released hereby and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens and security interests and shall remain in full force and effect, and are hereby ratified and confirmed, as security for the Obligations in favor of the Collateral Agent for the benefit of the Secured Parties.

(e) Each Credit Party hereby (i) ratifies and reaffirms all of its obligations under each of the Credit Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement, each Credit Document to which it is a party shall remain in full force and effect in accordance with the terms thereof and shall not be impaired or limited by the execution and delivery of this Agreement.

— Remainder of Page Intentionally Blank; Signature Pages Follow —

107

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	RUBRIK, INC.
	By:	/s/ Kiran Kumar Choudary
	Name: Kiran Choudary
	Title: Chief Financial Officer

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

ADMINISTRATIVE AGENT AND COLLATERAL AGENT:	GOLDMAN SACHS BDC, INC.
	By:	/s/ Greg Watts
	Name: Greg Watts
	Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

LENDERS:

GOLDMAN SACHS BDC, INC., as a Lender
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II SPV II LLC, as a Lender
By: Goldman Sachs Private Middle Market Credit II LLC, its Designated Manager
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
SENIOR CREDIT FUND (UCR) SPV LLC, as a Lender
By: Senior Credit Fund (UCR) LLC, its Designated Manager
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
GOLDMAN SACHS MIDDLE MARKET LENDING CORP II, as a Lender
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

SENIOR CREDIT FUND (SERIES G) FOREIGN INCOME BLOCKER LLC, as a Lender
By: Senior Credit Fund (Series G) LP, its sole member
By: Goldman Sachs Asset Management, L.P., as Investment Manager
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
INSURANCE PRIVATE CREDIT II LLC, as a Lender
By: Goldman Sachs Asset Management, L.P., as Investment Manager
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
LINCOLN INVESTMENT SOLUTIONS, INC., as a Lender
By: Goldman Sachs Asset Management, L.P., as Investment Advisor
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

GOLDMAN SACHS PRIVATE CREDIT CORP., as a Lender
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
PHILLIP STREET MIDDLE MARKET LENDING INVESTMENTS LLC, as a Lender
By: Goldman Sachs Asset Management, L.P., as Manager
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
PHILLIP STREET MIDDLE MARKET LENDING FUND LLC, as a Lender
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory
WEST STREET NJ PRIVATE CREDIT PARTNERS LP, as a Lender
By: Goldman Sachs Asset Management, L.P., as Investment Manager
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

WEST STREET NJ PRIVATE CREDIT PARTNERS INVESTMENTS, LLC, as a Lender
By: Goldman Sachs Asset Management, L.P., as Manager
By:	/s/ Greg Watts
Name: Greg Watts
Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

OR TECH LENDING LLC, as a Lender
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory
OR TECH LENDING II LLC, as a Lender
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory
OR TECH LENDING IC LLC, as a Lender
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

BLUE OWL TECHNOLOGY FINANCE CORP., as a Lender
By: BLUE OWL TECHNOLOGY CREDIT ADVISORS LLC, its Investment Advisor
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory
BLUE OWL TECHNOLOGY FINANCE CORP. II, as a Lender
By: BLUE OWL TECHNOLOGY CREDIT ADVISORS II LLC, its Investment Advisor
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory
BLUE OWL TECHNOLOGY INCOME CORP., as a Lender
By: BLUE OWL TECHNOLOGY CREDIT ADVISORS II LLC, its Investment Advisor
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory
TECH INCOME FUNDING I LLC, as a Lender
By: BLUE OWL TECHNOLOGY INCOME CORP., its Member
By: BLUE OWL TECHNOLOGY CREDIT ADVISORS II LLC, its Investment Advisor
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

ATHENA FUNDING I LLC, as a Lender
By: BLUE OWL TECHNOLOGY FINANCE CORP. II, its Sole Member
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory
ATHENA FUNDING II LLC, as a Lender
By: BLUE OWL TECHNOLOGY FINANCE CORP. II, its Sole Member
By:	/s/ Jon ten Oever
Name: Jon ten Oever
Title: Authorized Signatory

[Signature Page to Amended and Restated Credit Agreement (Rubrik)]

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Name	Jurisdiction of Organization
Rubrik India Private Limited	India
Rubrik Netherlands BV	Netherlands
Rubrik UK Limited	United Kingdom