GOPRO, INC. Shares of Class A Common Stock Underwriting AgreementGoPro, Inc. • November 17th, 2014 • Photographic equipment & supplies • New York
GoPro, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [ ] shares of Class A Common Stock, par value $ 0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, severally and not jointly, to the several Underwriters an aggregate of [ ] shares of Class A Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, certain of the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of Class A Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the
Dealer] [Dealer Address]GoPro, Inc. • November 24th, 2020 • Photographic equipment & supplies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and GoPro, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • GoPro, Inc. • Photographic equipment & supplies • California
(continued) Page 4.3. Governmental Consents <96> 99 4.4. Binding Obligations; Perfected Liens <96> 99 4.5. Title to Assets; No Encumbrances <96> 100 4.6. Litigation <97> 100 4.7. Compliance with Laws <97> 100 4.8. No Material Adverse Effect <97> 100 4.9. Solvency <97> 101 4.10. Employee Benefits <97> 101 4.11. Environmental Condition <98> 101 4.12. Complete Disclosure <98> 101 4.13. Patriot Act <98> 102 4.14. Indebtedness <99> 102 4.15. Payment of Taxes <99> 102 4.16. Margin Stock <99> 103 4.17. Governmental Regulation <99> 103 4.18. OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws <99> 103 4.19. Employee and Labor Matters <100> 103 4.20. Material Contracts <100> 104 4.21. Leases <100> 104 4.22. Eligible Accounts and Eligible Credit Card Receivables <101> 104 4.23. Eligible Inventory <101> 104 4.24. Credit Card Arrangements <101> 104 4.25. Location of Inventory <101> 105 4.26. Inventory Records <101> 105 4.27. Convertible Debt Documents <101> 105 4.28. Immaterial Subsi
INDEMNITY AGREEMENTIndemnity Agreement • May 19th, 2014 • GoPro, Inc. • Photographic equipment & supplies • Delaware
This Indemnity Agreement, dated as of , 20 is made by and between , a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
J.P. Morgan CREDIT AGREEMENT dated as of December 21, 2012 among WOODMAN LABS, INC., D/B/A GOPRO The Guarantors Party Hereto The Lenders Party Hereto with CITIBANK, N.A. and BARCLAYS BANK PLC, As Co-Syndication Agents, SILICON VALLEY BANK As...Credit Agreement • March 14th, 2014 • GoPro, Inc. • Photographic equipment & supplies • New York
CREDIT AGREEMENT dated as of December 21, 2012, among WOODMAN LABS, INC., D/B/A GOPRO, a Delaware corporation; the GUARANTORS party hereto; the LENDERS party hereto; and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
Dealer] [Dealer Address]Letter Agreement • November 24th, 2020 • GoPro, Inc. • Photographic equipment & supplies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and GoPro, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...And Supply Agreement • May 9th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
This Design, Manufacturing and Supply Agreement (this “Agreement”) is made as of August 18, 2011 (the “Effective Date”), by and between Woodman Labs, Inc. (d/b/a GoPro), a California corporation with offices at 2450 Cabrillo Highway South, Suite 250, Half Moon Bay, California 94109 USA (“Customer”), and Chicony Electronics Co. Ltd., a Taiwan corporation with offices at No.25, Wu-Gong 6th Rd., Wu Ku Industrial Park, New Taipei City, R.O.C. (“Manufacturer”). Customer and Manufacturer are each referred to as a “Party” and are collectively referred to as the “Parties.”
WOODMAN LABS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 19th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
This Investors’ Rights Agreement (this “Agreement”) is made as of February 25, 2011, by and among Woodman Labs, Inc. (d/b/a GoPro), a California corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”).
OFFICE LEASE AGREEMENT BETWEEN LOCON SAN MATEO, LLC, a Delaware limited liability company (“LANDLORD”) AND WOODMAN LABS, INC., a California corporation (“TENANT”)Office Lease Agreement • March 14th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of November 1, 2011, by and between LOCON SAN MATEO, LLC, a Delaware limited liability company (“Landlord”) and WOODMAN LABS, INC., a California corporation (“Tenant”).
AMENDED AND RESTATED CHANGE IN CONTROL AND OTHER SEVERANCE AGREEMENTControl and Other Severance Agreement • June 11th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
This Amended and Restated Change in Control and Other Severance Agreement (“Agreement”) is entered into as of June 8, 2014 (the “Effective Date”) by and between Jack Lazar (the “Executive”) and GOPRO, INC., a Delaware corporation (the “Company”) and amends and restates in its entirety the Severance Agreement between the Company and Executive, dated January 17, 2014.
CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • May 19th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
This Change in Control Severance Agreement is entered into as of [date] (the “Effective Date”) by and between [Name] (the “Executive”) and WOODMAN LABS, INC., a Delaware corporation (the “Company”).
WAIVER AGREEMENTWaiver Agreement • April 16th, 2020 • GoPro, Inc. • Photographic equipment & supplies • California
This WAIVER AGREEMENT (this “Waiver Agreement”) is effective as of April 14, 2020 (the “Effective Date”), by and between GoPro, Inc., a Delaware corporation (the “Company”) and Nicholas Woodman, Chief Executive Officer of the Company (“you”) with respect to the following facts:
NINTH AMENDMENT TO LEASELease • February 16th, 2017 • GoPro, Inc. • Photographic equipment & supplies
THIS NINTH AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of August 3, 2016, by and between RAR2-CLEARVIEW BUSINESS PARK OWNER, LLC, a Delaware limited liability company (“Landlord”), and GOPRO, INC., a Delaware corporation (“Tenant”).
TENTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • May 10th, 2019 • GoPro, Inc. • Photographic equipment & supplies
This Tenth Amendment to Office Lease Agreement (this "Tenth Amendment") is made and entered into as of April 30, 2019 ("Tenth Amendment Effective Date"), by and between HG CLEARVIEW OWNER LLC, a Delaware limited liability company ("Landlord"), and GOPRO, INC., a Delaware corporation ("Tenant").
AMENDMENT NO. 1 dated as of June 28, 2019 (this “Agreement”), to the Credit Agreement dated as of March 25, 2016, as amended by Consent to Credit Agreement dated as of July 19, 2018 (as so amended, the “Existing Credit Agreement”), among GOPRO, INC.,...Credit Agreement • February 14th, 2020 • GoPro, Inc. • Photographic equipment & supplies • New York
TRANSITION INCENTIVE AGREEMENTTransition Incentive Agreement • February 16th, 2018 • GoPro, Inc. • Photographic equipment & supplies • California
This Transition Incentive Agreement (this “Agreement”) is entered into as of January 4, 2018 (the “Effective Date”), by and between SHARON ZEZIMA (the “Executive”) and GOPRO, INC., a Delaware corporation (the “Company”).
SUBLEASESublease • February 11th, 2022 • GoPro, Inc. • Photographic equipment & supplies
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of September 14, 2021, and is made by and between GOPRO, INC., a Delaware corporation (“Sublandlord”), and SKYDIO, INC., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant hereby agree as follows:
CREDIT AGREEMENTCredit Agreement • May 19th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of December 27, 2011, by and between WOODMAN LABS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
January 4, 2018 To: Charles “CJ” Prober Re: Terms of Separation Dear CJ:Confidentiality Agreement • February 16th, 2018 • GoPro, Inc. • Photographic equipment & supplies • California
This letter confirms the agreement (“Agreement”) between you and GoPro, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
CREDIT AGREEMENTdated as ofMarch 25, 2016,amongGOPRO, INC.,GOPRO COÖPERATIEF U.A.,The LENDERS Party HeretoandJPMORGAN CHASE BANK, N.A.,as Administrative Agent___________________________WELLS FARGO BANK, NATIONAL ASSOCIATION,as Syndication...Global Intercompany Consent Agreement • May 6th, 2016 • GoPro, Inc. • Photographic equipment & supplies • New York
CREDIT AGREEMENT dated as of March 25, 2016, among GOPRO, INC., a Delaware corporation, GOPRO COÖPERATIEF U.A., a Dutch cooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, and registered with the trade register in the Netherlands under number 61391743, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT NO. 2 dated as of September 27, 2019 (this “Agreement”), to the Credit Agreement dated as of March 25, 2016, as amended by Consent to Credit Agreement dated as of July 19, 2018 and by Amendment No. 1 to the Credit Agreement dated as of June...Credit Agreement • February 14th, 2020 • GoPro, Inc. • Photographic equipment & supplies • New York
April 6, 2017GoPro, Inc. • April 7th, 2017 • Photographic equipment & supplies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and GoPro, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Amendment to Agreement to Contribute Stock dated December 28, 2011Contribution Agreement • July 22nd, 2015 • GoPro, Inc. • Photographic equipment & supplies • California
This Amendment to Agreement to Contribute Stock dated December 28, 2011 (this “Amendment”) is made as of May 11, 2015, by and between GoPro, Inc., a Delaware corporation (f/k/a Woodman Labs, Inc., the “Company”), Nicholas Woodman (“Woodman”) and the Woodman Family Trust under Trust Agreement dated March 11, 2011 (the “Trust”), and amends that certain letter agreement entitled “Agreement to Contribute Stock” dated December 28, 2011, by and between the Company, Woodman and the Trust (the “Contribution Letter Agreement”) as set forth herein. All references to capital stock in this Amendment reflect the 3:1 forward split of the Company’s capital stock in July 2012 and the reclassification of the Company’s Common Stock into Class B Common Stock in June 2014.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 7th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
This Change in Control Severance Agreement (“Agreement”) is entered into as of January 17, 2014 (to become effective upon Executive’s date of hire with the Company, such hire date being the “Effective Date”) by and between Jack Lazar (the “Executive”) and WOODMAN LABS, INC., a Delaware corporation (the “Company”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • December 20th, 2016 • GoPro, Inc. • Photographic equipment & supplies • California
WHEREAS, Executive has agreed to enter into a release of claims in favor of the Company upon certain events specified in an offer letter by and between Company and Executive, as amended (the “Offer Letter”).
EIGHTH AMENDMENT TO LEASELease • February 16th, 2017 • GoPro, Inc. • Photographic equipment & supplies
THIS EIGHTH AMENDMENT (this “Amendment”) is made and entered into as of February 24, 2016, by and between RAR2-CLEARVIEW BUSINESS PARK OWNER, LLC, a Delaware limited liability company (“Landlord”), and GOPRO, INC., a Delaware corporation (“Tenant”).
December 28, 2011Contribution Agreement • May 19th, 2014 • GoPro, Inc. • Photographic equipment & supplies • California
Reference is made to (a) that certain letter agreement entitled Agreements with Respect to Compensation (“Dana Letter Agreement”), of even date herewith, by and between Nicholas Woodman (“Woodman”) and Neil Dana (“Dana”) and (b) that certain Stock Option Agreement, dated June 28, 2011 (the “Option Agreement”), by and between Woodman Labs, Inc. (the “Company”) and Dana, pursuant to which Dana was granted an option to purchase 2,194,809 shares of the Company’s Common Stock (the “Shares”).
WAIVER AGREEMENTWaiver Agreement • February 16th, 2018 • GoPro, Inc. • Photographic equipment & supplies
This WAIVER AGREEMENT (this “Waiver”) is effective as of January 1, 2018 (the “Effective Date”), by and between GoPro, Inc., a Delaware corporation (the “Company”) and Nicholas Woodman, Chief Executive Officer of the Company (“you”) with respect to the following facts:
SEVENTH AMENDMENTOffice Lease Agreement • February 29th, 2016 • GoPro, Inc. • Photographic equipment & supplies
23, 2015, by and between RAR2-CLEARVIEW BUSINESS PARK OWNER, LLC, a Delaware limited liability company ("Landlord"), and GOPRO, INC., a Delaware corporation ("Tenant").
FIRST AMENDMENTFirst Amendment • August 4th, 2017 • GoPro, Inc. • Photographic equipment & supplies
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of August 12, 2016, by and between RAR2-CLEARVIEW BUSINESS PARK OWNER, LLC, a Delaware limited liability company (“Landlord”), and GOPRO, INC., a Delaware corporation (“Tenant”).
