Fitbit Inc Sample Contracts

—] Shares FITBIT, INC. CLASS A COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2015 • Fitbit Inc • Electronic computers • New York
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] Shares FITBIT, INC. CLASS A COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • November 9th, 2015 • Fitbit Inc • Electronic computers • New York
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AGREEMENT AND PLAN OF MERGER by and among
Agreement and Plan of Merger • November 1st, 2019 • Fitbit, Inc. • Electronic computers • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2019, is entered into by and among Fitbit, Inc., a Delaware corporation (the “Company”), Google LLC, a Delaware limited liability company (“Parent”), and Magnoliophyta Inc., a Delaware corporation and a wholly owned Subsidiary (as defined below) of Parent (“Merger Sub”).

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Contract
Fitbit Inc • March 3rd, 2015 • Electronic & other electrical equipment (no computer equip) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 5th, 2017 • Fitbit Inc • Electronic computers • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 10, 2015, is entered into by and among (a) FITBIT, INC., a Delaware corporation (the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement, (c) SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, (d) SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), (e) SUNTRUST BANK, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), and (f) SVB and SUNTRUST ROBINSON HUMPHREY, INC., as co-lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”).

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250,000,000 SENIOR SECURED CREDIT FACILITIES SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 10, 2015 among FITBIT, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, SILICON VALLEY BANK, as Administrative...
Guarantee and Collateral Agreement • December 15th, 2015 • Fitbit Inc • Electronic computers • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 10, 2015, is entered into by and among (a) FITBIT, INC., a Delaware corporation (the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement, (c) SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, (d) SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), (e) SUNTRUST BANK, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), and (f) SVB and SUNTRUST ROBINSON HUMPHREY, INC., as co-lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”).

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REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of August 13, 2014 among FITBIT, INC., The Guarantors Party Hereto, The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR...
Counterpart Agreement • May 4th, 2015 • Fitbit Inc • Electronic computers • New York

The Borrower has caused this Interest Election Request to be executed and delivered by its duly authorized officer as of the date first written above.

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INDEMNIFICATION AGREEMENT
Agreement • May 7th, 2015 • Fitbit Inc • Electronic computers • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of [—], between FitBit, Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).

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Contract
Fitbit Inc • May 7th, 2015 • Electronic computers • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWSOR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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Flextronics Manufacturing Services Agreement
Services Agreement • May 21st, 2015 • Fitbit Inc • Electronic computers • California

This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 19th day of March, 2015 (the “Effective Date”) by and between, on the one hand Fitbit International Limited, a company organized under the laws of Ireland, with an address of 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (“Customer”) and for purposes of Section 1.3 only, Fitbit, Inc., a company organized under the laws of the State of Delaware, with an address of 405 Howard Street, Suite 550, San Francisco, California 94105 (“Fitbit”), and, on the other hand, Flextronics Sales & Marketing (A-P) Ltd., a company organized under the laws of Mauritius, having an address of Suite 802, St. James Court, St. Denis Street, Port Louis, Mauritius (“Flextronics”).

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FIRST AMENDMENT TO OFFICE SUBLEASE
Office Sublease • August 6th, 2018 • Fitbit Inc • Electronic computers

THIS FIRST AMENDMENT TO OFFICE SUBLEASE (this “Amendment”) is entered into as of May 30, 2018 (the “Amendment Effective Date”), by and between CHARLES SCHWAB & CO., INC., a California corporation (“Sublandlord”), and FITBIT, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:

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RETENTION AGREEMENT
Retention Agreement • June 6th, 2018 • Fitbit Inc • Electronic computers • California

This Retention Agreement (the “Agreement”) is entered into as of June 15, 2015 (the “Effective Date”) by and between Ron Kisling (the “Executive”) and Fitbit, Inc., a Delaware corporation (the “Company”).

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THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT'), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE...
Fitbit Inc • November 6th, 2017 • Electronic computers • California

account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

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OFFICE LEASE BY AND BETWEEN 405 HOWARD, LLC AND FITBIT, INC. Date: September 30, 2013
Office Lease • May 7th, 2015 • Fitbit Inc • Electronic computers • California
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Fitbit Confidential March 31, 2017 Edward Scal 2969 Lake Street San Francisco, CA 94121 Re: Terms of Separation Dear Woody: This letter confirms the agreement (“Agreement”) between you and Fitbit, Inc. (the “Company”) concerning the terms of your...
Fitbit Inc • May 4th, 2017 • Electronic computers • California
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REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of August 13, 2014 among FITBIT, INC., The Guarantors Party Hereto, The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR...
Assignment and Assumption • March 3rd, 2015 • Fitbit Inc • Electronic & other electrical equipment (no computer equip) • New York

The Borrower has caused this Interest Election Request to be executed and delivered by its duly authorized officer as of the date first written above.

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RETENTION AGREEMENT
Retention Agreement • May 21st, 2015 • Fitbit Inc • Electronic computers • California

This Retention Agreement (the “Agreement”) is entered into as of , 2015 (the “Effective Date”) by and between (the “Executive”) and FitBit, Inc., a Delaware corporation (the “Company”).

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OFFICE LEASE
Office Lease • August 7th, 2015 • Fitbit Inc • Electronic computers
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FITBIT, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 6, 2013
Investors’ Rights Agreement • May 7th, 2015 • Fitbit Inc • Electronic computers • Delaware

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of June, 2013, by and among FITBIT, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”, and James Park and Eric Friedman (the “Key Holders”).

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Contract
Warrant to Purchase Stock • March 3rd, 2015 • Fitbit Inc • Electronic & other electrical equipment (no computer equip) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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Contract
Letter Agreement • June 20th, 2018 • Fitbit Inc • Electronic computers • Delaware
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