De Kuneoinst PC 801 K StReer, Surre 2100 SACRAMENTO, CALIFORNIA 95814 ° c= Gregor A. Hensrude, Bar No. 226660 F D Lindsey N. Casillas, Bar No. 269688 KLINEDINST PC ALAMEDA COUNTY 801 K Street, Suite 2100 Sunt done! Secret, Caio 25814 oo N14 209 (916) 444-7573/F AX (916) 444-7544 F THE ghensrude@klinedinstiaw.com ». SUPERIOR CouR Ieasillas@Klinedinstlaw.com 5 Attomeys for Plaintiffs KEVIN BAXTER; KEN FISHER and FRED HOLMES SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF ALAMEDA KEVIN BAXTER, an individual; KEN Case No, HG17881440 FISHER, an individual; and FRED HOLMES, an individual, {PROPOSED} THIRD AMENDED COMPLAINT Plaintiffs, Dept: a5 y. Judge: Ronni MacLaren Complaint Filed: November 6, 2017 SHOTSPOTTER, INC., d/b/a/ SST, a ‘Trial Date: ‘None set Delaware corporation, and DOES 1 through 10 BY FAX Defendant. Plaintiffs Kevin Baxter, Ken Fisher, and Fred Holmes (collectively “Plaintiffs” or “Inventors”), allege as follows: : INTRODUCTION 1. Plaintiffs bring this action in connection with the Inventors’ development of innovative gunfire detection and locator technology. Plaintiffs were to help SpotShotter build “Exit Valuation” in the event the company went publi, and in exchange, ShotSpotter promised to deliver a number of stock shares when optionally called for by the Inventors. The Inventors have fully performed their obligations by creating thirteen new patent applications, and securing nine fully issued United States Patents, all to the benefit of ShotSpotter and helped ShotSpotter build over $150,000,000 dollars of “Exit Valuation”. Defendant Shotspotter has breached its< KLUNEDINST PC ‘801 K Street, Sure 2100 SACRANENTO, CALIFORNIA 95814 duties to deliver stock shares in exchange for the Inventors creation of a portfolio of United States Patents for the benefit of Defendant. PARTIES 2. Inventor and Plaintiff Kevin Baxter (“Mr. Baxter”) is an individual who for all relevant times has been a resident of Los Angeles County, California, 3. Inventor and Plaintiff Ken Fisher (“Mr. Fisher”) is an individual who for all relevant times has been a resident of Los Angeles County, California. 4. Inventor and Plaintiff Fred Holmes (“Mr. Holmes”) is an individual who has resided in Plano, Texas since the year 2014, Prior to being a resident of Texas, Mr. Holmes was a resident of the State of Oklahoma, residing in Pawnee County, For all relevant times, Mr. Holmes has been a resident of either the State of Texas or the State of Oklahoma. 5. Defendant ShotSpotter, Inc., d/b/a SST, a/k/a Shotspotter, Inc. (“ShotSpotter”) is a Delaware corporation with its principal place of business in Newark, California. 6. Plaintiffs are ignorant of the true names and capacities of defendants sued herein as DOES 1-10, inclusive, and therefore sues these defendants by such fictitious names. Plaintiffs will amend this Third Amended Complaint to allege their true names and capacities when ascertained, Plaintiffs are informed and believe that DOES | through 10 are responsible in some ‘manner for the occurrences alleged herein and that Plaintiffs’ damages were caused thereby. 7. Defendants ShotSpotter and DOES 1 through 10, and each of them acted at all relevant times, with the knowledge, consent and permission of the other Defendants. JURISDICTION AND VENUE 8. The amount in controversy is in the millions of dollars, and thus within the jurisdiction of this Court. 9. Venue in the Superior Court of Alameda County is proper inthis case. Defendant SpotShotter is headquartered in Alameda County, State of California, as its principle place of business. The acts and conduct that form the base of Inventors’ causes of action occurred in Alameda County, State of California. MWKuneomst PC 801 K Street, Sure 2100 ‘SACRAMENTO, CALIFORNIA 95814 FACTUAL ALLEGATIONS 10. Plaintiffs, Kevin Baxter, Ken Fisher, and Fred Holmes are accomplished inventors. Kevin Baxter and Kevin Fisher have each filed over 40 patent applications. Fred Holmes has filed over 20 patent applications. Their inventions of gunshot detection technology have helped police departments and cities across the world. 11. InMay of 2007, ShotSpotter sought to expand their patent portfolio in order to “limit competitor interference,” and add “additional Exit Valuation,” to allow the company to. go public. Ex. 1. In order to achieve their objectives, the CEO of ShotSpotter, James Beldock, reached out to Plaintiffs Kevin Baxter, Ken Fisher, and Fred Holmes (“the Inventors”) for their help, Mr, Beldock reached out to the Inventors with a proposal in which the Inventors would invent new technology and secure patents for ShotSpotter and in return for their work and inventions, ShotSpotter would compensate them with stock options that could be quite valuable in the event the plan worked and Shotspotter went public. Ifthe plan worked, both Shotspotter and Inventors would benefit significantly. 12. Negotiations began soon after. On May 30, 2007, the Inventors gave a presentation of their innovative gunfire technology systems that could be patented and assigned to ShotSpotter. Ex. 1. ShotSpotter was so impressed by the Inventors presentation that on June 16, 2007, the CEO e-mailed Mr. Fisher to discuss compensation for the patents they were to obtain for ShotSpotter and the Board of Directors approved a budget and it was “time to talk turkey.” Ex. 2. 13, Further illustrating the aggressive nature of ShotSpotter and their desire to obtain the most innovative and unique technology before other competitors, the CEO of ShotSpotter again e-mailed the Inventors on June 21, 2007, to tell them their patent “funting license” had been approved by the Board of Directors. Ex. 3. 14, On June 26, 2007, the first draft of the Term Agreement was sent to the Inventors. Ex.4, . 15, The first draft of the Term Agreement included the “New Patent Project Term Sheet” (for discussion only) and ShotSpotter’s Standard Independent Contractor Agreement. TheKuneoinst PC 801 K Street, Surre 2100 SACRAMENTO, CALIFORNIA 95814 first draft ofthe Term Agreement, for discussion only, was sent to the inventors five days later. Ex. 4, 16. With negotiations still ongoing, on July 6, 2007, the CEO of ShotSpotter sent another e-mail to the Inventors which states, in part, “ball in my court on revising Kevin's shopping list and their court to review the consulting agreement.” Ex. 5. 17. Two days later, the Inventors were sent proposed final contracts, which included the Proposed Final Term Agreement and the Standard ShotSpotter Consulting Agreement. Ex. 6. 18. Notably, Mr. Beldock, in an e-mail to the Inventors with Scott Manderville and Steve Busby CCed, stated that, “based on your feedback, we increased the compensation on the ‘two highest priority items to reflect your comment that (for example) BFT was more valuable than expansion. Thus, despite the fact that they were part of the Centurist portfolio, I am proposing to treat them as “net new patents” for compensation purposes—~i.., in order to make it worth your while to work on them.” The proposed final term agreement's primary objective was to “provide incentive for KKF (Ken Fisher, Kevin Baxter, Fred Holmes) for substantial work on the ShotSpotter patent portfolio.” Ex. 6. Significantly, the “governing agreement” was to be the “Standard ShotSpotter Consulting agreement as amended / modified.” 19, Then on July 11, 2007, the Inventors received an e-mail from the Administrative Assistant to the ShotSpotter CEO stating that Mr. Beldock (ShotSpotter CEO) would like to talk the following day “in regards to finalizing the compensation plan.” Ex. 7. 20. Finally, on July 25, 2007, the parties signed the final Term Agreement. Ex. 8. 21. As was consistent with earlier drafts of the Term Agreement, the final executed ‘Term Agreement expressly incorporated by reference the Shotspotter Standard Consulting Agreement as the governing agreement. Ex. 8. Neither the Term Agreement nor the ShotSpotter Standard Consulting Agreement mentioned the 2005 Stock Option Plan. At no time were any other documents incorporated in to the agreement between the Inventors and ShotSpotter. 22. Importantly, the Term Agreement expressly states that that “this document shall constitute authorization to begin work immediately and shall bind Shotspotter to the payment as above described.” Ex. 8.Kuneoinst PG 801 K Street, Surre 2100 SACRAMENTO, CALIFORNIA 95814 23, The final Term Agreement included a “Compensation” section, whereby the Defendant promised to pay the Inventors 25,000 stock options for “Expansion Patents” and 50,000 stock options for “Net New Patents.” The Standard Shotspotter Consulting Agreement ‘was to be the “governing agreement,” as amended or modified, No modifications or amendments were made. Significantly, at no point in the Term Agreement or the Standard Shotspotter Consulting Agreement did either document state that the Inventors’ stock options were subject to reverse splits. Neither the Term Agreement nor the Standard Shotspotter Consulting Agreement stated that the Inventors’ stock options, or compensation for work performed, was subject to expiration. No modification of the stock options was agreed to at any point thereafter. 24. Additionally, as CEO, Mr. Beldock confirmed that a deal was in place with the inventors to the entire Executive Team and Patent Team. Ex. 1. A. Inventors obtain nine new patents, out of 13 applications, for ShotSpotter 25, The inventors began working on securing patents for Shotspotter, based on the Inventors technology, immediately. Plaintiffs filed thirteen (13) new patent applications, nine (9) of which were approved by the United States Patent and Trademark Office (“USPTO”). Exs. 9- 31. In reliance upon the representations made above, the Inventors assigned all rights of the aforementioned patents to ShotSpotter. Ex. 23-31. 26. On October 24, 2007, the Inventors filed United States Patent Application No. 11/923,636, which issued in 2010 as United States Patent No. 7,688,679. Ex. 11, 35. 27. — On October 26, 2006, the Inventors filed another patent application with the USPTO, under Patent No. 11/925,747. This application was pending for over six years until the patent application was “abandoned” on November 20, 2013. Ex. 9. 28. On October 30, 2007, the Inventors filed yet another US Patent Application under Patent Application No, 11/981,757, which issues in 2010 under United States Patent No. 7,155,495. Exs. 18, 29. 29. Additionally, on October 30, 2007, the Inventors filed six (6) other patent applications. The United States Patent Application Nos. are as followed: 11/927,696 (Ex. 13), 11/930,072 (Ex. 14), 11/981,619 (Ex. 20), 11/981,697 (Ex. 16), 11/981,710 (Ex. 22), andKunepinst PC ‘801 K Street, Surre 2100. SACRAMENTO, CALIFORNIA 95814 11/981,827 ( Ex. 19). Oftthe six (6) additional application filed on October 30, 2007, four were granted patents. The first was granted on September 8, 2009 under US Patent No. 7,586.812. Ex. 23. The second was granted on May 4, 2010 under US Patent No. 7,710,278. Ex. 26. The third ‘was granted on May 18, 2010 under US Patent No. 7,719,428, Ex. 27. The final patent of this bunch was granted on November 22, 2011 under US Patent No. 8,8063,773. Ex. 31. 30. The very next day, on October 31, 2007, the Inventors filed their tenth patent application in nine days for Shotspotter under Patent Application No. 11/982,421, which issued ‘on October 13, 2009 as United States Patent No. 7,602,239. Exs. 20, 24. 31. Less than a year later, the Inventors filed yet another patent application for Shotspotter under US Patent Application No. 12/202,269, which issued on July 6, 2010 under Patent No. 7,751,282. Exs. 21, 38. 32. Then, on February 11, 2010, which, consequently, is after the date Shotspotter claims the Inventors stopped consulting for them, the Inventors filed United States Patent Application No. 12/658,771, Ex. 22. 33. At no point during their work did anyone at ShotSpotter tell them to stop, or that they would not get stock options, or that their work was not authorized. At no point did anyone at ShotSpotter intimate that any work was dependent on the 2005 Stock Option Plan. Indeed, nobody mentioned such a thing and Inventors were unaware of it. 34. Not knowing that ShotSpotter would ultimately refuse the compensation that had been agreed upon, the Inventors assigned all rights of the aforementioned patents to ShotSpotter. Ex. 23-31. 35. In further contrast to ShotSpotter’s claims that the Inventors ceased consulting for ShotSpotter in 2009, Doug McFarlin sent an e-mail to the Inventors on July 28, 2011 regarding their patent application for “blue force tracking,” The patent application “added Scott as one of the inventors and assign{ed] the rights of the invention to Shotspotter.” B. _Inyentors’ validly exercise their stock options 36. While the Inventors were hard at work securing patents for ShotSpotter, ShotSpotter sent an interim accounting of the number of options on October 30, 2008. Ex. 32.Kuneoinst PC 801 K Street, Surre 2100 SACRAMENTO, CALIFORNIA 95814 ‘This interim accounting showed that for the 11 patents applied for with the USPTO, the Inventors eared 110,000 stock options, or 36,666.67 per inventor. Specifically, Sonya Strickler, stated “we granted each of you 36,666 options to purchase Shotspotter stock in accordance with the 7/07 patent term sheet.” Again, the 2005 Stock Option Plan is not mentioned at any point in the Term Agreement or the Shotspotter Standard Consulting Agreement. Moreover, that same day, James Beldock, the CEO of Shotspotter, stated that the compensation of 36,666 options to purchase stock were “the *filing* portion. The issuance portion will come, obviously, when they issue.” Ex. 38. Both e-mails confirm that the stock option issuance to the Inventors was based on. the Term Agreement and its incorporated documents, neither of which included or incorporated in any way the 2005 Stock Plan. 37. The Inventors’ work was a success—ShotSpotter went public on June 7, 2017 (and did not disclose these options). In accordance with the plan, on June 26, 2017, Mr. Fisher e- mailed Sonya Strickler to confirm his exact stock and stock option holdings in Shotspotter, Inc. Ex. 34. 38. Then, on June 28, 2017, Sonya Stricker, Shotspotter’s Vice President of Finance and Controller, informed Mr. Fisher that he only held 432 options that he could exercise at the price $16.15. She specifically told him that “the options will (] be available to view on the Computershare site, but those won't get populated for a few more weeks.” Ex. 34. At no point did she inform Mr. Fisher that he no longer bad any options to exercise. On that day, Shotspotter common stock could be purchased by any member of the public at a closing price of $13.85 per share, about $2.30/share Jess than Mr. Fisher’s purported option strike price. 39. On July 12, 2017, Sonya Strickler sent more correspondence to Mr. Fisher stating that all “stock options were granted by our board of directors under our stock option plan. That is the only way we grant stock options, and all options, whether employee or non-employee, were granted under the plan.” Ex. 35. Again, at no point did she mention that Mr. Fisher did not have any stock options to exercise, Moreover, the stock options granted to the Inventors were not granted via the 2005 stock option plan. 40. On July 20, 2017, the Inventors exercised a portion of their stock options byKuweownst PC 801 K Street, Sure 2100 SACRAMENTO, CALIFORNIA 95814 aun w exercising 75,000 stock options in accordance with their Term Agreement. Ex. 36. Ina letter to ShotSpotter, and Alan Stewart (CFO of ShotSpotter) the Inventors formally called in a portion of their options and tendered cash payment for the agreed-upon strike price of nineteen cents ($.19) per share. 41. However, on August 2, 2017, ShotSpotter changed its position a second time, and now rejected the Inventors’ valid exercise of their stock option on the basis that all options “expired unexercised.” Ex. 37. While ShotSpotter claims that the term sheet did not represent an option agreement “in and of itself” and that it instead “set forth an intention of the parties for ShotSpotter to grant option in the future," ShotSpotter , in 2008, specifically told the Inventors that the options they had been granted so far was “in accordance with the 7/07 patent term sheet.” Ex. 32. The Defendant admitted that the term sheet did, infact, operate as an option agreement and distributed stock options to the Inventors in accordance with it. Moreover, ShotSpotter claims that the Inventors ceased performing services for the company no later than January of 2009. However, the Inventors were performing services for ShotSpotter by filing a patent application with the USPTO in February of 2010. Ex. 22. 42. The Inventors, Kevin Baxter, Ken Fisher, and Fred Holmes, filed their first complaint against ShotSpotter on November 6, 2017. CAUSES OF ACTION FIRST CAUSE OF ACTION (Breach of Contract as to All Defendants) 43. Plaintiffs hereby incorporate by reference paragraphs | through 42 of this Third Amended Complaint as fully set forth herein. 44, ‘The Plaintiffs signed their Term Agreement which incorporated the Shotspotter Standard Consulting Agreement on July 25, 2007. Ex. 12. The Term Agreement operated as the contract between the two parties, and it specifically bound Shotspotter to the payment “described above for work as defined.” 45. Plaintiffs performed work defined in the Term Agreement, which resulted in 13 patent applications filed with the USPTO and 9 patents issued. Exs. 14-36.Kuneowst PC 801 K Street, Surre 2100 SACRAMENTO, CALIFORNIA 95814 46. — Defendants ShotSpotter and DOES | through 10, breached the contract with the Plaintiffs on August 2, 2017, when they rejected the Plaintiffs valid attempts to exercise their stock options. More specifically, the terms of the 2005 Stock Plan was not a basis of the bargain between the Plaintiffs and the Defendants ShotSpotter and DOES | through 10. Rejecting the valid exercise of the stock options was a breach of contract. 417. Additionally, Defendants ShotSpotter and DOES 1 through 10, breached the contract by ostensibly diluting Plaintiffs stock options without Plaintiffs’ knowledge or consent, ‘The Term Agreement does not state that the options are subject to a “reverse split” or any other type of change. 48. Defendants ShotSpotter and DOES | through 10, multiple breaches of the contract between itself and the Plaintiffs resulted in damage to the Plaintiffs, namely the ability to execute on the stock options at the agreed-upon price, SECOND CAUSE OF ACTION Greach of the Covenant of Good Faith and Fair Dealing as to All Defendants) 49. Plaintiffs hereby incorporate by reference paragraphs 1 through 48 of this Complaint as it fully set forth herein. 50. Defendants ShotSpotter and DOES 1 through 10, breached the implied covenant of good faith and fair dealing when they rejected Plaintiffs’ valid exercise of their stock options. 51. _. Defendants ShotSpotter and DOES 1 through 10, breached the implied covenant of good faith and fair dealing when they diluted Plaintiffs stock options, in direct contrast with the tetms of the agreement. 52. Because Defendants ShotSpotter and DOES 1 through 10, breached the implied covenant of good faith and fair dealing, they injured Plaintiffs right to receive their benefits for performance under the Term Agreement. THIRD CAUSE OF ACTION (Conversion as to All Defendants) 53. Plaintiffs hereby incorporate by reference paragraphs 1 through 52 of this Complaint as it fully set forth herein,Kuneoinst PC 801 K Staeer, Surre 2100 SACRAMENTO, CALIFORNIA 95814 au ew 54, It is "well settled in California that shares of corporate stock are subject to an action in conversion” and "it is not necessary that possession of the certificate evidencing title be disturbed." Instead, itis sufficient that there is interference with the owner's "free and ‘unhampered right to dispose of property without limitations imposed by strangers to the title” ‘Mears v. Crocker First Nat, Bank (1948) 84 Cal.App.2d 637, 644, See also, Am. Bankers Mortgage Corp. v. Fed. Home Loan Mortgage Corp. (Sth Cit. 1996) 75 F.3d 1401, 1411 (collecting California cases). 55, Plaintiffs had an ownership right in their total, undiluted stock options at the time of the 2017 rejection of their valid stock option exercise. 56. Defendants ShotSpotter and DOES 1 through 10, wrongfully rejected Plaintfs valid stock option exercise. 57. Plaintiffs, as a result, were damaged. FOURTH CAUSE OF ACTION (Violation of Securities Exchange Act of 1934 and S.E.C. Rule 10b-5 as to All Defendants) 58. Plaintiffs hereby incorporate by reference paragraphs 1 through 57 of this Complaint as it fully set forth herein. 59. Section 10(b) of the Securities Exchange Act of 1934 forbids (1) the "use or employment... of any... . deceptive device," (2) “in connection with the purchase or sale of any security," and (3) "in contravention of" Securities and Exchange Commission "rules and regulations." Dura Pharms, Inc. v. Broudo, 544 U.S. 336, 341(2005) citing 15 USC § 78)(b). 60. The Securities Exchange Commission Rule 10b-5 “forbids, among other things, the making of any "untrue statement of a material fact" or the omission of any material fact “necessary in order to make the statements made ... not misleading," Jd. citing 17 CFR § 240.10b-5 (2004), 61. Shotspotter and DOES 1 through 10, omitted the 2005 Stock Plan from the Term Agreement and from the Standard Shotspotter Consulting Agreement, Shotspotter and DOES 1 through 10, now contends that the 2005 Stock Plan is a material portion of the contract to trade services in consideration for stock options, By not incorporating the 2005 Stock Plan in to the 10Kuneoinst PC 801 K Street, Sure 2100 SACRAMENTO, CALIFORNIA 95814 either the Term Agreement or the Standard Shotspotter Consulting Agreement this omission significantly altered the total information available to PlaintiffS and caused them to proceed with the agreement. 62. Defendants ShotSpotter and DOES 1 through 10, knowingly and willfully left the 2005 Stock Option Plan out of the Term Agreement and Standard Shotspotter Consulting Agreement. Defendants ShotSpotter and DOES 1 through 10, then rejected the Plaintiffs’ valid stock option exercise in 2017 on the basis of an amendment to the “governing agreement” that did not exist at the time of contracting. Wrongful denial of the Plaintiffs’ right to exercise their valid stock options rises to the level of manipulation. 63. The Term Agreement was a contract for performance by the Plaintifis for the consideration of stock options. Plaintiffs were to receive 25,000 Stock Options for “Expansion Patents” and 50,000 Stock Options for “Net New Patents.” Such contract agreements are considered to be “in connection with the purchase or sale of security.” 64. _PlaintiffS relied on the fact that their contract did not include any language regarding the expiration of their stock options, and on such reliance, entered in to a contract with Defendants ShotSpotter and DOES 1 through 10. No such language existed in the Term Agreement or the Standard Shotspotter Consulting Agreement. 65. Plaintiffs suffered an economic loss. Plaintiffs suffered the economic loss of their right to exercise their stock options, and to exercise them at nineteen cents ($.19) per share, rather than at $16.15 per share. Additionally, they suffered the economic loss of being deprived their right to exercise their stock options at all. 66. Defendants ShotSpotter and DOES 1 through 10, caused the Plaintiffs economic loss when they omitted a material portion of the “governing agreement” upon which they now rely (and claim was part of the “governing agreement all along) for their wrongful rejection of Plaintiffs’ valid exercise of their stock options. FIFTH CAUSE OF ACTION (Violation of §17200 of the California Business and Professions Code as to All Defendants) 67. Plaintiffs hereby incorporate by reference paragraphs 1 through 66 of this llKuneoinst PC 801 K Stacer, Sure 2100 SACRAMENTO, CALIFORNIA 95814 awn Complaint as it fully set forth herein. 68. The relevant portion of §17200 for the purposes of this complaint is set forth as: “unfair competition shall mean and include any unlawful, unfair or fraudulent business act or practice.” 69. Defendants ShotSpotter and DOES 1 through 10, breached their contract with the Plaintiffs, subjected their stock options to conversion, violated Section 10b of the Securities Exchange Act of 1934 and S.E.C. Rule 10b-5, and committed fraud and unfair business practices as set forth herein. DOES | through 10, wrongfully denied them their options based on the 2005 Stock Option Plan that was not and cannot be a portion of the parties’ contract. Additionally, Shotspotter and DOES 1 through 10’s, contention that their stock options are exercisable at $16.15 a piece rather than $.19 a piece has a profound impact on the PlaintiffS and the consideration they received for the extremely valuable work they did for Defendants ShotSpotter and DOES 1 through 10. 71. This misrepresentation was both to Plaintiffs, and to members of the public who were deceived when the Shotspotter and DOES 1 through 10, misled them by failing to report that the Plaintiffs owned a significantly high number of stock options, of which they could exercise at-any time, in public offerings. SIXTH CAUSE OF ACTION (Material Misrepresentation in Violation of Cal. Civ. Code §1710 as to All Defendants) 72. Plaintiffs hereby incorporate by reference paragraphs | through 71 of this Complaint as it fully set forth herein. 73. Shotspotter and DOES | through 10, made a number of misrepresentations, including but not limited to: © That Plaintiffs would be offered a specific number of shares at a specific strike price if they filed for and acquired certain patents and assigned them to Defendant; © That Plaintiffs had earned certain shares as set forth in the interim agreements, WDKuweoinst PC 801 K Staeer, Surre 2100 SACRAMENTO, CALIFORNIA 95814 in an attempt to get Plaintiffs to obtain more patents and assign them to Defendant; . © That Plaintiffs had earned certain shares, as set forth in Exhibit 32, only to recant and misrepresent Plaintiffs shares as set forth in Exhibit 27 © That Plaintiffs exercise of stock options was subject to the 2005 Stock Options plan. 74. Had the Plaintiffs known this fact, they would not have entered in to the contract under such unfair and unjust terms, SEVENTH CAUSE OF ACTION (Negligent Misrepresentation as to All Defendants) 75. Plaintiffs hereby incorporate by reference paragraphs | through 74 of this Complaint as it fully set forth herein, 76. — Defendants ShotSpotter and DOES | through 10, made a number of mistepresentations, including but not limited to: © That Plaintiffs would be offered a specific number of shares at a specific strike price if they filed for and acquired certain patents and assigned them to Defendant; © That Plaintiffs had earned certain shares as set forth in the interim agreements, in an attempt to get Plaintiffs to obtain more patents and assign them to Defendant; © That Plaintiffs had earned certain shares, as set forth in Exhibit 32, only to recant and misrepresent Plaintiffs shares as set forth in Exhibit 27 © That Plaintiffs exercise of stock options was subject to the 2005 Stock Options plan. 77. Such a misrepresentation was made with the intent to induce Plaintiffs’ reliance on the missing material portion of the contract. 78. — Ignorance of the Defendants ShotSpotter and DOES 1 through 10, version of the truth, that the stock options were issued pursuant to the 2005 Stock Option Plan, were justified ‘because the 2005 Stock Option Plan was not mentioned in the Term Agreement, the Standard ShotSpotter Consulting Agreement, or during negotiations. 79. — Plaintiffs were damaged as a result of the Defendants ShotSpotter and DOES 1 13Kumeomsr PC. 801 K Staeer, Sure 2100 SACRAMENTO, CALIFORNIA 95814 awn through 10, actions. EIGHTH CAUSE OF ACTION (Fraudulent Concealment as to All Defendants) 80. Plaintiffs hereby incorporate by reference paragraphs 1 through 79 of this Complaint as it fully set forth herein. 81. — Defendants ShotSpotter and DOES | through 10, concealed material fact from the Plaintiffs, to wit: © That Defendant did not intend to grant the stock options, on the agreed-upon terms or any others; That the stock options they were granted, in compensation for services rendered, were purportedly pursuant to the 2005 Stock Option Plan that was actively concealed from Plaintiffs in the course of their contract negotiations, 82, Defendants ShotSpotter and DOES 1 through 10, was under the duty to disclose these facts. 83, Plaintiffs were not aware of the concealed facts as set forth above, and if they had so known they would not have assigned the patents to Defendants ShotSpotter and DOES 1 through 10. 84. _Asaresult of such an egregious fraudulent concealment, Plaintiffs were damaged. NINTH CAUSE OF ACTION (Violation of S.E.C. Rule 701 and 17 C.F.R. §230.701 as to All Defendants) 85. Plaintiffs hereby incorporate by reference paragraphs 1 through 84 of this Complaint as it fully set forth herein. 86. 17 CFR. §230.701(€) requires Defendants Shotspotter and DOES 1 through 10, to make certain disclosures, They “must deliver to investors a copy of the compensatory benefit plan or the contract. In addition, if the aggregates sales price or amount of securities sold during 14Kuneoinst PC 801 K Street, Sure 2100 SACRAMENTO, CALIFORNIA 95814 oe aw ea aw any consecutive 12-month period exceed $5 million, the issuer must deliver the following disclosure to investors a reasonable time period before the sale: a summary of the material terms, information about the risk associated with investment in the securities sold pursuant to the compensatory benefit plan or compensation contract, financial statements required to be furnished by Part F/S of Form 1-A (Regulation A Offering Statement) ( § 239.90 of this chapter) under Regulation A (§§ 230.251 through 230.263), ... and, if the sale involves a stock option or other derivative, the issuer must deliver disclosure a reasonable period of time before the date of exercise or conversion. ” 17 C.F.R. 230.701(€)(1-6). 87. Defendants Shotspotter and DOES 1 through 10, did not deliver a copy of the compensatory plan, which in this case is the Term Agreement. 88. Defendants Shotspotter and DOES | through 10, did not provide a summary of the material terms of the plan. 89. Defendants Shotspotter and DOES | through 10, did not provide information about the risk associated with investment in the securities sold pursuant to the compensatory benefit plan or compensation contract to investors. 90. Defendants Shotspotter and DOES 1 through 10, did not disclose to investors a reasonable period of time before the date of the sale the financial statements required to be furnished by Part F/S of Form 1-A (Regulation A Offering Statement) ( § 239.90 of this chapter) under Regulation A (§§ 230.251 through 230.263). 91. Defendants Shotspotter and DOES 1 through 10, did not deliver disclosure a reasonable period of time before the date of exercise or conversion. 92. Through these failures of the Defendants Shotspotter and DOES | through 10, to disclose the required information, Plaintiffs, as holders of stock options in ShotSpotter, Inc. were damaged. TENTH CAUSE OF ACTION Rescission Cal. Civ. Code §1688 & §1691 as to All Defendants) 93. Plaintiffs hereby incorporate by reference paragraphs 1 through 92 of this ‘Complaint as it fully set forth herein.Kuneoinst PC 801 K Sraeer, Sure 2100 SACRAMENTO, CALIFORNIA 95814 94. Pursuant to §1688 and §1691 of the California Civil Code, Plaintiffs have the Sight to and are entitled to rescission ofthe contract and to have al value given to the Defendants ShotSpotter and DOES 1 through 10, under the contract retimed. This is including, but not | limited to, each and every patent the PlaintiffS assigned to the Defendant. 95. Defendants ShotSpotter and DOES 1 through 10, breached its contract with the Plaintiffs. Defendants ShotSpotter and DOES 1 through 10, made material misrepresentations in the course of contracting with the Plaintiffs. Defendants ShotSpotter and DOES 1 through 10, made negligent misrepresentations when contracting with the Plaintiffs, Defendants ShotSpotter and DOES | through 10, fraudulently concealed information from the Plaintiffs in the course of negotiating the contract with the Plaintiffs. 96. Plaintiffs have the right to exercise the rescission of the contract in which they can rescind the patents assigned to ShotSpotter. PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray for the following relief: 1. Judgment against the Defendant for general and specific damages to be proved at trial; 2. Judgment against the Defendant for damages incurred; 3. Exemplary and punitive damages; 4, Attorneys’ fees and costs; 5, For such other and further relief as the Court may deem just and equitable. KLINEDINST PC Ke Hensrude Lindsey N. Casillas Attomeys for Plaintiffs KEVIN BAXTER; KEN FISHER and FRED HOLMES DATED: April 27, 2018Kuneomust PC 801 K Street, SurTe 2100 SACRAMENTO, CALIFORNIA 95814 Bow Seer) Exhibit 1 Exhibit 2 Exhibit 3 Exhibit 4 Exhibit 5 Exhibit 6 Exhibit 7 Exhibit 8 Exhibit 9 Exhibit 10 Exhibit 11 Exhibit 12 Exhibit 13 Exhibit 14 Exhibit 15 Exhibit 16 Exhibit 17 Exhibit 18 Exhibit 19 Exhibit 20 Exhibit 21 Exhibit 22 Exhibit 23 Exhibit 24 Exhibit 25, Exhibit 26 Exhibit 27 INDEX TO EXHIBITS Declaration of Defendant's Former Chairman, “Deal in Place” w/ Plaintiffs Defendant's 2007 Project- Build Company Value via Plaintiffs’ Patents Patent Project Approved by Board of Director and Presentation Email ftom Defendant to Plaintiff Fisher re: Board of Directors Presentation Email from Shotspotter re: Plaintiffs’ to Review Docs “Proposed Final” Stock Option Contract with Governing Agreement Email from Ms. Simon re: CEO wants to Finalize Plaintiffs’ Compensation “Final” Contract with Governing Agreement (Parties’ Express Contract) Plaintiffs’ Patent Application Pending for 6 Years (Ending Nov. 2013) Plaintiffs’ Patent Application No. 1 of 13 Plaintiffs” Patent Application No. 2 of 13 Plaintiffs’ Patent Application No. 3 of 13, Plaintiffs’ Patent Application No. 4 of 13 Plaintiffs’ Patent Application No. $ of 13 Plaintifis’ Patent Application No. 6 of 13 Plaintiffs’ Patent Application No. 7 of 13 Plaintiffs’ Patent Application No. 8 of 13, Plaintiffs" Patent Application No. 9 of 13 Plaintiffs’ Patent Application No. 10 of 13 Plaintiffs’ Patent Application No. 11 of 13, Plaintiffs" Patent Application No. 12 of 13 Plaintiffs" Patent Application No. 13 of 13 Plaintiffs" Patent No. 1 of 9 — and Assignment to Defendant Plaintiffs" Patent No. 2 of 9 — and Assignment to Defendant Plaintiffs" Patent No. 3 of 9 — and Assignment to Defendant Plaintiffs’ Patent No. 4 of 9 — and Assignment to Defendant Plaintiffs’ Patent No, 5 of 9 — and Assignment to Defendant 17Kuweoist PC 801 K Street, Surre 2100 SACRAMENTO, CALIFORNIA 95814 Exhibit 28 Exhibit 29 Exhibit 30 Exhibit 31 Exhibit 32 Exhibit 33 Exhibit 34 Exhibit 35 Exhibit 36 Exhibit 37 Exhibit 38 Plaintiffs’ Patent No. 6 of 9 - and Assignment to Defendant Plaintiffs’ Patent No. 7 of 9 - and Assignment to Defendant Plaintiffs’ Patent No. 8 of 9 - and Assignment to Defendant Plaintiffs’ Patent No. 9 of 9 - and Assignment to Defendant Defendant’s VP Re-Confirms Plaintiffs’ Milestone I Stock Options Defendant's Press Release re: Plaintiffs’ Patents Defendant's VP confirms Plaintiffs’ Valid Options Response from Plaintiff Fisher re: no Knowledge of Implied Contract Plaintiffs’ Partial Option Call Defendant's Denial of Option Call / Breach Letter of August 2, 2017 Defendant's CEO Re-Confirms Plaintiffs’ Milestone II Stock OptionsEXHIBIT 1SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA KEVIN BAXTER, KEN FISHER and . HIT eae Case No. HG17881440 Assigned for All Purposes to 4A Plaitifs, Hon, Ronni MacLaren, Dept DECLARATION OF |SHOTSPOTTER, INC, d/v/a SST, ScaT MANDESLVALLE, a Defendant, DECLARATION OF SCOTT MANDERVILLE, 1, Scott Manderville, declare as follows: 1. Thave perscaal knowledge ofthe facts set forth below and if called upon to testify to the mates herein I ould and would be competent and willing todo 0. 2. Starting in the year 2005, I was the Chairman of the Board of ShotSpotter, Inc. (*Shotpoter”or he “Company”), 3. In addition to my role as ShotSpotter’s Chairman, I was also a member of the (Company's Patent and Executive Teams, including in the mid-2007 timeframe. 4, Inand around 2007, the Company hed a major company initiative to substantially expand its Patent Portfolio to build Exit Valuation forthe ShotSpote. 5. On July25", 2007, I received an e-mail from the ‘Company’s CEO James Beldock entitled “Deal in place wiKKF”, which was seut to ShotSpotter's Executive Team, as well as to |ShotSpotter’s Patent Team acknowledging that a deal was “in place” between ShotSpotter and |Kevin Baxter, Ken Fisher, and Fred Holmes (s/k/a “KKF")—see Exhibit A. te DECLARATION OF SCOTT MANDERVILLE Baxter et al. ShotSpottor Case No, HG178814406, Ate and correct copy of the July 25%, 2007 e-mail is annexed as Exhibit A. 7. Inaddition, in and around the same mid-2607 timeframe, the Company sent me a PowerPoint slide deck entitled “Patent Hit Team”, » true and correct copy of the PowerPoint presentation is attached as Exhibit B, 8. On May 308, 2007, Ireceived an e-mail from the Company's CEO James Beldock entitled “Whiteboard Notes from 5/30 Meeting” including a photograph, which was sent to |ShotSpotter's Patent Team. A true and correct copy of which is annexed as Exhibit C. Dated at Woodstock, GA, this Ist day of December, 2017, 1 doclaro under the penalty of perjury under the laws ofthe State of Califamia that the foregoing is tue and correct. tbl Headch Scott Manderville Bextor ota. ShotSpoter C80 No, HG17861440EXHIBIT AFrom: James G. Beldock Sent: Wednesday, July 25, 2007 5:42 PM To: Executive Team ; Patent Team eat Patents @shotspotter.com> ‘Subject: Deal in place wiKKP Team, Happy to report that we now have an executed term sheet with Kevin, Ken and Frad. (Actually, Ken and Fred, who were physically up in our HQ today; they will fax along Kevin's signature shortly.) Gary, you ball to schedule the first concall. We ‘will hi {itst continuation, with James (emphasis added)EXHIBIT Boan ShotSpeiter| Intellectual Property Blitz : @ Insure the’IP “HOLY GRAIL” @ShotSpotter must “OWN" the communication from one system to another and the REPORT! results, regardless ofa --shotSKgiter} Competitive Assessment | ©Pilar ®BoomerangEnforcement--How do we get our Cash @Law Suit Preparation and High Cost to Litigate 2 {iff Drives Litigation and ends. most of the. a ey up front (not uncommon to spend 1.5-2 mil in an acti ; ; :z “ooennnr SHOES POHOF IP Mentality @Maintain the Moral High-Ground @ There is a high duty of disclosure with the patent dCritical Details - @US System is not a “first to File” it is a first to Invent. @Basic Blue-F eking Disclosure in earable- Jan 2004- nett Shotsper ter IP ACTION ITEMS 7 t @File a Continuation in Part (CIP) of the Man wearable patent. Incorporate Provisional BFTIP Unknowns @What is the Competition doing? @Can we license Duckworth at some point in E thEXHIBIT CEXHIBIT 2Subject: Compensation Discussion) Date: Saturday, June 16, 2007 at 10:00:50 AM Paclfic Daylight Time From: James G. Beldock <|beldock@shotspotter.com> To: Ken Fisher http://www shotepotter.com/ [emphasis added]EXHIBIT 3Subject: Patent “Hunting License” approved by BoD! Date: Thursday, June 21, 2007 at 10:39:43 PM Pacific Daylight Time From: __ James G. Beldock To: Ken Fisher , Kevin Baxter2 , Fred Holmes ce: Scott Manderville , Gary Holladay ‘Attachments: Gents, Beldock,. jbeldockéshotepotter.con C80, BhotSpotter} Inc. +1 (408) 608-0340 fax http://wew. shotspotter.cox/ [emphasis added]‘WUANaQIANOD ANVaWOD ¥31L0d810HS Ayunyoddo d] 2002-£1-9 ‘Bupoow s10;00N/9 40 pAeog “ou ‘49H 0dS704S‘WILN3GIANOD ANVdWOD Ya1LL0dSLOHS e uonezuouiny Jojysanbay “yp jesodoid “€ Aytunyoddo °z e punousy9eg ‘T epuasy 2002-£1-9 ‘Gunsew s10300NG jo pieog “oul ‘ssHOdSLONS‘WUNaGLINOD ANVdW09 431104810HS (IMu) euljewiy/ssas0i1d OLdSN 0} a1NIaxa 0} payiey — ssaooid g| SulSeuew Jsiunyuay — [,ul0f] 42730dS}0YS/IsLUNJUaD WO. S}eUOISIAOJ jeUuOIPpe vy « (Sulpuad) yuawagzeuew Jamodg « (pamoje) Aejdsip ajqeyod Ajyziq « (pamoyje) sosuas ajqeream-uew (panssi) swuwos olpes yo uodAuDUq e :BULAOD ‘sjuajed ,,3uNjd0)/q,, ase syuajed Sujujewias y — (uossayed) paudisse Ajaza;dwosy s! (juajed 7g, ay}) sjuayed panss! ay jo T — Sulpuad T ‘pamoye Zz ‘panssiz — [Ddl] IstunjUaD Wo pasinboe sjuayed a109G . (T) punossy9eg 2002-£1-9 ‘Sups0W S10}00N1g jo pieog “ou ‘soH0US;OUS‘WILNAGIANOD ANVaWIOD Wa1LOdSLOHS sJosuas payUunoWw-Axp — (Aesse SiueuAp ul UO!zezILUIWdO Aewie) ,,Asjawoayd Josuas snoydiowy,, — wayshs 4aAe7-11]NIA) — supped, 9104 anjg — ‘juajed /8G, Ul (pawies JOU 1Nq) pasojdsip sydaou0s jeUuOIpPpY (Z) punossy9eq 2002-£1-9 ‘BunooW s10329N1a Jo pIEOG “oul ‘OOdS;ONS‘WINaGIINOD ANVEWOD wa1L0dSL0HS Ajjetqueysqns o1ojqiod juajyed uadaap 0} Ayunyoddo yjuow 9 01 € anbjun =(Z)+(T) - e (i) €007 ‘Asenuer 03 yOeq Aqold ules pjnop « (4oqUaAuI Ue se UOSIa}eY BpNjoU! 0} pasu }OU Op YdIYM) SUOMENUUOD 0} Usdo [Ms SI JUaIeY 78, BUL di dJayuny suuajzed pue Suidojanap Aq anjen ppe 0} Suinulju0o Ul paysasajzU] SOWIOH peasy Wa}Keg UIAAY YaYsij Ua = *T. e isJUaWdOjaneq JUaDaY Ayiunyoddo 2002-£1-9 ‘Busey $10399119 40 preog “OUI “soW0dS:0USg pueLuuior/iosuas). - uonenunuos £5) s p uosianeg asouy 24) ,XNPO1,,28S, ATES Lei! rh S]Ua}eq |EUOIIPpY pasodoijd zo0z-e1-9 OW BIOIOO110 50 PIER “OU) er0dg104S‘WILNAGISNOD ANVdINOD ¥31L0dS.L0HS (% |JEwWs) aduenss! pue (% BSululewad jo 4jNq) sdueMoye @ ‘(% awos) Suljly Jo UOIJajdWOD UO UO!}eESUadWUOD AjINby 4) 40f UOIWeSUadWIOD auNnyoNsIS ainjaniys jeag pasodoid 2002-£1-9 ‘Bunsew s10390110 Jo preog “su ‘sooUSIoUS. S@dinap 484}0/y¥dd PIA pueWLUOZ - * : Uone2}unUWOS JaUIEzu| — (hem ano, 28S, ‘(quanur 3,upip. uosiayeg asour sanuiquos yor sadA| :sjuajeg MAN paesodoig 4002-£1-9 ‘Buncoy ss030011 Jo pueog “ou ‘seROdgIONS‘WILNaGISNOD ANVaWOD 431L0dS10HS yUOWaeISe |EWIO} pue UO!}eI}03auU 0} yalqns “Jaspnq anoge jo ajdioulid ul j2eAoidde 7s10}DaIIGg JO JseNnbay :(,199pnq,,) sanbas uoled0\|V OSI oleuads auljaseg ul pajaspnq Apeaije sasuadxa yses ainyonsys j2aq paesodoig 4002-£1-9 ‘Buneow s101901G Jo prEOY “ou “soOdSIONSEXHIBIT 4Subject: Term Sheet Draft and Consulting Agreement Template Date: ‘Tuesday, June 26, 2007 at 6:30:29 AM Pacific Daylight Time From: James G. Beldock ~ To: Ken Fisher , Fred Holmes , Kevin Baxter ‘ . ‘ATefin Sheet.1.6-26-2007/idor, Shotspotter Standard doc “Contractor Agree Gents, For discussion during our call this afternoon, Best, dames [James G. Baldock ‘ShotSpotter,Tnc. president & CEO 3529 Ryder Street Santa Ciara, CA 95051 USA\ Great (4g) 329-9201) main: x toll-free: 1888) 224-6877 3201} fox: (408) 608-0340) |beldockseshotsportercom si: wm. aM sbeldaci Ignis aurum probat, misera fortes viros - Seneca fomphasis added)"Discussion" Draft of EXPRESS AGREEMENT June 26th, 2007 [further incorporating Standard ShotSpotter Consulting Agreement] [This Cover Sheet Added]C e ShotSpotter, Inc. Term Sheet: KKF NeWv Patent Project 168 = 6/25/2007 DRAFT, FOR DISCUSSION ONLY) Parties) Objective 8 | te artfollo; either in expansion or net new IP; Secondary: ‘Brovide mechanism for billing of expenses for ongoing work on existing IP. Work Product Patents and strategy work, identified by specific Work Orders, on the following categories of tasks: Existing Patents Expansion Patents Net New Patents Patent Strategy sation: Compensation-on-performance model, with milestone payments. Schedule of payments as follows: ‘Options Cash Existing Patents nfa Expenses: Expansion Patents 15,000 Expenses. Net New Patents 35,000 $5,000 Patent Strategy thd Expenses Milestones 25% payable on filing of all documents for patent (not office actions); allowance; 15% on Issuance Mechanism Work order issued for each patent or patent strategy item. Deviations from the above compensation can be negotiated on a work order-by-work order basis, and approved by both parties. Governing) ‘Standard ShotSpotter Consulting Agreement} as amended/modified. Same ‘Agreement) agreement signed with each of KKF, but governed by one set of Work Orders {Le., don’t want to have to Issue three work orders, one for each person!). ‘initial Project) ‘List of patéhts in EXIBIE A the “Initial Shopping List”) Term Six (6) months. Option to extend for six (6) month period(s) at ShotSpotter approval, assuming timelines have been hit and progress is being made. (Separate budgetary allocation by Board of Directors may be required; notice will be sent.) 150- a.doc [emphasis added]ShotSpotter, Inc. ‘Term Sheet: KKF New Patent Project 1-168 - 6/26/2007 DRAFT, FOR DISCUSSION ONLY? Points of Contact —_ShotSpotter: Contract, Compensation: James Work-Orders (except Compensation portions}: Gary Exhibit A “Initial Shopping List” Mechanism Compensation Category ta Blue Force Tracking +Amorphous Geometry Continuation In Part___Expansion 1b '$87°"redux (review claims and eliminate Continuation of original Existing - OPTIONAL [we those Patterson didn't invent) ‘Man-Wearable which may nat do this) continues’S87 z Display Patent Expansion (additional daims) Expansion of Display Existing (allowed) 3 "587 expansions: Continuation ‘Net New (ikely will be Camera integration{‘our’ wayinternet multiple patents) ‘communication-Command via PDA/ather devices Detection and error carrection (optimization) -UxV-mounted sensors -layers Remotely dispersed sensors Continuation Net New B-Directional Communications ‘Continuation Net New (sensor/command& control) 150-a.doc [omphasis added]150d INDEPENDENT CONTRACTOR SERVICES AGREEMENT ‘When Used. This agreement is to be used by ShotSpotter, Inc. (“Company”) when contracting to receive services to be performed by a third party, including technical services. The services to be performed would be described in the Project Assignments in Exhibit A. To Be Completed Before Signing. Fill in the “Effective Date,” and the independent contractor's (“Contractor”) name and address, and check the appropriate box identifying whether Contractor is an individual, partnership, limited liability partnership, corporation, or limited liability company. Fill in the date the agreement terminates in Section 9. Meet with the manager responsible for overseeing Contractor's project and complete the Project Assignment and Assignment of Innovations forms in Exhibit A. Signature. Contractor must sign the signature page, Project Assignment and Assignment of Innovations, Indemnity, The agreement does not require Contractor to indemnify Company for intellectual property infringement claims, but there is a limited indemnity in Section 8. If Company desires to include a provision whereby Contractor would indemnify Company for infringement or any other claims, please contact Gray Cary for further assistance. Confidentiality. The agreement contains a confidentiality provision so there is no need to sign a separate confidentiality agreement with the contractor. Ifa separate confidentiality agreement bas already been signed, the provisions of this agreement, as drafted, will supersede the prior agreement,INDEPENDENT CONTRACTOR SERVICES AGREEMENT i made and entered into, as TOMER (recive Da, by and between ShotSpotter, Inc. (“Company”), a Delaware corporation having a principal address at 809 B Cuesta having a principal pace of business at (“Contractor”). 1, Engagement of Services. Company may Issue Project Assignments to Contractor in the form attached to this Agreement as Exhibit A (Project Assignment). A Project Assignment will became binding when both parties have signed it and once signed, Contractor will be obligated to provide the services as specified in such Project Assignment. The terms of this Agreement will govern all Project Assignments and services undertaken by Contractor for Company. 2. Compensation; Timing. ‘Company will pay Contractor the fee set forth in each Project Assignment for the services provided as specified in such Project Assignment. If provided for in the Project Assignment, Company will reimburse Contractor's expenses no later than thirty (30) days after Company's receipt of Contractors invoice, provided that reimbursement for expenses may be delayed until such time as Contractor has furnished reasonable documentation for authorized expenses.as Company may reasonably request. Upon termination of ‘this Agreement for any reason, Contractor 1b wil be (a) pald fees on the basis stated in the Project Assignment(s) and (b) reimbursed only for expenses that are incurred prior to termination of this Agreement and which are either expressly identified in a Project Assignment or approved in advance In writing by an authorized Company manager. 3. Independent Contractor Relationship. Contractor's relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Contractor will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Contractor is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Contractor Is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this ‘Agreement. No part of Contractor's compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Contractorby filing Form 1099-MISC with the internal Revenue Service as required by law. 4. Disclosure and Assignment of Work Resulting from Project Assignments. A. “Innovations” and “Company Innovations” Definitions, “Innovations” means all discoveries, designs, developments, improvements, Inventions (whether or not protectable under patent laws), works of authorship, Information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know- how, ideas (whether or not protectable under trade secret laws), mask works, ‘trademarks, service marks, trade names and trade dress. “Company innovations” means Innovations that Contractor, solely or jointly with others, conceives, develops or reduces to practice related to any Project Assignment. B, Disclosure and Assignment of Company Innovations. Contractor agrees to maintain adequate and current records ofall Company Innovations, which records shall be and remain the property of Company. Contractor agrees to promptly disclose and describe to Company all Company Innovations. Contractor hereby does and will assign to Company or Companys designee all of Contractor's righ, title and interest in and to any and all Company Innovations and all associated records, To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by Contractor to Company, Contractor hereby grants to Company an exclusive, royalty-free, transferable, Irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non- 180 bdo assignable rights, title and interest. To the extent any of the rights, title and iaterest in and to the Company Innovations can nelther be assigned nor licensed by Contractor to Company, Contractor hereby irrevocably waives and agrees never to assert such non-assignable and non- licensable rights, title and interest against Company or any of Company’s successors in interest. C. Assistance. Contractor agrees to perform, during and after the term of this Agreement, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Compiany Innovations as provided to Company under this Agreement. if Company is unable for any reason to secure Contractor's signature to any document required to file, prosecute, register or memorialize the assignment of any sights under any Company Innovations as provided under this Agreement, Contractor hereby irrevocably designates and appoints Company and Company's duly authorized officers and agents as Contractor's agents and attorneys-in-fact to act for and on Contractor's behalf and Instead of Contractor to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights under such Company Innovations, all with the same legal force and effect as if executed by Contractor. The foregoing is deemed a power coupled with an interest and Is irrevocable. ‘D. Out-of-Scope Innovations. If Contractor Incorporates or permits to beway, at the time of conception, reduction to practice, creation, derivation, development ‘or making of such Innovation, to Company's business or actual or demonstrably anticipated research or development but which were conceived, reduced to practice, created, derived, developed or made by Contractor (solely or jointly) either unrelated to Contractor's work for Company under this Agreement or prior to the Effective Date (collectively, the “Out-of- Scope Innovations”) into any of the Company Innovations, then Contractor hereby grants to Company and Company's designees a non-exclusive, royalty-free, Irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to such Out-of-Scope Innovations. Notwithstanding the foregoing, Contractor agrees that Contractor will not incorporate, ‘or permit to be incorporated, any Innovations conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any Company innovations without Company's prior written consent. 8. Confidentiality, E. Definition of Confidential Information. “Confidential Information” means (a) any technical and non-technical information related to the Company's business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined In Section 6 (“Ownership and Return of Confidential Information and Company Property’), and Company's information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing Information, customer lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Contractor and that Company has recelved from others that Company is obligated to treat as confidential or proprietary. F. Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Contractor shall not use, disseminate or in any way disclose the Confidential Information, Contractor may use the Confidential information solely to perform Project Assignment{s) for the benefit of Company. Contractor shall treat all Confidential Information with the same degree of care as Contractor accords to Contractor's own confidential information, but in no case shall Contractor use less than reasonable care. If Contractor is not an individual, Contractor shall disclose Confidential Information only to those of Contractor's employees who have a need to know such information. Contractor certifies that each such employee will have agreed, elther as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Contractor under this Agreement. Contractor shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Contractor shall assist Company in remedying any such unauthorized use or disclosure of the Confidential Information. Contractor agrees not to communicate any information to Company in violation of the proprietary rights of any third party.G. Exclusions from Nondisclosure and Nonuse Obligations. Contractor's obligations under Section 5.2 (Nondisclosure and Nonuse Obligations) shall not apply to any Confidential Information that Contractor can demonstrate (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Contractor by Company through no fault of Contractor; (b) was rightfully in Contractor's Possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Contractor by Company; or (c) was developed by employees of Contractor independently of and without reference to any Confidential Information communicated to Contractor by Company. A disclosure of any Confidential Information by Contractor (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Contractor shall provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure. 6. Ownership and Return of Confidential Information and Company Property. All Confidential information and any ‘materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished to Contractor by Company, whether delivered to Contractor by Company or made by Contractor In the performance of services under this, Agreement and whether or not they contain 1s-b6oe or disclose Confidential Information (collectively, the “Company Property"), are the sole and exclusive property of Company or Company's suppliers or customers. Contractor agrees to keep all Company Property at Contractor's premises unless otherwise permitted in writing by Company. Within five (5) days after any request by Company, Contractor shall destroy or deliver to Company, at Company's option, (a) all Company Property and (b) all materials in Contractor's possession or ‘control that contain or disclose any Confidential Information. Contractor will provide Company a written certification of Contractor's compliance with Contractor's obligations under this Section. 7. Observance of Company Rules. At all times while on Company's premises, Contractor will observe Company's rules and regulations with respect to conduct, health, safety and protection of persons and property. 8. No Conflict of Interest. During the term of this Agreement, Contractor will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations, or the scope of services to be rendered for Company, under this Agreement. Contractor warrants that, to the best of Contractor's knowledge, there is no other existing contract or duty on Contractor's part that conflicts with or is inconsistent with this Agreement. Contractor agrees to indemnify Company from any and all loss or liability Incurred by reason of the alleged breach by Contractor of any services agreement with any third party.H. Term. This Agreement is effective as of the Effective Date set forth above and will terminate on ffSaniBaeRIEER 1. Termination by Company, Except during the term of a Project Assignment, Company may terminate this Agreement without cause at any time, with termination effective fifteen (15) days after Company's delivery to Contractor of written Notice of termination. Company also may terminate this Agreement (a) immediately upon Contractor's breach of Section 4 (Disclosure and Assignment of Work Resulting from Prolect Assignments), 5 (Confidentiality) or 10 (Noninterference with Business) or (b) immediately for a material breach by Contractor if Contractor's material breach of any other provision under this Agreement or obligation under a Project Assignment is not Cured within ten (10) days after the date of Company's written notice of breach, J, Termination by Contractor. Contractor may terminate this Agreement without cause at any time, with termination effective fifteen (15) days after Contractor's delivery to Company of written notice of ‘termination. Contractor also may terminate this Agreement immediately for a material breach by Company if Company's material breach of any provision of this Agreement Is not cured within ten (10) days after the date of Contractor's written notice of breach. K. Effect of Expiration or Termination. Upon expiration or termination of this ‘Agreement, Company shall pay Contractor for services performed under this ‘Agreement as set forth in each then pending Project Assignment(s). The definitions contained in this Agreement and 150-bdoe the rights and obligations contained in this Section and Sections 4 (Disclosure and Assignment of Work Resulting from Project Assignments), 5 (Confidentiality), 6 (Ownership and Return of Confidential Information and Company Property), 10 (Noninterference with Business) and 11 (General Provisions) will survive any termination or expiration of this Agreement. 10. Noninterference with Business. During this Agreement, and for a period of two (2) years immediately following the termination or expiration of this ‘Agreement, Contractor agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with Company. 11, General Provisions. LL, ‘Successors and Assigns. Contractor may not subcontract or otherwise delegate Contractor's obligations under this Agreement without Company's prior written consent, Subject to the foregoing, this Agreement will be for the benefit of Company's successors and assigns, and will be binding on Contractor's assignees. M. Injunctive Relief, Contractor's obligations under this ‘Agreement are of a unique character that elves them particular value; Contractor's breach of any of such obligations will result in irreparable and continuing damage to ‘Company for which money damages are Insufficient, and Company shall be entitled to Injunctive rellef and/or a decree for specific performance, and such ather relief as may be proper (including money damages if appropriate).N. Notices. Any notice required or permitted by this ‘Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing. 0. Governing Law; Forum, This Agreement shall be governed in all respects by the laws of the United States of ‘America and by the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Each of the Parties irrevocably consents to the exclusive Personal jurisdiction of the federal and state courts located in California, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any Judgment of such federal or state courts located in California, such personal jurisdiction shall be nonexclusive, P. Severability. Ifa court of law holds any provision of this Agreement tobe illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Q. Waiver; Modification, If Company waives any term, provision or Contractor's breach of this Agreement, such walver shall not be effective unless it is in writing and signed by Company, No waiver bya party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by Contractor. This Agreement may be modified only by mutual written agreement of authorized representatives of the parties. R. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to thls subject matter and supersedes all prior ‘or. contemporaneous agreements concerning such subject matter, written or oral. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above, “Company” “Contractor” SHOTSPOTTER, INC. a By: By: ‘Name: ‘Name: Title: Title: 180-beoe1S0-bdoe 71Exhibit.A PROJECT ASSIGNMENT Services Milestones Acceptance Crites Acceptance Procedure Payment of Fees. Fee will be SERGE 1a fixed price for completion ofS based on a rate per hour of $ other, as follows (deseribe payment): Ifeither party for any reason terminates this Project Assignment or the Independent Contractor Services Agreement that governs it, fees will be paid based on ay Contractor time spent. 1 the proportion of the deliverables furnished Company, es determined by Company, other, as follows (describe payment): Expenses. Company will reimburse Contractor for the following expenses incurred in connection with this Project ae t upon receipt of proper documentation of those expenses from ContractorNOTE: This Project Assignment is governed by the terms of an Independent Contractor Services Agreement in effect between Company and Contractor. Any item in this Project Assignment that is inconsistent with such agreement is invalid. IN WITNESS WHEREOF, the parties have executed this Project Assignment as of the later date below. “Company” “Contractor” SHOTSPOTTER, INC. es By: D By: ‘Name: ‘Name: Title: Title: Date: Date:EXHIBIT 5Subject: Checking in Date: Tuesday, July 17, 2007 at 6:09:19 AM Pacific Daylight Time ‘From:) ames G, Béldack' To: Ken Fisher CC: Kevin Baxter2 , Fred Holmes , Scott Manderville , Gary Holladay Ken, Kevin, Fred, ‘Checking into see if you've heen able to Feview the dacs ent last week! | think we were supposed to talk on Friday, butit seems like that was OBE. Please advise when we can finish this up. Thanks, lames Eiteracis ee dee ‘ShotSpotter, Inc. 1060 Terra Bella Avenue| Mountain View, CA 94043-1881 USA| ‘ec: 148) 329-9201 ‘main: 108) 329-9200 x20) tolbiree: —(888)274-6877 2201 fx (408) 608-0340] SiP:201@atenao1.shotspatter com a ‘abeldack ‘anis aurum proba, miseria fortes viros - Seneca (emphasis added)EXHIBIT 6Subject: t Date: Sunday, July 8, 2007 at 3:39:39 PM Pacific Daylight Time From: James 6. Beldock To: Kevin Baxter2 , Ken Fisher , Fred Holmes ‘fred@litepanels.com> ce: ‘Scott Mandervilie , Steve E. Busby « Priority: High Attachments: New P Gents, ‘Thanks for your patience. Enclased is: 1. The proposed ial draft ofthe term sheet, electing the comments you made nur lesa “shopping list” of IP Items, prioritizing and deconflcting our original lst) ‘(from the meeting up in Santa Glara) and Kevin/Fred’s emall of 6/26 identifying a couple of others and the appropriate references forall ofthe above. (This all Exhibit 1 to the Term Sheet document) 2. (Extra topy of the standard co sulting agreement. Please note that, based on your feedback, we increased the compensation an the two highest priority items to reflect your comment that (for example) BFT was more valuable than just an expansion. Thus, despite the fact that they were part ofthe Centurist patent portfolio 'm proposing to treat them as “net new” patents for compensation purposes~Le,, in order to make it worth your while to work on them. :) | think we're ready to go here, but naturally need to hear back from you. Am traveling these next three days, but can do a telco after 3:00pm your time tomorrow, or on Wednesday. Alternatively, if we can get this done In email, that’s better. Again, my intent Is to get this papered by Friday. ‘Thanks, James ‘ShotSpottar, Ine. 13529 Ryder Street ‘Santa Cara, CA 95051| [omphasis added)ual direct: 1408) 329-9201) ‘mal: {408} 329-9200 x201| toll-free: 1888) 274-6877 x201 fax: (408) 608-0340 SIP:201@atenant, shotspotter.com| ame sabsidass| Ignis aurum probat, misera fortes viros- Seneca"Proposed Final" EXPRESS AGREEMENT July 8th, 2007 [further incorporating Standard ShotSpotter Consulting Agreement] [This Cover Sheet Added]ShotSpotter, Inc. Term She 2-JGB-7/8/2007; Proposed Final; Parties Objective Work Product “Milestones ‘Mechanism Points of Contact ee ear fete Suet nr (KF New Patent Project ShotSpotter, Inc. (“ShotSpotter") Ken Fisher, Kevin Baxter, Fred Holmes ("KF") provide mechanism for biling of expenses for ongoing work on existing IP. Patents and strategy work, identified by specific Work Orders, on the following. ccategorles of tasks: Existing Patents Expansion Patents, Net New Patents Patent Strategy ‘Compensation-on-performance model, with milestone payments. Schedule of payments as follows: ‘options: cash Existing Patents ofa Expenses Expansion Patents 15,000 Expenses Net New Patents 35,000 $5,000 Patent Strategy per work-order Expenses 25% payable on filing of all documents for patent (not office actions); 60% on allowance; 15% on issuance. Appropriate mechanism to be constructed to hold ‘non-vested options In other accelerating eve Work order issued for each patent or patent strategy item. Deviations from the ‘above compensation can be negotiated on a work order-by-work order basis, ‘and approved by both parties. ‘Stafidafd ShotSpotter Consulting Agreement; as amended/modified. Same ‘agreement signed with each of KKF, but governed by one set of Work Orders. {ie., don’t want to have to issue three work orders, one for each person). lst of patents If EXRIBIEA (the “inital Shopping List”) Six (6) months. Option to extend for six (6) month period(s) at ShotSpotter approval, assuming timelines have been hit and progress Is being made. (Separate budgetary allocation by Board of Directors may be requlred; notice will be sent.) ShotSpotter: Contract, Compensation: James Work-Orders (except Compensation portions): Gary [emphasis added)ShotSpotter, Inc. Term Sheet: KKF New Patent Project 2~JGB~7/8/2007 Proposed Final! Exhibit A. “Shopping List” rT Ths Sse Dery CT Me sd Category 1 Ble Force Tracking + ContnuationinPar—NetNew* Dual GPS(25 ‘Amorphous Geometry Man Wearable: 27] & [34] & 2) Display (32) 2 Layers Continuation of BFT Net New * ‘Dual GPS (24) Display (31) & [32] Wan Wearable (3 & 28 Encryption 2-35 8236 4334 ‘sar 1364 3 Man Wearable Barston Expansion of Man- Bistng ual ors 5B) Wearable (allowed) (Portable) se73-640 1359 lage any reference backto Patterson grerator va CP Broaden beyond exiting cas to highly portable 4 "587 expansions: Continuation Net New (likely Cameras 13-45 Camera Integration(“our” will be multiple Orop sensors 13-64 way}nteretcommunicaton- patents) Rapid deloy 1339 Command via PDA/other ‘Targoting 13-35 & 3-30 Comma Target comet 1-40 itemet 7-26 Detection and error imemet 726 correction (optimization) Strip the word “acoustic” -UnV-mounted sensors 3 Display Patent Redo Tipansion of Display Existing (additonal dais) (allowed) © BrDirectonat Continuation TetNew Communications {sensor/command& control) —— 7 Envelope Detect Stand-alone ‘Net New FIG.12 & $-43,52 & 81118 + {blocs elecvemagnetic and + Sir"redur (review aims Continuation of Bang = and eliminate those Patterson original Man- OPTIONAL (we didn’t invent) ‘Wearable which may not do continues 'S87 this) * BFT and Layers patents (priorities #2 and #2) are “existing” concepts and were part of the Centurist IP package. However, In order to provide appropriate incentive to KKF, they are to be compensated as Net ‘New applications. ew fete S214ShotSpotter, Inc. Term Sheet: KKF New Patent Project 2-JGB-7/8/2007 Proposed Final ew Pt Pca St 27427 es15-3600 INDEPENDENT CONTRACTOR SERVICES AGREEMENT When Used. This agreement is to be used by ShotSpotter, Inc. (“Company”) when contracting to receive services to be performed bya third party, including technical services. The services to be performed would be described in the Project Assignments in Exhibit A. ‘To Be Completed Before Signing. Fill in the “Effective Date,” and the independent contractor's (“Contractor”) name and address, and check the appropriate box identifying whether Contractor is an individual, partnership, limited liability partmership, corporation, or limited liability company. Fill in the date the agreement terminates in Section 9. Meet with the manager responsible for overseeing Contractor's project and complete the Project Assignment and Assignment of Innovations forms in Exhibit A. Signature. Contractor must sign the signature page, Project Assignment and Assignment of Innovations. Indemnity. The agreement does not require Contractor to indemnify Company for intellectual property infringement claims, but there is a limited indemnity in Section 8. If Company desires to include a provision whereby Contractor would indemnify Company for infringement or any other claims, please contact Gray Cary for further assistance. Confidentiality. The agreement contains a confidentiality provision so there is no need to sign a separate confidentiality agreement with the contractor. If. separate confidentiality agreement has already been signed, the provisions of this agreement, as drafted, will supersede the prior agreement.INDEPENDENT CONTRACTOR SERVICES AGREEMENT This Agreement is made and entered into, as of SESSION (tev De"), by and between ShotSpotter, Inc. (“Company”), a Delaware corporation having a principal address at 809 B Cuesta Drive, Suite 205, Mountais view, California Contractor"). 1. Engagement of Services. ‘Company may issue Project Assignments to Contractor in the form attached to this Agreement as Exhibit A (Project Assignment). A Project Assignment wil become binding when both parties have signed it and once signed, Contractor will be obligated to provide the services as specified in such Project Assignment. The ‘terms of this Agreement will govern all Project Assignments and services ‘undertaken by Contractor for Company. 2. Compensation; Timing, Company will pay Contractor the fee set forth in each Project Assignment for the services provided as specified in such Project Assignment. If provided for in the Project Assignment, Company will relmburse Contractor's expenses no later than thirty (30) days after Company's tecelpt of Contractors Invoice, provided that reimbursement for expenses may be delayed until such time as Contractor has furnished reasonable documentation for authorized expenses as Company may reasonably request. Upon termination of this Agreement for any reason, Contractor M.bor will be (a) paid fees on the basis stated in the Project Assignment{s) and (b) reimbursed only for expenses that are incurred prior to termination of this, Agreement and which are either expressly Identified in a Project Assignment or approved in advance in writing by an authorized Company manager. 3. Independent Contractor Relationship, Contractor's relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture; employment or similar relationship. Contractor will not be entitled to any of the benefits that Company may make available to its ‘employees, including, but not limited to, group health oF life insurance, profit-sharing or retirement benefits. Contractor is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized In writing to do so by a Company manager. Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state orjocal tax authority with respect to the performance of services and receipt of fees under this Agreement. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Contractor's, compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts.paby fling Form 1099-MISC with the Internal Revenue Service as required by law. 4. Disclosure and Assignment of Work Resulting from Project Assignments. ‘A. “Innovations” and “Company Innovations” Definitions, “innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws}, trade secrets, know- how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. "Company Innovations” means innovations that Contractor, solely or jointly with others, conceives, develops or reduces to practice related to any Project Assignment. B. Disclosure and Assignment of Company Innovations. Contractor agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company, Contractor agrees to promptly disclose and describe to Company all Company Innovations. Contractor hereby does and will assign to Company or Company's designee all of Contractors right, title and interest in and to any and all Company Innovations and all associated records. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by Contractor to Company, Contractor hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non- 15d assignable rights, title and interest. To the extent any of the rights, title and Interest in and to the Company Innovations can neither be assigned nor licensed by Contractor to Company, Contractor hereby irrevocably waives and agrees never to assert such non-assignable and non- licensable rights, title and interest against Company or any of Company's successors in Interest. C. Assistance. Contractor agrees to perform, during and after the term of this Agreement, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations as provided to Company under this Agreement. If Company is unable for any reason to secure Contractor's signature to any document required to file, prosecute, register or memorialize the assignment of any rights under any Company Innovations as provided under this Agreement, Contractor hereby irrevocably designates and appoints Company and Company's duly authorized officers and agents as Contractor's agents and attorneys-in-fact to act for and on Contractor's behalf and instead of Contractor to take all lawfully permitted acts to further the filing, prosecution, registration, memoriallzation of assignment, issuance and enforcement of rights under such Company Innovations, all with the same legal force and effect as if ‘executed by Contractor. The foregoing Is deemed a power coupled with an interest and is irrevocable. D. Qutof-Scope Innovations. If Contractor incorporates or permits to be incorporated any Innovatlggs relating in anyWay, at the time of conception, reduction to practice, creation, derivation, development or making of such Innovation, to Company's business or actual or demonstrably anticipated research or development but which were concelved, reduced to practice, created, derived, developed or made by Contractor (solely or jointly) either unrelated to Contractor's work for ‘Company under this Agreement or prior to the Effective Date (collectively, the “Out-of- ‘Scope Innovations") into any of the Company Innovations, then Contractor hereby grants to Company and Company's designees a non-exclusive, royalty-free, Irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tlers of sublicensees) to practice all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to such Qut-of-Scope Innovations. Notwithstanding the foregoing, Contractor agrees that Contractor will not incorporate, ‘or permit to be incorporated, any Innovations conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any Company innovations without Company's prior written consent, 5. Confidentiality. E. Definition of Confidential Information, “Confidential Information” means (a) any technical and non-technical information related to the Company's business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined in Section 6 ("Ownership and Return of Confidential information and Company Property")}, and Company's information concerning research, development, design details and specifications, financial M75 bdo information, procurement requirements, engineering and manufacturing Information, customer lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Contractor and that Company has received from others that Company Is obligated to treat as confidential or proprietary. F. Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Contractor shall not use, disseminate or in ‘any way disclose the Confidential Information. Contractor may use the Confidential Information solely to perform Project Assignment(s) for the benefit of Company. Contractor shall treat all Confidential Information with the same degree of care as Contractor accords to Contractor's own confidential information, but in no case shall Contractor use less than reasonable care. If Contractor Is not an individual, Contractor shall disclose Confidential Information only to those of Contractor's employees who have a need to know such information. Contractor certifies that each such employee will have agreed, either as a condition of employment or in ‘order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Contractor under this Agreement. Contractor shall immediately give notice to ‘Company of any unauthorized use or disclosure of the Confidential Information. Contractor shall assist Company in remedying any such unauthorized use or disclosure of the Confidential information. Contractor agrees not to communicate any information to Company in violation of the proprietary rights of any third party.G. Exclusions from Nondisclosure and ‘Nonuse Obligations, Contractor's obligations under Section 5.2 {Nondisclosure and Nonuse Obligations) shall not apply to any Confidential Information that Contractor can demonstrate (a) was in the public domain at ‘or subsequent to the time such Confidential Information was communicated to Contractor by Company through no fault of Contractor; (b) was rightfully in Contractor's possession free of any obligation of confidence at or subsequent to the time ‘such Confidential Information was communicated to Contractor by Company; or (c) was developed by employees of Contractor independently of and without reference to any Confidential Information communicated to Contractor by Company. A disclosure of any Confidential information ‘by Contractor (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Contractor shall provide prompt prior written notice thereof to Company to enable Company to seek a Protective order or otherwise prevent such disclosure. 6. Ownership and Return of Confidential Information and Company Property. All Confidential information and any materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished to Contractor by Company, whether delivered to Contractor by Company or made by Contractor in the performance of services under this Agreement and whether or not they contain M15-bdee or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive property of Company or Company's suppliers or customers. Contractor agrees to keep all Company Property at Contractor's premises unless otherwise permitted in writing by Company. Within five (5) days after any request by Company, Contractor shall destroy or deliver to Company, at Company's option, (2) all Company Property and (b) all materials in Contractor's possession or control that contain or disclose any Confidential information. Contractor will provide Company a written certification of Contractor's compliance with Contractor's obligations under this Section, 7. Observance of Company Rules. At all times while on Company’s premises, Contractor will observe Company's rules and regulations with respect to conduct, health, safety and protection of persons and property. 8 No Conflict of Interest, During the term of this Agreement, Contractor will not accept work, enter into a contract or accept an obligation Inconsistent or incompatible with Contractor's obligations, or the scope of services to be rendered for Company, under this Agreement. Contractor warrants that, to the best of Contractor's knowledge, there Is no other existing contract or duty on Contractors part that conflicts with or is inconsistent with this Agreement, Contractor agrees to indemnify Company from any and all loss or liability incurred by reason of the alleged breach by Contractor of any services agreement with any third party. 9. Term and Termination.H. Term. This Agreement is effective as of the Effective Date set forth above and will terminate on Raitt j terminated earlier as set forth below. 1. Termination by Company. Except during the term of a Project ‘Assignment, Company may terminate this ‘Agreement without cause at any time, with termination effective fifteen (15) days after Company's delivery to Contractor of written notice of termination, Company also may terminate this Agreement (a) Immediately ‘upon Contractor's breach of Section 4 (Disclosure and Assignment of Work Resulting from Project Assignments), (Confidentiality) or 10 (Noninterference with Business) or (b) immediately for a material breach by Contractor if Contractor's material breach of any other provision under this Agreement or obligation under a Project Assignment is not cured within ten (10) days after the date of Company's written notice of breach. J. Termination by Contractor, Contractor may terminate this Agreement without cause at any time, with termination effective fifteen (15) days after Contractor's delivery to Company of written notice of termination, Contractor also may terminate this Agreement immediately for a material breach by Company if Company's material breach of any provision of this Agreement is not cured within ten (10) days after the date of Contractor's written notice of breach. K. Effect of Expiration or Termination. Upon expiration or termination of this ‘Agreement, Company shall pay Contractor for services performed under this Agreement as set forth in each then pending Project Assignment{s). The definitions contained in this Agreement and the rights and obligations contained in this Section and Sections 4 (Disclosure and Assignment of Work Resulting from Project Assignments), 5 (Confidentiality), 6 (Ownership and Return of Confidential Information and Company Property), 10 (Noninterference with Business) and 11 (General Provisions) will survive any termination or expiration of this Agreement. 10. Noninterference with Business. During this Agreement, and for a period of two (2) years immediately following the termination or expiration of this Agreement, Contractor agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with Company. 11, General Provisions. L. Successors and Assigns, Contractor may not subcontract or otherwise delegate Contractor's obligations under this Agreement without Company's prior written consent. Subject to the foregoing, this Agreement will be for the benefit of Company's successors and assigns, and will be binding on Contractor's assignees, M, Injunctive Relief. Contractor's obligations under this ‘Agreement are of a unique character that ives them particular value; Contractor's breach of any of such obligations will result in irreparable and continuing damage to Company for which money damages are insufficient, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief ‘as may be proper (Including money damages if appropriate).N. Notices. Any notice required or permitted by this ‘Agreement shall be in writing and shall be delivered as follows, with notice deemed Biven as indicated: (a) by personal delivery, When actually delivered; (b) by overnight courier, upan written verification of receipt; {c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return recelpt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as elther party may provide in writing, 0. Governing Law; Forum. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located In California, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any Judgment of such federal or state courts located in California, such personal jurisdiction shall be nonexclusive, P. Severability. Ifa court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Q. Waiver; Modification, If Company waives any term, provision or Contractor's breach of this Agreement, such walver shall not be effective unless itis in writing and signed by Company. No waiver bya party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by Contractor. This ‘Agreement may be modified only by mutual written agreement of authorized representatives of the parties. R. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements concerning such subject matter, written or oral. IN WITNESS WHEREOF, the partics have executed this Agreement as of the date first written above. “Company” “Contractor” SHOTSPOTTER, INC. Pr icin iti By: By: ‘Name: ‘Name: Title: Title: 5.06005.00 [BLANK PAGE]A PROJECT ASSIGNMENT Services Milestones Acceptance Crite \cceptance Procedure Payment of Fees. Fee will be PERE RRON ED Da fixed price for completion of $ based on a rate per hour of S 1 other, as follows (deseribe payment): Ifeither party for any reason terminates this Project Assignment or the Independent Contractor Services Agreement that governs it, fees will be paid based on. TEHEEROSE! 1 Contractor time spent. 1 the proportion ofthe deliverables furnished Company, as determined by Company, other, as follows (describe payment): Expenses. Company will reimburse Contractor forthe following expenses incurred in connection with this Project. = upon receipt of proper documentation of those expenses from ContractorNOTE: This Project Assignment is governed by the terms of an Independent Contractor Services ‘Agreement in effect between Company and Contractor. Any item in this Project Assignment that is inconsistent with such agreement is invalid, IN WITNESS WHEREOF, the parties have executed this Project Assignment as of the later date below. “Company” “Contractor” SHOTSPOTTER, INC. By: By: Name: ‘Name: Title: Title: Date: Date:Attachment 3 [Redundant Copy of "Proposed Final" Express Contract - Microsoft Word version] see Exhibit 009-1EXHIBIT 7‘Subject: IP meetings Date: Wednesday, July 11, 2007 at 10:58:57 AM Pacific Daylight Time From: Elisabeth Simon To: Ken Fisher Hello Mr. Fisher, Juld lke to speak with yau tomorrow afternoon via phone, fat all possible, in regatdsta) finalizing the compehtation plaht He would like to begin the IP meetings next week. Please call me tomorrow morning to schedule these items. Thank you, Elisabeth Simon Administrative Assistant Shotspotter, Inc. 1060 Terra Bella Avenue Mountain View, CA 94043 Office Main - 408/329.9200 Direct - 408/329.9233 Fax - 408/608.0340 [omphasis added}EXHIBIT 8"Final" EXPRESS AGREEMENT July 25th, 2007 {further incorporating Standard ShotSpotter Consulting Agreement] [This Cover Sheet Added]aie ShotSpotter, Inc, ‘Term Sheet: KE NE PERSE RIO/GS} 3=JGB=7/25/2007_ ‘Fina : Parties ‘ShotSpatter, nc (shiatSpotter") BEG if "Kem Fisher, Kevin Bawter, Fred Holines ("KF") me ‘patksitpodtfots, ether in o bling of expenses for ongoing work on existing 1. (FRR and strategy work, een specihe Work Order, onthe folowing ‘ategeres of tasks: : ‘isting Patents. : ae Expansion Patents: 3 : ‘Net New Patents: , Patent Strategy Sn. aiepeisstene Compensation-oriperformance model, with milestone payments, Stele * ve RY payments ssfollows: E ing Patents fe: i Patent strategy per workarder 2 Totter, utornd wp to 25000 stares fae war tbe thorn apatite Se ener: ‘omnes ‘OSSUPDR ISTE ATEERIDEBTINE recetoe witha missing part or ling of nal). ‘Tolssing part(s), 60%on 5 ( : ~-Methahism: ‘Work ordet sstied for each patent or patent stratégy tem: Deviations from the a To: Ken Fisher ce: Kevin Baxter2 , Fred Holmes ‘Attachments: image001.gif Ken, ‘Two quick things: 1: Don't believe | got Kevin's signature on the term sheet the rest of us executed while you were up here. Can you fax, please? 2: Need to get the consulting agreements cleaned up, | know Fred had some comments; can you send to me so can clean up and sign and sehd to you three fur countersignature please? Thanks, James Siesancanee i Loe James G. Beldock so6dtera bela Ronse President & CEO tain View, CAS4041-1881 Sa peldock@shotspotter-com wun, shotspotter.com Ait jgoetoce te 408) 320-0201 8 mesbeldock tel2: (gaa) 274-6877 .201 Talk: jbeldock@gmall.com fox: (408) 608-0340, [emphasis added) Page 1of1INDEPENDENT CONTRACTOR SERVICES AGREEMENT 1. When Used. This agreement is to be used by ShotSpotter, Inc. (“Company”) when contracting to receive services to be performed by a third party, including technical services. The services to be performed would be described in the Project Assignments in Exhibit A. 2. To Be Completed Before Signing. Fill in the “Effective Date,” and the independent contractor's (“Contractor”) name and address, and check the appropriate box identifying whether Contractor is an individual, partnership, limited liability partnership, corporation, or limited liability company. Fill inthe date the agreement terminates in Section 9. Meet with the manager responsible for overseeing Contractor’s project and complete the Project Assignment and Assignment of Innovations forms in Exhibit A. 3. Signature. Contractor must sign the signature page, Project Assignment and Assignment of Innovations, 4. Indemnity. The agreement does not require Contractor to indemnify ‘Company for intellectual property infringement claims, but there is a limited indemnity in Section 8. If Company desires to include a provision whereby Contractor would indemnify Company for infringement or any other claims, please contact Gray Cary for further assistance, 5. Confidentiality. The agreement contains a confidentiality provision so there is no need to sign a separate confidentiality agreement with the contractor. Ifa separate confidentiality agreement has already been signed, the provisions of this agreement, as drafted, will supersede the prior agreement. 15 bdoINDEPENDENT CONTRACTOR SERVICES AGREEMENT ‘This Agreement is made and entered into, as of SRERPEERIERONS -Eectve Dats, by and between ShotSpotter, Inc. (“Company”), « Delaware corporation having a principal address at 809 B Cuesta Drive, Suite 205, Mountain View, California Jace of business at (“Contractor”). 1, Engagement of Services. Company may issue Project Assignments to Contractor in the form attached to this Agreement as Exhibit A (Project Assignment). A Project Assignment will become binding when both parties have signed it and once signed, Contractor will be obligated to provide the services as specified in such Project Assignment. The terms of this Agreement will govern all Project Assignments and services undertaken by Contractor for Company. 2 Compensation; Timing. Company will pay Contractor the fee set forth In each Project Assignment for the services provided as specified in such Project Assignment. If provided for in the Project Assignment, Company will reimburse Contractor's expenses no later than thirty (30) days after Company's. receipt of Contractor's invoice, provided that relmbursement for expenses may be delayed until such time as Contractor has furnished reasonable documentation for authorized expenses as Company may reasonably request. Upon termination of this Agreement for any reason, Contractor TS bee will be (a) paid fees on the basis stated in the Project Assignment{s) and (b) reimbursed only for expenses that are Incurred prior to termination of this ‘Agreement and which are either expressly identified in a Project Assignment or approved in advance In writing by an authorized Company manager. 3. Independent Contractor Relationship. Contractor's relationship with Company is. that of an Independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Contractor will not be entitled to any of the benefits that Company may make available to its employees, including, but nat limited to, group health or life insurance, profit-sharing or retirement benefits. Contractor is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company ‘manager. Contractor is solely responsible for, and will fle, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Contractor's compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Contractorbby filing Form 1099-MiSC with the Internal Revenue Service as required by law. 4, Disclosure and Assignment of Work Resulting from Project Assignments, A. “Innovations” and “Company Innovations” Definitions, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, Information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know- how, Ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. “Company Innovations” ‘means Innovations that Contractor, solely or Jointly with others, conceives, develops or reduces to practice related to any Project Assignment. B. Disclosure and Assignment of Company Innovations, Contractor agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company. Contractor agrees to promptly disclose and describe to Company all Company Innovations. Contractor hereby does and will assign to Company or Company's designee all of Contractor's right, ttle and interest in and to any and all Company Innovations and all associated records. To the extent any of the rights, title and Interest in and to Company Innovations: cannot be assigned by Contractor to ‘Company, Contractor hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non- she assignable rights, title and interest. To the extent any of the rights, title and interest in and to the Company innovations can nelther be assigned nor licensed by Contractor to Company, Contractor hereby irrevocably walves and agrees never to assert such non-assignable and non- licensable rights, ttle and interest against Company or any of Company's successors in interest. C. Assistance. Contractor agrees to perform, during and after the term of this Agreement, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, In obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations as provided to Company under this Agreement. If Company Is unable for any reason to secure Contractor's signature to any document required to file, prosecute, register or memorialize the assignment of any rights under any Company Innovations as provided under this Agreement, Contractor hereby irrevocably designates and appoints Company and Company's duly authorized officers and agents as Contractor's agents and attorneys-in-fact to act for and on Contractor's behalf and instead of Contractor to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights under such Company Innovations, all with the same legal force and effect as if executed by Contractor. The foregoing is deemed a power coupled with an interest and Is irrevocable. D. Qut-of-Scope Innovations. 1f Contractor incorporates or permits to be Incorporated any Innovations relating in anyway, at the time of conception, reduction to practice, creation, derivation, development ‘or making of such Innovation, to Company's business or actual or demonstrably anticipated research or development but which were conceived, reduced to practice, created, derived, developed or made by Contractor (solely or jointy) either unrelated to Contractor's work for Company under this Agreement or prior to the Effective Date (collectively, the “Out-of- Scope Innovations”) into any of the Company innovations, then Contractor hereby grants to Company and Company's designees a non-exclusive, royalty-free, Irrevocable, worldwide, fully pald-Up license (with rights to sublicense through multiple tiers of sublicensees) to practice all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to such Out-of-Scope Innovations, Notwithstanding the foregoing, Contractor agrees that Contractor will not incorporate, or permit to be Incorporated, any Innovations conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope innovations into any Company Innovations without ‘Company's prior written consent. 5. Confidentiality. E. Definition of Confidential Information. “Confidential information” means (a) any technical and non-technical information related to the Company's business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined In Section 6 (“Ownership and Return of Confidential Information and Company Property”)), and Company's information concerning research, development, design detalls and specifications, financial boo information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Contractor and that Company has recelved from others that Company is obligated to treat as confidential or proprietary. F. Nondisclosure and Nonuse Obligations. Except as permitted In this Section, Contractor shall not use, disseminate or in ‘any way disclose the Confidential Information. Contractor may use the Confidential Information solely to perform Project Assignment(s) for the benefit of Company. Contractor shall treat all Confidential Information with the same degree of care as Contractor accords to Contractor's own confidential Information, but in no case shall Contractor use less than reasonable care. If Contractor is not an individual, Contractor shall disclose Confidential Information only to those of Contractor's employees who have a need to know such information. Contractor certifies that each such employee will have agreed, elther as a condition of employment or In order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Contractor under this Agreement. Contractor shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential information, Contractor shall assist Company in remedying any such unauthorized use or disclosure of the Confidential Information. Contractor agrees not to communicate any Information to Company In violation of the proprietary rights of any third party.