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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2018 NETGEAR, INC. (Exact name of Registrant as specified in its charter) Delaware 000-50350 77-0419172 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 350 East Plumeria Drive San Jose, CA 95134 (Address, including zip code, of principal executive offices) (408) 907-8000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Page 1: NETGEAR,INC.d18rn0p25nwr6d.cloudfront.net/CIK-0001122904/2356ae7b-7a... · 2018-08-07 · In connection with the resignation of Mr. Summers, effective as of the completion of the

UNITEDSTATESSECURITIESANDEXCHANGECOMMISSION

Washington,D.C.20549

FORM8-K

CURRENTREPORTPursuanttoSection13or15(d)

oftheSecuritiesExchangeActof1934

DateofReport(Dateofearliesteventreported):August2,2018

NETGEAR,INC.(ExactnameofRegistrantasspecifiedinitscharter)

Delaware 000-50350 77-0419172

(Stateorotherjurisdictionofincorporation)

(CommissionFileNumber)

(I.R.S.EmployerIdentificationNumber)

350EastPlumeriaDriveSanJose,CA95134

(Address,includingzipcode,ofprincipalexecutiveoffices)

(408)907-8000(Registrant’stelephonenumber,includingareacode)

(Formernameorformeraddress,ifchangedsincelastreport)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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IntroductoryNote

On August 7, 2018, Arlo Technologies, Inc., a Delaware corporation (“ Arlo ”), completed its previously announced initial public offering (the “ IPO”) of 11,747,250 shares of its common stock, par value $0.001 per share (the “ Arlo Common Stock ”), which includes 1,532,250 shares of Arlo CommonStock allocated to the underwriters’ 30-day option to purchase additional shares of Arlo Common Stock, which was exercised in full on August 3, 2018.Prior to the IPO, Arlo was a wholly owned subsidiary of NETGEAR, Inc., a Delaware corporation (“ NETGEAR ”). Upon the closing of theIPO, NETGEAR owned 84.2% of the total value and the combined voting power of the Arlo Common Stock.

Item1.01EntryintoaMaterialDefinitiveAgreement.

Separation Agreement

Prior to the closing of the IPO, on August 2, 2018, NETGEAR and Arlo entered into a Master Separation Agreement (the “ Separation Agreement ”).The Separation Agreement sets forth certain agreements among NETGEAR and Arlo relating to, among other things:

• the principal corporate transactions pursuant to which NETGEAR separated the businesses, assets and liabilities comprising NETGEAR’s Arlobusiness from NETGEAR and transferred such businesses, assets and liabilities to Arlo (the “ Separation ”);

• the IPO;

• the potential pro rata distribution of the shares of Arlo Common Stock held by NETGEAR, pursuant to which shares of Arlo Common Stockheld by NETGEAR would be distributed to the holders of shares of common stock of NETGEAR, par value $0.001 (the “ NETGEAR CommonStock ”), which distribution is generally expected to be tax-free for U.S. federal income tax purposes (the “ Distribution ”); provided, that thedetermination of whether, when and how to proceed with the Distribution shall be entirely within the discretion of NETGEAR; and

• other agreements governing the relationship between NETGEAR and Arlo.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text ofthe Separation Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Related Agreements

In connection with the Separation and the IPO, on August 2, 2018, the applicable parties entered into the following additional agreements:

• a Transition Services Agreement, dated as of August 2, 2018;

• a Tax Matters Agreement, dated as of August 2, 2018;

• an Employee Matters Agreement, dated as of August 2, 2018;

• an Intellectual Property Rights Cross-License Agreement, dated as of August 2, 2018; and

• a Registration Rights Agreement, dated as of August 2, 2018.

The foregoing agreements are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, and 10.6, respectively, and incorporated herein by reference.

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Underwriting Agreement

On August 2, 2018, Arlo entered into an Underwriting Agreement by and among Arlo and Merrill Lynch, Pierce, Fenner & Smith Incorporated andDeutsche Bank Securities Inc., as representatives of the several underwriters named therein (the “ Underwriting Agreement ”), in connection with the initialpublic offering of up to 11,747,250 shares of Arlo Common Stock, which includes 1,532,250 shares of Arlo Common Stock allocated to the underwriters’30-day option to purchase additional shares of Arlo Common Stock, which was exercised in full on August 3, 2018. The foregoing description of theUnderwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, whichis attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item5.02DepartureofDirectorsorCertainOfficers;ElectionofDirectors;AppointmentofCertainOfficers;CompensatoryArrangementsofCertainOfficers.

In connection with the Separation and the IPO, (a) effective as of the effectiveness of Arlo’s registration statement on Form 8-A (the “ Exchange ActRegistration Statement ”) on August 2, 2018, Ms. Jocelyn Carter-Miller and Messrs. Ralph E. Faison and Grady K. Summers were appointed to the board ofdirectors of Arlo and (b) effective as of the completion of the IPO on August 7, 2018, Ms. Carter-Miller and Messrs. Faison and Summers resigned from theBoard of Directors of NETGEAR.

In connection with the resignations of Ms. Carter-Miller and Messrs. Faison and Summers from the Board of Directors, NETGEAR decreased the sizeof its Board of Directors from ten to seven members.

In connection with the resignation of Mr. Summers, effective as of the completion of the IPO on August 7, 2018, Mr. Brad Maiorino was appointed asChair of the Cybersecurity Committee of the Board of Directors, to serve in such capacity until the election and qualification of his respective successor or,if earlier, his death or resignation or removal from the Cybersecurity Committee.

In connection with the resignation of Ms. Carter-Miller, effective as of August 7, 2018, the Board of Directors determined that Ms. Julie A. Shimer,who also serves as the Company’s Lead Independent Director, meets the independence standards for service on the Audit Committee of the Board ofDirectors, and subject to her continuing to satisfy the requirements for service on the Audit Committee, Ms. Shimer was appointed as a member of the AuditCommittee, to serve in such capacity until the election and qualification of her respective successor or, if earlier, her death or resignation or removal fromthe Audit Committee.

In connection with the Separation and the IPO, effective as of the completion of the IPO on August 7, 2018, Ms. Christine M. Gorjanc resigned asChief Financial Officer of NETGEAR and was appointed as Chief Financial Officer of Arlo; and Patrick J. Collins III resigned as Senior Vice President ofSmart Home Products of NETGEAR and was appointed as Senior Vice President of Product of Arlo.

In connection with the resignation of Ms. Gorjanc, effective as of August 7, 2018, Mr. Bryan Murray was appointed as Chief Financial Officer ofNETGEAR. Mr. Murray has been with NETGEAR for over sixteen years, serving in various management roles within finance. Prior to assuming the role ofChief Financial Officer, he served as NETGEAR’s Vice President of Finance and Corporate Controller. Before joining NETGEAR in 2001, he worked inpublic accounting at Deloitte and Touche LLP. He holds a B.A. from the University of California, Santa Barbara and is licensed as a Certified PublicAccountant.

In his role as Chief Financial Officer, Mr. Murray initially will receive an annual base salary of $366,000, subject to adjustment from time to time atthe sole discretion of NETGEAR’s Board of Directors. He also will be eligible to receive an annual target bonus of up to 75% of his base salary, based onNETGEAR’s achievement of various financial and/or other goals established by the Board of Directors. In connection with Mr. Murray’s appointment, hewas granted an option to purchase 30,000 shares of NETGEAR common stock. The shares subject to this option will vest over a four-year period, with 25%of the shares vesting after one year and the remainder vesting in equal monthly installments over the succeeding three years.

Mr. Murray also is expected to enter into NETGEAR’s standard executive officer indemnification agreement as well as a change in control andseverance agreement. Under the terms of the change in control and severance agreement, upon a termination without cause or resignation with good reason,Mr. Murray would be entitled to (1) cash severance equal to his annual base salary, (2) 12 months of health benefits continuation and (3) accelerated vestingof any unvested equity awards that would have vested during the 12 months following the termination date. Upon a termination without cause or resignationwith good reason that occurs during the one month prior to or 12 months following a change in control of NETGEAR, Mr. Murray would be entitled to (1)cash severance equal to the sum of his annual base salary and his target annual bonus, (2) 12 months of health benefits continuation and (3) acceleratedvesting of all outstanding, unvested equity awards. Severance would be conditioned upon the execution and non-revocation of a release of claims.

Item7.01RegulationFD.

In connection with the closing of the IPO, on August 7, 2018, NETGEAR and Arlo issued a joint press release announcing the closing of the IPO. Acopy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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In connection with the appointment of Mr. Murray as Chief Financial Officer, on August 7, 2018, NETGEAR issued a press release announcing theappointment. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item9.01FinancialStatementsandExhibits.

(d) Exhibits . The Exhibit Index set forth below is incorporated herein by reference. ExhibitNo. DescriptionofExhibit

1.1

Underwriting Agreement, by and among Arlo Technologies, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated andDeutsche Bank Securities Inc., as representatives of the several underwriters named therein, dated as of August 2, 2018

10.1 Master Separation Agreement, by and between NETGEAR, Inc. and Arlo Technologies, Inc., dated as of August 2, 2018

10.2 Transition Services Agreement, by and between NETGEAR, Inc. and Arlo Technologies, Inc., dated as of August 2, 2018

10.3 Tax Matters Agreement, by and between NETGEAR, Inc. and Arlo Technologies, Inc., dated as of August 2, 2018

10.4 Employee Matters Agreement, by and between NETGEAR, Inc. and Arlo Technologies, Inc., dated as of August 2, 2018

10.5

Intellectual Property Rights Cross-License Agreement, by and between NETGEAR, Inc. and Arlo Technologies, Inc., dated as ofAugust 2, 2018

10.6 Registration Rights Agreement, by and between NETGEAR, Inc. and Arlo Technologies, Inc., dated as of August 2, 2018

99.1 Press Release, dated August 7, 2018

99.2 Press Release, dated August 7, 2018

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

NETGEAR, INC.

By: /s/ Patrick C.S. LoName: Patrick C.S. LoTitle: Chairman and Chief Executive Officer

Date: August 7, 2018

[Signature Page to Current Report on Form 8-K of NETGEAR, Inc.]

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Exhibit1.1

ARLO TECHNOLOGIES, INC.

(a Delaware corporation)

10,215,000 Shares of Common Stock

UNDERWRITING AGREEMENT

Dated: August 2, 2018

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ARLO TECHNOLOGIES, INC.

(a Delaware corporation)

10,215,000 Shares of Common Stock

UNDERWRITINGAGREEMENT

August 2, 2018

Merrill Lynch, Pierce, Fenner & Smith IncorporatedDeutsche Bank Securities Inc.

as Representatives of the several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036

c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005

Ladies and Gentlemen:

Arlo Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated(“Merrill Lynch”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and each of the other Underwriters named in Schedule A hereto (collectively, the“Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch andDeutsche Bank are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by theUnderwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company(“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the optiondescribed in Section 2(b) hereof to purchase all or any part of 1,532,250 additional shares of Common Stock. The aforesaid 10,215,000 shares of CommonStock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 1,532,250 shares of Common Stock subject to the optiondescribed in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisableafter this Agreement has been executed and delivered.

The Company and the Underwriters agree that up to 5% of the Initial Securities to be purchased by the Underwriters (the “Reserved Securities”) shallbe reserved for sale by the Underwriters to certain persons designated by the Company (the “Invitees”), as part of the distribution of the Securities by the

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Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority,Inc. (“FINRA”) and all other applicable laws, rules and regulations. The Company solely determined, without any direct or indirect participation by theUnderwriters, the Invitees who may purchase Reserved Securities (including the maximum amount to be purchased by such persons) sold by theUnderwriters. To the extent that such Reserved Securities are not orally confirmed for purchase by Invitees by 11:59 P.M. (New York City time) on the firstbusiness day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-226088),including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the Securities Act of 1933, asamended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with theprovisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b)(“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time itbecame effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the“Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time itbecame effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule462(b) of the 1933 Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shallinclude the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus thatomitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a“preliminary prospectus.” The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, isherein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus orany amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic DataGathering, Analysis and Retrieval system or any successor system (“EDGAR”).

As used in this Agreement:

“Applicable Time” means 4:30 P.M., New York City time, on August 2, 2018 or such other time as agreed by the Company and theRepresentatives.

“Arlo Business” means the business, operations and activities of the Arlo segment of Parent conducted by either Parent, Arlo or any of theirrespective subsidiaries, as described in the Registration Statement.

“General Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the mostrecent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on Schedule B-1 hereto, allconsidered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”),including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the Securitiesthat is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule433(d)(8)(i), whether or not

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required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains adescription of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with theCommission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospectiveinvestors (other than a “ bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its beingspecified in Schedule B-2 hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free WritingProspectus.

“Parent” means NETGEAR, Inc., a Delaware corporation.

“Separation Agreement” means the Master Separation Agreement, of approximately even date herewith, by and among Parent and theCompany.

“Separation Transactions” means the transactions contemplated by the Transaction Agreements (as defined below) whereby Parent willcontribute the Arlo Business to the Company, which will occur prior to the completion of the offering.

“Transaction Agreements” means, collectively, the Separation Agreement, the transition services agreement, the tax matters agreement, theemployee matters agreement, the intellectual property rights cross-license agreement and the registration rights agreement, each described in theGeneral Disclosure Package under the caption “Certain Relationships and Related Party Transactions” and in substantially the form attached as anexhibit to the Registration Statement.

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d)of the 1933 Act.

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within themeaning of Rule 405 under the 1933 Act.

SECTION 1. Representations and Warranties .

(a) Representations and Warranties by the Company . The Company represents and warrants to each Underwriter as of the date hereof, the ApplicableTime, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

(i) Registration Statement and Prospectuses . Each of the Registration Statement and any post-effective amendment thereto has becomeeffective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto hasbeen issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by theCommission and no proceedings for any of those purposes have been instituted by or are pending before or, to the Company’s knowledge,contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information.

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Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the ClosingTime and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 ActRegulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission,and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with therequirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with thisoffering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,except to the extent permitted by Regulation S-T.

(ii) Accurate Disclosure . Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, at the ClosingTime or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state amaterial fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time and any Date ofDelivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together withthe General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the GeneralDisclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material factnecessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither theProspectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), atthe Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit tostate a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or anyamendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and inconformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. Forpurposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, ShortPositions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus(collectively, the “Underwriter Information”).

(iii) Issuer Free Writing Prospectuses . No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in theRegistration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded ormodified. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) such that no filing of any “roadshow” (as defined in Rule 433(h)) is required in connection with the offering of the Securities.

(iv) Testing-the-Waters Materials . The Company (A) has not engaged in any Testing-the-Waters Communication other thanTesting-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning ofRule 144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has notauthorized anyone other than the

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Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act onits behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communicationsother than those listed on Schedule D hereto.

(v) Company Not Ineligible Issuer . At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliesttime thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 ActRegulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without takingaccount of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(vi) Emerging Growth Company Status. From the time of the initial confidential submission of the Registration Statement to the Commission(or, if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in anyTesting-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined inSection 2(a) of the 1933 Act (an “Emerging Growth Company”).

(vii) Independent Accountants . The accountants who certified the audited financial statements and supporting schedules included in theRegistration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the 1933Act Regulations and the Public Company Accounting Oversight Board.

(viii) Financial Statements . The financial statements included in the Registration Statement, the General Disclosure Package and theProspectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Arlo Business on acarve-out basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Arlo Business on a carve-out basisfor the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”)applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordancewith GAAP the information required to be stated therein. The selected financial data and the summary financial information included in theRegistration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein andhave been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and therelated notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respectsthe information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financialstatements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable andthe adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(ix) No Material Adverse Change in Business . Except as otherwise stated therein or solely with respect to clauses (B) and (C) in connectionwith the Separation Transactions, since the respective dates as of which information is given in the Registration Statement, the General DisclosurePackage or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairsor business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary

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course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, otherthan those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and(C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(x) Good Standing of the Company . The Company has been duly organized and is validly existing as a corporation in good standing under thelaws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as describedin the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement;and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which suchqualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualifyor to be in good standing would not result in a Material Adverse Effect.

(xi) Good Standing of Subsidiaries . Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X)(each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of thejurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct itsbusiness as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business andis in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or theconduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except asotherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stockof each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or throughsubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capitalstock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries ofthe Company are the subsidiaries listed on Exhibit 21 to the Registration Statement, except for entities that have been omitted pursuant to Item 601(b)(21) of Regulation S-K.

(xii) Capitalization . The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the RegistrationStatement, the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except forsubsequent issuances, if any, pursuant to this Agreement or the Transaction Agreements, including in connection with the Separation Transactions,pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and theProspectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Packageand the Prospectus). The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid andnon-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights ofany securityholder of the Company.

(xiii) Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by the Company.

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(xiv) Authorization and Description of Securities . The Securities to be purchased by the Underwriters from the Company have been dulyauthorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to thisAgreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of theSecurities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms in all materialrespects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptionconforms to the rights set forth in the instruments defining the same in all material respects. No holder of Securities will be subject to personalliability solely by reason of being such a holder.

(xv) Registration Rights . Except as to the registration rights held by Parent, as disclosed in the Registration Statement, there are no personswith registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registeredfor sale or sold by the Company under the 1933 Act pursuant to this Agreement, other than those rights that have been disclosed in the RegistrationStatement, the General Disclosure Package and the Prospectus and have been waived.

(xvi) Absence of Violations, Defaults and Conflicts . Neither the Company nor any of its subsidiaries is (A) in violation of its charter, by-lawsor similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained inany contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or anyof its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any subsidiaryis subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a MaterialAdverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body,regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any oftheir respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate,result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Transaction Agreements and theconsummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus(including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption“Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action of theCompany and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, ordefault or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any propertiesor assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or RepaymentEvents or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result inany violation of (x) the provisions of the charter, by-laws or similar organizational document of the Company or any of its subsidiaries or (y) any law,statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (y), for such violations that wouldnot, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which givesthe holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase,redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

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(xvii) Absence of Labor Dispute . Except as would not result in a Material Adverse Effect, (i) no labor dispute with the employees of theCompany or any of its subsidiaries exists or, to the knowledge of the Company, is imminent and (ii) the Company is not aware of any existing orimminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors.

(xviii) Absence of Proceedings . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there isno action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Company,threatened, against or affecting the Company or any of its subsidiaries, which would result in a Material Adverse Effect, or which would materiallyand adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligationshereunder or the Separation Transactions; and the aggregate of all pending legal or governmental proceedings to which the Company or any suchsubsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement, theGeneral Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not result in a Material AdverseEffect.

(xix) Accuracy of Exhibits . There are no contracts or documents which are required to be described in the Registration Statement, the GeneralDisclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

(xx) Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decreeof, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with theoffering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the consummationof the Separation Transactions, except (A) such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations,the rules of the New York Stock Exchange, state securities laws or the rules of FINRA, (B) such as have been obtained under the laws and regulationsof jurisdictions outside the United States in which the Reserved Securities were offered and (C) such as which the failure to obtain would notmaterially hinder or delay the performance of this Agreement or the consummation of the transactions contemplated hereby.

(xxi) Possession of Licenses and Permits . The Company and its subsidiaries possess such permits, licenses, approvals, consents and otherauthorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business nowoperated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company andits subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singlyor in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when theinvalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in theaggregate, result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to therevocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling orfinding, would result in a Material Adverse Effect.

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(xxii) Title to Property . The Company and its subsidiaries have good and marketable title to all real property owned by them and good title toall other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions orencumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) donot, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be madeof such property by the Company or any of its subsidiaries or (C) would not, singly or in the aggregate, result in a Material Adverse Effect; and all ofthe leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company orany of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force andeffect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse tothe rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of theCompany or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claimsthat, if successful, would not, singly or in the aggregate, result in a Material Adverse Effect.

(xxiii) Possession of Intellectual Property . The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequatepatents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary orconfidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “IntellectualProperty”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any writtennotice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property owned by orexclusively licensed to the Company or any of its subsidiaries or of any facts or circumstances which would render any such Intellectual Propertyinvalid or unenforceable, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity orunenforceability, singly or in the aggregate, would result in a Material Adverse Effect.

(xxiv) Environmental Laws . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or wouldnot, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal,state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretationthereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, theenvironment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, withoutlimitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to themanufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “EnvironmentalLaws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws andare each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatoryor judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings arising underany Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events orcircumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by anyprivate party or Governmental Entity, against or affecting the Company or any of its subsidiaries arising under any Environmental Laws.

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(xxv) Accounting Controls . The Company maintains, and maintains on behalf of each of its subsidiaries, a system of internal accountingcontrols sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specificauthorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintainaccountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) therecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to anydifferences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’smost recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or notremediated) and (2) no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonablylikely to materially and adversely affect, the Company’s internal control over financial reporting.

(xxvi) Compliance with the Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that, upon the effectiveness of theRegistration Statement, it will be in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 and all rules andregulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”) that are then in effect and with which theCompany is required to comply as of the effectiveness of the Registration Statement, and is taking reasonable steps to enable it to be in materialcompliance with other provisions of the Sarbanes-Oxley Act not currently in effect, upon the effectiveness of such provisions, or which will becomeapplicable to the Company at all times after the effectiveness of the Registration Statement.

(xxvii) Payment of Taxes . Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) all tax returns of theCompany and its subsidiaries required by law to be filed have been filed and all taxes shown as due on such returns or otherwise required to be paidby the Company or any of its subsidiaries, which are due and payable, have been paid, in each case, except with respect to matters contested in goodfaith by appropriate proceedings or as to which adequate reserves have been provided in accordance with GAAP; and (B) except as otherwisedisclosed in the Registration Statement, the General Disclosure Package or the Prospectus, there is no tax deficiency that has been, or to theknowledge of the Company is threatened to be, asserted against the Company or any of its subsidiaries.

(xxviii) Insurance . The Company and its subsidiaries carry or are entitled to the benefits of insurance, with reputable insurers, in such amountsand covering such risks as is generally maintained by similarly sized companies engaged in the same or similar business, and all such insurance is infull force and effect, except as would not reasonably be expected to result in a Material Adverse Effect. The Company has no reason to believe that itor any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparablecoverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in aMaterial Adverse Effect. Neither of the Company nor any of its subsidiaries has been denied any material insurance coverage which it has sought orfor which it has applied relating to its business.

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(xxix) Investment Company Act . The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and theapplication of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus under thecaption “Use of Proceeds” will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the“1940 Act”).

(xxx) Absence of Manipulation . Neither the Company nor any controlled affiliate of the Company has taken, nor will the Company or anycontrolled affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, thestabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation ofRegulation M under the 1934 Act.

(xxxi) Foreign Corrupt Practices Act . None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly orindirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulationsthereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly infurtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, orauthorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or officialthereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, itsaffiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure,and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxii) Money Laundering Laws . The operations of the Company and its subsidiaries are and have been conducted at all times in compliancewith applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, themoney laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulationsor guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit orproceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws ispending or, to the knowledge of the Company, threatened.

(xxxiii) OFAC . None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee,affiliate or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctionsadministered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of ForeignAssets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevantsanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject ofSanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise makeavailable such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in anycountry or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person(including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Except as disclosed in theRegistration Statement, for the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaging in,and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is orwas the subject of Sanctions.

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(xxxiv) Sales of Reserved Securities . In connection with any offer and sale of Reserved Securities outside the United States, each preliminaryprospectus, the Prospectus and any amendment or supplement thereto, at the time it was distributed, complied and will comply in all material respectswith any applicable laws or regulations of foreign jurisdictions in which the same is distributed. The Company has not offered, or caused theRepresentatives to offer, Reserved Securities to any person with the specific intent to unlawfully influence (i) a customer or supplier of the Companyor any of its affiliates to alter the customer’s or supplier’s level or type of business with any such entity or (ii) a trade journalist or publication to writeor publish favorable information about the Company or any of its affiliates, or their respective businesses or products.

(xxxv) Lending Relationship . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, theCompany (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend touse any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(xxxvi) Statistical and Market-Related Data . Nothing has come to the attention of the Company that has caused the Company to believe that thestatistical and market-related data included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and theProspectus are not based on or derived from sources that are reliable and accurate in all material respects and, to the extent required, the Company hasobtained written consent to the use of such data from such sources.

(xxxvii) Cybersecurity . (i) To the Company’s knowledge, there has been no security breach of or relating to any of the Company’s and itssubsidiaries’ critical information technology systems (“IT Systems”) including networks, hardware, software and data and (ii) to its knowledge, theCompany and its subsidiaries have complied, and are presently in compliance with all applicable laws, internal policies and contractual obligationsrelating to the privacy and security of IT Systems and to the protection of such IT Systems from unauthorized use or access, except, in the case of(i) or (ii), as would not have a Material Adverse Effect.

(b) Officer’s Certificates . Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or tocounsel for the Underwriters shall be deemed a representation and warranty by the Company or such subsidiary, as applicable, to each Underwriter as to thematters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing .

(a) Initial Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, theCompany agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from theCompany, at the price per share set forth in Schedule A, that number of Initial Securities set forth in Schedule A opposite the name of such Underwriter,plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof,subject, in each case, to such adjustments among the Underwriters as Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases offractional shares.

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(b) Option Securities . In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions hereinset forth, the Company hereby grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,532,250 shares of CommonStock, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payableon the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may beexercised in whole or in part at any time from time to time upon notice by the Representatives to the Company setting forth the number of Option Securitiesas to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such timeand date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exerciseof said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of theUnderwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the numberof Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, tosuch adjustments as Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

(c) Payment . Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at theoffices of Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025, or at such other place as shall be agreed upon by the Representatives andthe Company, at 9:00 A.M. (New York City time) on the second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day)business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business daysafter such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “ClosingTime”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofcertificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed uponby the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company againstdelivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased bythem. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of thepurchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and not asrepresentative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities,if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be,but such payment shall not relieve such Underwriter from its obligations hereunder.

SECTION 3. Covenants of the Company . The Company covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests . The Company, subject to Section 3(b), will comply with the requirements ofRule 430A, and will promptly notify the Representatives, and confirm the notice in writing, (i) when any post-effective amendment to the RegistrationStatement shall become effective or any amendment or supplement to the Prospectus shall

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have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the RegistrationStatement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop ordersuspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of anypreliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiationor threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning theRegistration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of theSecurities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (withoutreliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing underRule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will usereasonable best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof assoon as practicable.

(b) Continued Compliance with Securities Laws . The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit thecompletion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package andthe Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations(“Rule 172”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist asa result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that theRegistration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary tomake the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General DisclosurePackage or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order tomake the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the RegistrationStatement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the1933 Act or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment orsupplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or theProspectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies ofany such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or useany such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object in a timely manner. The Companywill furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company hasgiven the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; theCompany will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish theRepresentatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or useany such document to which the Representatives or counsel for the Underwriters shall reasonably object in a timely manner.

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(c) Delivery of Registration Statements . The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, withoutcharge, conformed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and conformedcopies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the RegistrationStatement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and eachamendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant toEDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses . The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus assuch Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Companywill furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwritermay reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronicallytransmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Blue Sky Qualifications . The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities foroffering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and tomaintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not beobligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it isnot so qualified or to subject itself to taxation in any jurisdiction in which it is not otherwise so subject.

(f) Rule 158 . The Company will timely file such reports pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), as arenecessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to theUnderwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(g) Use of Proceeds . The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the RegistrationStatement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(h) Listing . The Company will use its reasonable efforts to effect and maintain the listing of the Common Stock (including the Securities) on the NewYork Stock Exchange.

(i) Restriction on Sale of Securities . During a period of 180 days from the date of the Prospectus, the Company will not, without the prior writtenconsent of Merrill Lynch and Deutsche Bank, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchaseany option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or anysecurities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration statement under the 1933 Actwith respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly orindirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to besettled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be soldhereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstandingon the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stockissued or options to purchase Common

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Stock or equity awards granted pursuant to any employee benefit plans of the Company referred to in the Registration Statement, the General DisclosurePackage and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planreferred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) the filing of any registration statement on Form S-8relating to securities granted or to be granted pursuant to any employee benefit plans of the Company referred to in the Registration Statement, the GeneralDisclosure Package and the Prospectus.

(j) If Merrill Lynch and Deutsche Bank, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement described inSection 5(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three businessdays before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release containinglanguage substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release orwaiver.

(k) Reporting Requirements . The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded byRule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Actwithin the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report the use of proceeds from the issuance ofthe Securities as may be required under Rule 463 under the 1933 Act.

(l) Issuer Free Writing Prospectuses . The Company agrees that, unless it obtains the prior written consent of the Representatives (which consent shallnot be unreasonably withheld, conditioned or delayed), it will not make any offer relating to the Securities that would constitute an Issuer Free WritingProspectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission orretained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listedon Schedule B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by theRepresentatives. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consentedto, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicablerequirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any timefollowing issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free WritingProspectus conflicted or would conflict with the information contained in (A) the Registration Statement, (B) the most recent preliminary prospectus or(C) the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order tomake the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify theRepresentatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,untrue statement or omission.

(m) Compliance with FINRA Rules . The Company hereby agrees that it will ensure that the Reserved Securities will be restricted as required byFINRA or the FINRA rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. TheUnderwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct thetransfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from suchrestrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable, documented expenses (including, withoutlimitation, legal expenses) they incur in connection with such release.

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(n) Testing-the-Waters Materials . If at any time following the distribution of any Written Testing-the-Waters Communication there occurred oroccurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of amaterial fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing atthat subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense,such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(o) Emerging Growth Company Status . The Company will promptly notify the Representatives if the Company ceases to be an Emerging GrowthCompany at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the Securities Act and (ii) completion ofthe 180-day restricted period referred to in Section 3(i).

(p) Certification Regarding Beneficial Owners . The Company will deliver to the Representatives, on the date of execution of this Agreement, aproperly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation,and the Company undertakes to provide such additional supporting documentation as the Representatives may reasonably request in connection with theverification of the foregoing certification.

SECTION 4. Payment of Expenses .

(a) Expenses . The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including(i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendmentthereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and theProspectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters toinvestors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock orother transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees anddisbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with theprovisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewithand in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar forthe Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with themarketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses ofany consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company andany such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, provided, however, that the cost of anyaircraft chartered in connection with the road show shall be paid 50% by the Company and 50% by the Underwriters, (viii) the filing fees incident to, andthe reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities,with such legal fees, taken together with the legal fees described in clause (v) above, not to exceed $50,000, (ix) the fees and expenses incurred inconnection with the listing of the Securities on the New York Stock Exchange, (x) the costs and expenses (including, without limitation, any damages orother amounts payable in connection with legal or

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contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of therepresentation contained in the third sentence of Section 1(a)(ii) and (xi) all costs and expenses of the Underwriters, including the fees and disbursements ofcounsel for the Underwriters, in connection with matters related to the Reserved Securities which are designated by the Company for sale to Invitees.

(b) Termination of Agreement . If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i)or (iii) or Section 10 hereof, the Company shall reimburse the non-defaulting Underwriters for all of their documented out-of-pocket expenses, including thereasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters hereunder are subject to the accuracy of therepresentations and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuantto the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement; Rule 430A Information . The Registration Statement, including any Rule 462(b) Registration Statement,has become effective and, at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendmentthereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued andno proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated; and the Company hascomplied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have beenfiled with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effectiveamendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule430A.

(b) Opinion of Counsel for Company . At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Wachtell,Lipton, Rosen & Katz, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed orreproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto.

(c) Opinion of Counsel for Underwriters . At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, ofLatham & Watkins LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Representatives, together with signed orreproduced copies of such letter for each of the other Underwriters.

(d) Officers’ Certificate . At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information isgiven in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise,or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in theordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer or the President of the Company and ofthe chief financial or chief accounting officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change,(ii) the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made atand as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at orprior to the Closing Time, and (iv) no stop order

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suspending the effectiveness of the Registration Statement under the 1933 Act has been issued by the Commission, no order preventing or suspending theuse of any preliminary prospectus or the Prospectus has been issued by and no proceedings for any of those purposes have been instituted by or are pendingbefore or, to their knowledge, contemplated by the Commission.

(e) CFO Certificate. At the Closing Time, the Representatives shall have received a certificate signed by the chief financial officer of the Company,dated the Closing Time, certifying certain financial information contained in the Registration Statement, the General Disclosure Package and theProspectus, substantially in the form attached as Exhibit D hereto. 1

(f) Accountant’s Comfort Letter . At the time of the execution of this Agreement, the Representatives shall have received fromPricewaterhouseCoopers LLP a letter, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copiesof such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” tounderwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General DisclosurePackage and the Prospectus.

(g) Bring-down Comfort Letter . At the Closing Time, the Representatives shall have received from PricewaterhouseCoopers LLP a letter, dated as ofthe Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except that thespecified date referred to shall be a date not more than three business days prior to the Closing Time.

(h) Approval of Listing . At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only toofficial notice of issuance.

(i) No Objection . FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting termsand arrangements relating to the offering of the Securities.

(j) Lock-up Agreements . At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit Bhereto signed by the persons listed on Schedule C hereto.

(k) Maintenance of Rating . Neither the Company nor its subsidiaries have any debt securities or preferred stock that are rated by any “nationallyrecognized statistical rating organization” (as defined in Section 3(a)(62) of the 1934 Act).

(l) Conditions to Purchase of Option Securities . In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchaseall or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificatesfurnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery,the Representatives shall have received:

(i) Officers’ Certificate . A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chieffinancial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereofremains true and correct as of such Date of Delivery.

1 NTD: CFO certificate forthcoming.

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(ii) CFO Certificate . A certificate, dated such Date of Delivery, of the chief financial officer of the Company to the same effect as thecertificate required by Section 5(e) hereof.

(iii) Opinion of Counsel for Company . If requested by the Representatives, the opinion of Wachtell, Lipton, Rosen & Katz, counsel for theCompany, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the OptionSecurities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iv) Opinion of Counsel for Underwriters . If requested by the Representatives, the opinion of Latham & Watkins LLP, counsel for theUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the sameeffect as the opinion required by Section 5(c) hereof.

(v) Bring-down Comfort Letter . If requested by the Representatives, a letter from PricewaterhouseCoopers LLP, in form and substancesatisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to theRepresentatives pursuant to Section 5(f) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date notmore than three business days prior to such Date of Delivery.

(m) Additional Documents . At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished withsuch documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as hereincontemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactoryin form and substance to the Representatives and counsel for the Underwriters.

(n) Completion of the Separation Transactions . The Separation Transactions shall have been consummated in all material respects as described in theRegistration Statement, General Disclosure Package and the Prospectus.

(o) Termination of Agreement . If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, thisAgreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of theseveral Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by written notice to the Company at any time ator prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party exceptas provided in Section 4 and except that Sections 1, 6, 7, 8, 14 , 15 and 16 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification .

(a) Indemnification of Underwriters . The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined inRule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning ofSection 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

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(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untruestatement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or theomission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading orarising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free WritingProspectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplementthereto) or any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or allegedomission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus or in anyroadshow of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, notmisleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid insettlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claimwhatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject toSection 6(d) below) any such settlement is effected with the written consent of the Company;

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonablyincurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body,commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement oromission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untruestatement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430AInformation, any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General DisclosurePackage or the Prospectus (or any amendment or supplement thereto) or any roadshow in reliance upon and in conformity with the UnderwriterInformation.

(b) Indemnification of Company, Directors and Officers . Each Underwriter severally agrees to indemnify and hold harmless the Company, itsdirectors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained insubsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in theRegistration Statement (or any amendment thereto), including the Rule 430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus,any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or anyroadshow in reliance upon and in conformity with the Underwriter Information.

(c) Actions against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying partyof any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relievesuch indemnifying party from any liability hereunder to the extent it is not materially prejudiced (through the forfeiture of substantive rights or defenses) asa result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity

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agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, inthe case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying partymay participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with theconsent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of morethan one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separatebut similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without theprior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or anyinvestigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnificationor contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto),unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation,investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of anyindemnified party.

(d) Settlement without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimbursethe indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplatedby Section 6(a)(ii) or settlement of any claim in connection with any violation referred to in Section 6(e) effected without its written consent if (i) suchsettlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall havereceived notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not havereimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e) Indemnification for Reserved Securities . In connection with the offer and sale of the Reserved Securities, the Company agrees to indemnify andhold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of eitherSection 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the “Indemnified Parties”), from and against any and all loss, liability, claim,damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settlingany such action or claim), as incurred, (i) arising out of any untrue statement or alleged untrue statement of a material fact contained in any other materialprepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by anyomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,(ii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Inviteeby 11:59 P.M. (New York City time) on the first business day after the date of the Agreement or (iii) related to, or arising out of or in connection with, theoffering of the Reserved Securities; provided that no indemnification shall be available under this section (e) for any loss, liability, claim, damage orexpense which shall have been finally judicially determined by a court of competent jurisdiction to have been caused by the gross negligence or willfulmisconduct of any Indemnified Party.

SECTION 7. Contribution . If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless anindemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to theaggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as isappropriate to reflect the relative benefits

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received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) ifthe allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referredto in clause (i) above but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other hand, in connection with thestatements or omissions, or in connection with any violation of the nature referred to in Section 6(e) hereof, which resulted in such losses, liabilities, claims,damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of theSecurities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securitiespursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discount received by theUnderwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securitiesas set forth on the cover of the Prospectus.

The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information suppliedby the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent suchstatement or omission or any violation of the nature referred to in Section 6(e) hereof.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rataallocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of theequitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by anindemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnifiedparty in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced orthreatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwritingcommissions received by such Underwriter in connection with the Shares underwritten by it and distributed to the public.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from anyperson who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of theCompany, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning ofSection 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respectiveobligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names inSchedule A hereto and not joint.

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SECTION 8. Representations, Warranties and Agreements to Survive . All representations, warranties and agreements contained in this Agreement orin certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardlessof (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers ordirectors or any person controlling the Company and (ii) delivery of and payment for the Securities.

SECTION 9. Termination of Agreement .

(a) Termination . The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if therehas been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information isgiven in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise,or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in theordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the internationalfinancial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective changein national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of theRepresentatives, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) iftrading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or (iv) if tradinggenerally on the NYSE MKT or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, orminimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of theCommission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement orclearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared byeither Federal or New York authorities.

(b) Liabilities . If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other partyexcept as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 14 , 15 and 16 shall survive such termination and remain in full forceand effect.

SECTION 10. Default by One or More of the Underwriters . If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery topurchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have theright, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonablysatisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the termsherein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of thenon-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respectiveunderwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

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(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, withrespect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, theOption Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after theClosing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant OptionSecurities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date ofDelivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the GeneralDisclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substitutedfor an Underwriter under this Section 10.

SECTION 11. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed ortransmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to Merrill Lynch at One Bryant Park, New York, NewYork 10036, attention of Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730) and to Deutsche Bankat 60 Wall Street, 4th Floor, New York, New York 10005, Attention: Equity Capital Markets – Syndicate Desk, with a copy to Deutsche Bank SecuritiesInc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, fax: (212) 797-4564; notices to the Company shall be directed toit at 350 East Plumeria Drive, San Jose, California 95134, attention of Andrew W. Kim.

SECTION 12. No Advisory or Fiduciary Relationship . The Company acknowledges and agrees that (a) the purchase and sale of the Securitiespursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is anarm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with theoffering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary ofthe Company, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or willassume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities or the process leading thereto(irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriterhas any obligation to the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) theUnderwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and(e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities and the Company hasconsulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

SECTION 13. Parties . This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respectivesuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than theUnderwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 andtheir heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.

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This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company andtheir respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no otherperson, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 14. Trial by Jury . The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legalproceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 15. GOVERNING LAW . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER ORRELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OFNEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

SECTION 16. Consent to Jurisdiction; Waiver of Immunity . Any legal suit, action or proceeding arising out of or based upon this Agreement or thetransactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City andCounty of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough ofManhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted inregard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any suchsuit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service ofprocess for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying ofvenue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any suchcourt that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 17. TIME . TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN,SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 18. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but allsuch counterparts shall together constitute one and the same Agreement. Delivery of an executed signature page to this Agreement by facsimile or otherelectronic transmission (e.g., by .PDF or .TIF file) shall be effective as delivery of a manually executed counterpart hereof.

SECTION 19. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereuponthis instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.

Very truly yours,

ARLO TECHNOLOGIES, INC.

By /s/ Brian Busse Title: General Counsel

CONFIRMED AND ACCEPTED,as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDDEUTSCHE BANK SECURITIES INC.

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By /s/ Gary J. Kirkham

Authorized Signatory By: DEUTSCHE BANK SECURITIES INC.

By /s/ Francis Windels Authorized Signatory

By /s/ Stephen Lambrix

Authorized Signatory

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SCHEDULE A

The initial public offering price per share for the Securities shall be $16.00.

The purchase price per share for the Securities to be paid by the several Underwriters shall be $14.88, being an amount equal to the initial public offeringprice set forth above less $1.12 per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company andpayable on the Initial Securities but not payable on the Option Securities. Name of Underwriter

Number of Initial Securities

Merrill Lynch, Pierce, Fenner & Smith Incorporated 4,086,000 Deutsche Bank Securities Inc. 3,064,500 Guggenheim Securities LLC 1,021,500 Raymond James & Associates, Inc. 1,021,500 Cowen and Company, LLC 510,750 Imperial Capital, LLC 510,750

Total 10,215,000

Sch A-1

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SCHEDULE B-1

Pricing Terms

1. The Company is selling 10,215,000 shares of Common Stock.

2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,532,250 shares of Common Stock.

3. The initial public offering price per share for the Securities shall be $16.00.

SCHEDULE B-2

Free Writing Prospectuses

Free Writing Prospectus filed with the Securities and Exchange Commission on August 1, 2018 relating to the preliminary prospectus dated July 23, 2018that was included in Amendment No. 1 to the Registration Statement on Form S-1, Registration No. 333-226088.

Sch B - 1

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SCHEDULE C

List of Persons and Entities Subject to Lock-up

Officers and Directors of Arlo Technologies, Ltd.

Matthew McRae, Chief Executive Officer and Director

Christine M. Gorjanc, Chief Financial Officer

Patrick J. Collins III, Senior Vice President of Product

Brian Busse, General Counsel and Secretary

Ralph E. Faison, Chairman

Jocelyn E. Carter-Miller, Director

Patrick C.S. Lo, Director

Grady K. Summers, Director

Entities

NETGEAR, Inc.

Sch C - 1

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SCHEDULE D

Written Testing-the-Waters Communications

Testing-the-Waters presentation confidentially provided to the Securities and Exchange Commission on June 14, 2018.

Sch D - 1

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Exhibit A

FORM OF OPINION OF COMPANY’S COUNSELTO BE DELIVERED PURSUANT TO SECTION 5(b)

A-1

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Exhibit B

[•], 2018

Merrill Lynch, Pierce, Fenner & Smith Incorporated,Deutsche Bank Securities Inc.

as Representatives of the severalUnderwriters to be named in thewithin-mentioned Underwriting Agreement

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant ParkNew York, New York 10036

c/o Deutsche Bank Securities Inc.60 Wall Street, 4th FloorNew York, New York 10005

Re: Proposed Public Offering by Arlo Technologies, Ltd.

Dear Sirs:

The undersigned, a stockholder [and an officer and/or director] of Arlo Technologies, Ltd., a Delaware corporation (the “Company”), understands thatMerrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters (the“Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering(the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit thatsuch an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the UnderwritingAgreement that, during the period beginning on the date hereof and ending on the date that is [145][180] days from the date of the Underwriting Agreement(the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell,contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwisetransfer or dispose of any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock,whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition(collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed orcause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into anyswap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of theLock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If theundersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering.

B-1

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If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date ofany release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify theCompany of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiverby press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted bythe Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. Theprovisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee hasagreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of thetransfer.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer or otherwise dispose of the Lock-Up Securitieswithout the prior written consent of the Representatives:

(i) as a bona fide gift or gifts; or

(ii) as a charitable donation; or

(iii) by will or intestate succession or for other estate planning purposes, including to the transferee’s nominee or custodian; or

(iv) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned

(for purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote thanfirst cousin); or

(v) pursuant to an order of a court of competent jurisdiction or settlement or other domestic order related to the distribution of assets in connectionwith the dissolution of a marriage or civil union; or

(vi) pursuant to the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock

units granted pursuant to equity incentive plans of the Company and its subsidiaries, provided that the provisions of this letter agreement shallapply to any securities issued upon such exercise; or

(vii) pursuant to forfeitures of shares of Common Stock to the Company to satisfy tax withholding requirements upon the vesting of equity-basedawards granted under an equity incentive plan; or

(viii) if such shares were acquired in open market transactions; or

(ix) pursuant to a bona fide third-party tender offer, merger, consolidation, business combination, stock purchase or other similar transaction orseries of related transactions approved by the Board of Directors of the Company and made to all holders of the Common Stock of theCompany and that would result in a Change in Control, provided, that in the event that such tender offer, merger, consolidation, businesscombination, stock purchase or transaction or series of related transactions is not completed, the undersigned’s shares of Common Stock shallremain subject to the restrictions set forth herein; or

B-2

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(x) by a transfer of the undersigned’s shares of Common Stock to the Underwriters pursuant to the Underwriting Agreement; or

(xi) pursuant to repurchases of the undersigned’s shares of the Common Stock by the Company or its affiliates; or

(xii) as a distribution to limited partners or stockholders of the undersigned; or

(xiii) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or

(xiv) to any corporation, partnership or other business entity with whom the undersigned shares in common an investment manager or advisor which

has investment discretionary authority with respect to the undersigned’s and the entity’s investments pursuant to an investment advisory orsimilar agreement;

provided that (A) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iii), (iv), (v), (x), (xi), (xii), (xiii), (xiv) or (xv), the Representativesreceive a signed lock-up agreement from each donee, trustee, distributee, or transferee, as the case may be, stating that such donee, trustee, distributee, ortransferee is receiving and holding such securities subject to the provisions of this letter agreement for the balance of the Lock-Up Period; (B) in the case ofany transfer or distribution pursuant to clauses (i), (ii) or (iv), any such transfer shall not involve a disposition for value; (C) in the case of any transfer ordistribution pursuant to clauses (vi) or (vii), if such transfers are required to be reported to the Securities and Exchange Commission on Form 4 inaccordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the Lock-Up Period or the undersignedvoluntarily effects any public reporting pursuant to Section 16 of the Exchange Act regarding such transfers during the Lock-Up Period, then theundersigned shall disclose in such report the reasons for such transfers and (D) in the case of any transfer or distribution pursuant to clauses (i), (ii), (iv),(viii) and (xiv), such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise, andthe undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on a Form 5 made after theexpiration of the Lock-Up Period). For purposes of this letter agreement, “Change in Control” shall mean any bona fide third party tender offer, merger,consolidation or other similar transaction, in one transaction or a series of related transactions, to a person or group of affiliated persons (other than anUnderwriter pursuant to the Public Offering), the result of which such person or group of affiliated persons (other than an Underwriter pursuant to theOffering) shall become, after the completion of such transaction or transactions, the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the ExchangeAct) of more than 50% of the total voting power of the outstanding voting securities of the Company (or the surviving entity).

Nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act(“10b5-1 trading plan”) so long as there are no sales of Lock-Up Securities under such plans during the Lock-Up Period; and provided that theestablishment of a 10b5-1 trading plan or the amendment of a 10b5-1 trading plan shall only be permitted if (i) the establishment of such plan is not requiredto be reported in any public report or filing with the SEC, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing orreport regarding the establishment of such plan during the Lock-Up Period.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transferof the Lock-Up Securities except in compliance with the foregoing restrictions.

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Notwithstanding anything to the contrary contained herein, this letter agreement (and, for the avoidance of doubt, the Lock-Up Period describedherein) and the related restrictions shall automatically terminate and the undersigned shall be released from all obligations hereunder upon the earliest tooccur, if any, of (i) in each case prior to the execution of the Underwriting Agreement, the Representatives advise the Company in writing that they have, orthe Company advises the Representatives in writing that it has, determined not to proceed with the Public Offering, (ii) the registration statement related tothe Public Offering is withdrawn, (iii) the Underwriting Agreement is executed but is terminated (other than the provisions thereof which survivetermination) prior to delivery of Common Stock by the Company to the Underwriters in exchange for payment therefor and (iv) [•], 2018, in the event thatthe Underwriting Agreement has not been executed by such date.

This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed inaccordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

Very truly yours, Signature: Print Name:

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Exhibit C

FORM OF PRESS RELEASETO BE ISSUED PURSUANT TO SECTION 3(j)

ARLO TECHNOLOGIES, INC.[Date]

Arlo Technologies, Inc. (the “Company”) announced today that BofA Merrill Lynch and Deutsche Bank Securities, Inc., the lead book-running managers inthe Company’s recent initial public offering of [•] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of theCompany’s common stock held by [certain officers or directors of] [an officer or director of] the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date.

ThispressreleaseisnotanofferforsaleofthesecuritiesintheUnitedStatesorinanyotherjurisdictionwheresuchofferisprohibited,andsuchsecuritiesmaynotbeofferedorsoldintheUnitedStatesabsentregistrationoranexemptionfromregistrationundertheUnitedStatesSecuritiesActof1933,asamended.

C-1

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Exhibit D

FORM OF CFO CERTIFICATED-1

E-1

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Exhibit10.1

EXECUTIONVERSION

MASTERSEPARATIONAGREEMENT

BY AND BETWEEN

NETGEAR, INC.

AND

ARLO TECHNOLOGIES, INC.

Dated as of August 2, 2018

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TABLE OF CONTENTS Page SCHEDULES iv

EXHIBITS iv

ARTICLE I DEFINITIONS 2

ARTICLE II THE SEPARATION 16

2.1 Transfer of Assets and Assumption of Liabilities 16 2.2 Arlo Assets; Parent Assets 19 2.3 Arlo Liabilities; Parent Liabilities 22 2.4 Separation Date 24 2.5 Approvals and Notifications 24 2.6 Assignment and Novation of Liabilities 27 2.7 Release of Guarantees 29 2.8 Termination of Agreements 30 2.9 Treatment of Shared Contracts 31 2.10 Bank Accounts; Cash Balances 32 2.11 Ancillary Agreements 33 2.12 Disclaimer of Representations and Warranties 33

ARTICLE III THE IPO 33

3.1 Sole and Absolute Discretion; Cooperation 33 3.2 Actions Prior to the IPO 34 3.3 Conditions Precedent to Consummation of the IPO 35

ARTICLE IV THE DISTRIBUTION 36

4.1 Sole and Absolute Discretion; Cooperation 36 4.2 Actions Prior to the Distribution 37 4.3 Conditions to the Distribution 37 4.4 The Distribution 38

ARTICLE V MUTUAL RELEASES; INDEMNIFICATION 40

5.1 Release of Pre-Separation Claims 40 5.2 Indemnification by Arlo 43 5.3 Indemnification by Parent 44 5.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts 45 5.5 Procedures for Indemnification of Third-Party Claims 45 5.6 Additional Matters 48 5.7 Right of Contribution 49 5.8 Covenant Not to Sue 50 5.9 Remedies Cumulative 50 5.10 Survival of Indemnities 50

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ARTICLE VI CERTAIN OTHER MATTERS 50

6.1 Arlo Financial Covenants 50 6.2 Auditors and Audits; Annual Financial Statements and Accounting 53 6.3 Parent Financial Information Certifications 55 6.4 Covenants Relating to the Incurrence of Indebtedness 55 6.5 Other Covenants 56 6.6 Intellectual Property Developed Between the Separation and the Distribution 58 6.7 Names Following the Separation 58 6.8 Insurance Matters 60 6.9 Late Payments 62 6.10 Inducement 63 6.11 Post-Separation Time Conduct 63

ARTICLE VII EXCHANGE OF INFORMATION; CONFIDENTIALITY 63

7.1 Agreement for Exchange of Information 63 7.2 Ownership of Information 63 7.3 Compensation for Providing Information 64 7.4 Record Retention 64 7.5 Limitations of Liability 64 7.6 Other Agreements Providing for Exchange of Information 65 7.7 Production of Witnesses; Records; Cooperation 65 7.8 Privileged Matters 66 7.9 Confidentiality 68 7.10 Protective Arrangements 69

ARTICLE VIII DISPUTE RESOLUTION 70

8.1 Good Faith Officer Negotiation 70 8.2 Good-Faith Negotiation 70 8.3 Arbitration 70 8.4 Litigation and Unilateral Commencement of Arbitration 71 8.5 Conduct During Dispute Resolution Process 71

ARTICLE IX FURTHER ASSURANCES AND ADDITIONAL COVENANTS 72

9.1 Further Assurances 72

ARTICLE X TERMINATION 72

10.1 Termination by Mutual Consent 72 10.2 Other Termination 72 10.3 Effect of Termination 73

ARTICLE XI MISCELLANEOUS 73

11.1 Counterparts; Entire Agreement; Corporate Power 73 11.2 Governing Law 74 11.3 Assignability 74 11.4 Third-Party Beneficiaries 74 11.5 Notices 75

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11.6 Severability 76 11.7 Force Majeure 76 11.8 No Set-Off 76 11.9 Expenses 76 11.10 Headings 76 11.11 Survival of Covenants 76 11.12 Waivers of Default 77 11.13 Specific Performance 77 11.14 Amendments 77 11.15 Interpretation 77 11.16 Limitations of Liability 78 11.17 Performance 78 11.18 Mutual Drafting 78

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SCHEDULES Schedule 1.1(a) Arlo BusinessSchedule 1.1(b) Parent BusinessSchedule 1.2(a) Arlo Customer ContractsSchedule 1.2(b) Arlo Vendor ContractsSchedule 1.2(c) Arlo License AgreementsSchedule 1.2(l) Other Arlo ContractsSchedule 1.3 Arlo Core SoftwareSchedule 1.4 Arlo Information TechnologySchedule 1.5 Parent Information TechnologySchedule 1.6 Arlo MarksSchedule 1.7 Arlo PatentsSchedule 1.8(a) Arlo Real PropertySchedule 1.8(b) Arlo LeasesSchedule 1.9 Arlo Registered IPSchedule 1.10 Arlo TechnologySchedule 1.11 Transferred EntitiesSchedule 2.1(a) Plan of ReorganizationSchedule 2.2(a)(xv) Arlo Tangible Personal PropertySchedule 2.2(a)(xvi) Other Arlo AssetsSchedule 2.2(a)(xvii) Excluded Arlo AssetsSchedule 2.2(b)(xi) Other Parent AssetsSchedule 2.3(a)(v) Arlo LiabilitiesSchedule 2.3(a)(viii) Arlo Third-Party ClaimsSchedule 2.3(a)(ix) Excluded Arlo LiabilitiesSchedule 2.3(b)(iv) Parent LiabilitiesSchedule 2.3(b)(v) Parent Third-Party ClaimsSchedule 2.7 Guarantee ExceptionsSchedule 2.8(b)(ii) Intercompany Agreements (Non-Termination)Schedule 2.9 Shared ContractsSchedule 5.5(b) Shared Third-Party ClaimsSchedule 6.5(c) Other CovenantsSchedule 11.9 Expense Allocation

EXHIBITS Exhibit A Amended and Restated Certificate of Incorporation of ArloExhibit B Amended and Restated Bylaws of Arlo

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MASTERSEPARATIONAGREEMENT

This MASTER SEPARATION AGREEMENT, dated as of August 2, 2018 (this “ Agreement ”), is by and between NETGEAR, Inc., aDelaware corporation (“ Parent ”), and Arlo Technologies, Inc., a Delaware corporation (“ Arlo ”). Capitalized terms used herein and not otherwise definedshall have the respective meanings assigned to them in Article I .

R E C I T A L S

WHEREAS, the board of directors of Parent (the “ Parent Board ”) has determined that it is in the best interests of Parent and its stockholders tocreate a new publicly traded company that shall operate the Arlo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board and the board of directors of Arlo (the “ Arlo Board ”) have determined that it isappropriate and desirable for Parent and its applicable Subsidiaries to transfer the Arlo Assets to Arlo and its applicable Subsidiaries, and for Arlo and itsapplicable Subsidiaries to assume the Arlo Liabilities, in each case, as more fully described in this Agreement and the Ancillary Agreements (the “Separation ”);

WHEREAS, the Parent Board has further determined that it is appropriate and desirable, on the terms and conditions contemplated hereby, forArlo to make an offer and sale to the public of a limited number of shares of the common stock, par value $0.001 per share, of Arlo (the “ Arlo CommonStock ”), pursuant to a registration statement on Form S-1, as more fully described in this Agreement and the Ancillary Agreements (the “ IPO ”),immediately following which offering and sale Parent will own 80.1% or more of the outstanding Arlo Common Stock;

WHEREAS, Parent currently intends that, after the IPO, Parent shall distribute to holders of shares of the common stock, par value $0.001 pershare, of Parent (the “ Parent Common Stock ”), the outstanding shares of Arlo Common Stock then owned directly by Parent, as more fully described inthis Agreement and the Ancillary Agreements (the “ Distribution ”);

WHEREAS, it is intended that, for U.S. federal income tax purposes, (i) the transfer by Parent of the Arlo Assets and the Arlo Liabilities toArlo in actual or constructive exchange for the issuance by Arlo to Parent of shares of Arlo Common Stock pursuant to the Plan of Reorganization(collectively, the “ Contribution ”) qualify as an exchange described in Section 351(a) of the Code and/or (ii) the Contribution and the Distribution, ifeffected, taken together, qualify as a reorganization within the meaning of Sections 355 and 368(a)(1)(D) of the Code, and this Agreement is intended to be,and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g); and

WHEREAS, each of Parent and Arlo has determined that it is appropriate and desirable to set forth the principal corporate transactions requiredto effect the Separation, the IPO and the Distribution and certain other agreements that will govern certain matters relating to the Separation, the IPO andthe Distribution and the relationship of Parent, Arlo and the members of their respective Groups following the IPO and the Distribution.

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NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree asfollows:

ARTICLE IDEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Accounts Payable ” shall mean any and all trade and non-trade accounts payable of either Party or member of its Group.

“ Accounts Receivable ” shall mean any and all trade and non-trade accounts receivable of either Party or member of its Group.

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of anynature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign orinternational Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries,controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including, with correlativemeanings, “controlled by” and “under common control with”), when used with respect to any specified Person, shall mean the possession, directly orindirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securitiesor other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking orotherwise. It is expressly agreed that, prior to, at and after the Separation Time, for purposes of this Agreement and the Ancillary Agreements, (a) nomember of the Arlo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed tobe an Affiliate of any member of the Arlo Group.

“ Agent ” shall mean the trust company or bank to be duly appointed by Parent to act as distribution agent to distribute to the stockholders ofParent all of the shares of Arlo Common Stock held by Parent in connection with the Distribution.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Ancillary Agreements ” shall mean all agreements (other than this Agreement) entered into by the Parties or the members of their respectiveGroups (but as to which no Third Party is a party) in connection with the Separation, the IPO, the Distribution or the other transactions contemplated by thisAgreement, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the License Agreement, theRegistration Rights Agreement and the Transfer Documents.

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“ Approvals or Notifications ” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrationsor reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority.

“ Arbitration Request ” shall have the meaning set forth in Section 8.3(a) .

“ Arlo ” shall have the meaning set forth in the Preamble.

“ Arlo Accounts ” shall have the meaning set forth in Section 2.10(a) .

“ Arlo Accounts Payable ” shall mean any and all trade and non-trade accounts payable of either Party or member of its Group outstanding asof immediately prior to the Separation Time, in each case, to the extent related to the Arlo Business or arising out of any Arlo Contract.

“ Arlo Accounts Receivable ” shall mean any and all trade and non-trade accounts receivable of either Party or member of its Groupoutstanding as of immediately prior to the Separation Time, in each case, to the extent related to the Arlo Business or arising out of any Arlo Contract.

“ Arlo Assets ” shall have the meaning set forth in Section 2.2(a) .

“ Arlo Auditors ” shall have the meaning set forth in Section 6.1(i) .

“ Arlo Balance Sheet ” shall mean the pro forma combined balance sheet of the Arlo Business, including any notes and subledgers thereto, as ofApril 1, 2018, as presented in the IPO Registration Statement.

“ Arlo Board ” shall have the meaning set forth in the Recitals.

“ Arlo Business ” shall mean the business, operations and activities of the Arlo segment of Parent conducted immediately prior to theSeparation Time by either Party or any member of its Group, as described in the IPO Registration Statement. For the avoidance of doubt, the Arlo Businessshall include the business, operations and activities set forth on Schedule 1.1(a) and exclude the business, operations and activities set forth on Schedule1.1(b) .

“ Arlo Bylaws ” shall mean the Amended and Restated Bylaws of Arlo, substantially in the form of Exhibit B .

“ Arlo Books and Records ” shall mean all books and records used in or necessary, as of the Separation Time, for the general financial andadministrative operation of the Arlo Business, including financial, employee, and general business operating documents, instruments, papers, books, booksof account, records and files and data related thereto; provided , that Arlo Books and Records shall not include (i) Arlo Product and Customer Records,(ii) Arlo Customer Data and (iii) material that Parent is not permitted by applicable Law or agreement to disclose or transfer to Arlo.

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“ Arlo Certificate of Incorporation ” shall mean the Amended and Restated Certificate of Incorporation of Arlo, substantially in the form ofExhibit A .

“ Arlo Common Stock ” shall have the meaning set forth in the Recitals.

“ Arlo Capital Stock ” shall mean all classes or series of capital stock of Arlo, including the Arlo Common Stock, and all options, warrants andother rights to acquire such capital stock.

“ Arlo Contracts ” shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which itor any member of its Group or any of their respective Assets is bound, whether or not in writing; provided , that Arlo Contracts shall not include anycontract or agreement that shall be retained by Parent or any member of the Parent Group from and after the Separation Time pursuant to any provision ofthis Agreement or any Ancillary Agreement:

(a) (i) any customer, reseller, distributor or development contract or agreement entered into prior to the Separation Time exclusively related tothe Arlo Business, including the contracts and agreements set forth on Schedule 1.2(a) and (ii) with respect to any customer, reseller, distributor ordevelopment contract or agreement entered into prior to the Separation Time that relates to the Arlo Business but is not exclusively related to the ArloBusiness, that portion of any such contract or agreement that primarily relates to the Arlo Business;

(b) (i) any supply or vendor contract or agreement entered into prior to the Separation Time exclusively related to the Arlo Business, includingthe contracts and agreements set forth on Schedule 1.2(b) and (ii) with respect to any supply or vendor contract or agreement entered into prior to theSeparation Time that relates to the Arlo Business but is not exclusively related to the Arlo Business, that portion of any such contract or agreement thatprimarily relates to the Arlo Business;

(c) any contract or agreement entered into prior to the Separation Time set forth on Schedule 1.2(c) , which grants a Third Party rights orlicenses to Intellectual Property Rights that are Arlo Intellectual Property Rights;

(d) any joint venture or partnership contract or agreement that exclusively relates to the Arlo Business as of the Separation Time;

(e) any guarantee, indemnity, representation, covenant, warranty or other liability of either Party or any member of its Group in respect of anyother Arlo Contract, any Arlo Liability or the Arlo Business;

(f) any proprietary information and inventions agreement or similar Intellectual Property Rights assignment or license agreement with anycurrent or former Arlo Group employee, Parent Group employee, consultant of the Arlo Group or consultant of the Parent Group, in each case entered intoprior to the Separation Time (i) that is exclusively related to the Arlo Business or (ii) if not exclusively related to the Arlo Business, that portion of any suchassignment or agreement that primarily relates to the Arlo Business;

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(g) any contract or agreement that is expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to,or to be a contract or agreement in the name of, Arlo or any member of the Arlo Group;

(h) any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements exclusively relatedto the Arlo Business;

(i) any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the Arlo Group;

(j) any other contract or agreement exclusively related to the Arlo Business or Arlo Assets;

(k) Arlo Leases; and

(l) any contracts, agreements or settlements set forth on Schedule 1.2(l) , including the right to recover any amounts under such contracts,agreements, leases or settlements.

“ Arlo Core Software ” shall mean the Software set forth on Schedule 1.3 .

“ Arlo Customer Data ” shall mean all data (i) provided by any user or generated by any Arlo Product, and hosted or stored by or on behalf ofArlo, including all video and audio data generated by any Arlo Product, (ii) all associated device information (including IP and MAC addresses) orcustomer data associated with the material set forth in clause (i) and (iii) all data generated or derived from any of the foregoing, including metadata,performance data, aggregated data and anonymized data collected, used or generated by Arlo. Arlo Customer Data shall not include any material orinformation that may not be disclosed or transferred to Arlo pursuant to any applicable Law or policies (including any policies regarding privacy).

“ Arlo Designees ” shall mean any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporatedorganizations, limited liability entities or other entities) designated by Parent that will be members of the Arlo Group as of immediately prior to theSeparation Time.

“ Arlo Group ” shall mean (a) Arlo, (b) each Subsidiary of Arlo immediately after the Separation Time, including the Transferred Entities, and(c) each other Person that is controlled directly or indirectly by Arlo immediately after the Separation Time.

“ Arlo Indebtedness ” shall mean the aggregate principal amount of total liabilities (whether long-term or short-term) for borrowed money(including capitalized leases) of the members of the Arlo Group collectively, as determined for purposes of its annual and quarterly financial statements andprepared in accordance with GAAP.

“ Arlo Indemnitees ” shall have the meaning set forth in Section 5.3 .

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“ Arlo Information Technology ” shall mean (a) all Information Technology owned by either Party or any member of its Group that isexclusively used or exclusively held for use in the Arlo Business as of immediately prior to the Separation Time, and (b) the Information Technology setforth on Schedule 1.4 ; provided , however , that Arlo Information Technology shall not include the Information Technology set forth on Schedule 1.5 orany Software licensed from a Third Party.

“ Arlo Intellectual Property Rights ” shall mean (a) the Arlo Registered IP, including the Arlo Patents, (b) the Other IP of either Party or any ofthe members of its Group, in each case, that is embodied in the Arlo Core Software, (c) the Arlo Marks (to the extent not included in clause (a) above), and(d) the right to all past and future damages and claims for the infringement or misappropriation of any of the foregoing.

“ Arlo Inventory ” shall have the meaning set forth in Section 2.2(a)(vii) .

“ Arlo Leases ” shall have the meaning set forth in the definition of Arlo Real Property.

“ Arlo Liabilities ” shall have the meaning set forth in Section 2.3(a) .

“ Arlo Marks ” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers (“ Marks ”)of either Party or any member of its Group that (a) use or contain “Arlo” (including any stylized versions or design elements thereof), (b) are set forth inSchedule 1.6 , or (c) otherwise identify Arlo as a whole, either alone or in combination with other words or elements, and all names, marks, trade dress,logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing, either alone or incombination with other words or elements; provided , that Arlo Marks shall not include the Parent Marks.

“ Arlo Patents ” shall mean (a) the Patents set forth on Schedule 1.7 (the “ Arlo Listed Patents ”), (b) any Patent issuing on a Patent Applicationthat is an Arlo Listed Patent, (c) any Patent issuing on any Patent Application that claims priority from, and that cover exclusively subject matter that isentitled to priority to, any Patent or Patent Application that is an Arlo Listed Patent (including, but not limited to, any divisional, continuation, reissue,reexamination or extension) with a priority date that is prior to the Separation Time, and (d) any foreign counterpart of any of the foregoing Patents andPatent Applications with, or entitled to claim, a priority date that is prior to the Separation Time.

“ Arlo Permits ” shall mean all Permits owned or licensed by either Party or any member of its Group exclusively used or exclusively held foruse in the Arlo Business as of immediately prior to the Separation Time.

“ Arlo Policies ” shall have the meaning set forth in Section 6.8(b) .

“ Arlo Product ” shall mean products and services manufactured, supplied, sold, provided or distributed, as the case may be, at any time, byArlo or members of its Group under an Arlo Mark.

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“ Arlo Product and Customer Records ” shall mean all books and records related to or used by Arlo as of the Separation Time in connectionwith the sourcing, supply chain management, marketing, sale, distribution, maintenance and warranty of Arlo Products, including vendor and supplierinformation and records, customer lists, sales records, e-commerce records and data, customer registration and account information, billing and subscriptioninformation, marketing materials, customer contracts, terms of use and privacy policies, sales literature catalogs, brochures, sales, warranty and otherproduct information and materials, and Web Site content.

“ Arlo Real Property ” shall mean (a) all of the Real Property owned by either Party or member of its Group as of immediately prior to theSeparation Time listed or described on Schedule 1.8(a) , (b) the Real Property Leases to which either Party or member of its Group is party as ofimmediately prior to the Separation Time set forth on Schedule 1.8(b) (“ Arlo Leases ”) and (c) all recorded Real Property notices, easements, andobligations with respect to the Real Property and/or Real Property leases described in clauses (a) and (b) of this paragraph.

“ Arlo Records ” shall have the meaning set forth in Section 2.2(a)(viii) .

“ Arlo Tangible Personal Property ” shall have the meaning set forth in Section 2.2(a)(xv) .

“ Arlo Registered IP ” shall mean the Registered IP set forth on Schedule 1.9 .

“ Arlo Technology ” shall mean (i) any Copyable Technology to the extent used in or necessary to the operation of the Arlo Business as ofimmediately prior to the Separation Time and (ii) any other Technology that is not Copyable Technology that is used exclusively in the operation of theArlo Business as of immediately prior to the Separation Time or that is listed on Schedule 1.10 ; provided , that Arlo Technology shall not include (x) anyInformation Technology, (y) any Technology, in the case of clause (y), in which neither Arlo nor Parent own the Intellectual Property Rights or that waslicensed to either of them by a Third Party, (z) any Arlo Books and Records, (aa) any Arlo Sales and Customer Records and (bb) any Arlo Customer Data.

“ Assets ” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, whereverlocated (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal ormixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and recordsor financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement,concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in San Jose, California or NewYork, New York are authorized or obligated by Law or executive order to close.

“ CEO Negotiation Request ” shall have the meaning set forth in Section 8.2 .

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“ Change of Control ” shall mean, with respect to a Party: (a) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than fifty percent(50%) of the total voting power of such Party; (b) a merger, consolidation, recapitalization or reorganization of such Party, unless securities representingmore than fifty percent (50%) of the total voting power of the legal successor to such Party as a result of such merger, consolidation, recapitalization orreorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned such Party’s outstanding votingsecurities immediately prior to such transaction; or (c) the sale of all or substantially all of the consolidated assets of such Party’s Group. For the avoidanceof doubt, no transaction contemplated by this Agreement shall be considered a Change of Control.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Collaboration End Date ” shall have the meaning set forth in Section 6.6(a) .

“ Copyable Technology ” shall mean Technology that is in a form that can be copied or replicated without material cost, includingdocumentation, Software and computer and data files.

“ Contribution ” shall have the meaning set forth in the Recitals.

“ Delayed Arlo Asset ” shall have the meaning set forth in Section 2.5(c) .

“ Delayed Arlo Liability ” shall have the meaning set forth in Section 2.5(c) .

“ Delayed Parent Asset ” shall have the meaning set forth in Section 2.5(h) .

“ Delayed Parent Liability ” shall have the meaning set forth in Section 2.5(h) .

“ Dispute ” shall have the meaning set forth in Section 8.1 .

“ Distribution ” shall have the meaning set forth in the Recitals.

“ Distribution Date ” shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole andabsolute discretion.

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement to be entered into by and between Parent and Arlo or themembers of their respective Groups in connection with the Separation, the IPO or the Distribution or the other transactions contemplated by this Agreement,as it may be amended from time to time.

“ Environmental Law ” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment ornatural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection ofor prevention of harm to human health and safety.

“ Environmental Liabilities ” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Lawor contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs,

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investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take backrequirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs andexpenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgatedthereunder.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf),which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would notreasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God,acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weatherconditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or airconditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even ifunforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Governmental Approvals ” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity,body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign ormultinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and anyexecutive official thereof.

“ Group ” shall mean either the Arlo Group or the Parent Group, as the context requires.

“ Hazardous Materials ” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that couldresult in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance(whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum,petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectiouswastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“ Indemnifying Party ” shall have the meaning set forth in Section 5.4(a) .

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“ Indemnitee ” shall have the meaning set forth in Section 5.4(a) .

“ Indemnity Payment ” shall have the meaning set forth in Section 5.4(a) .

“ Information Technology ” shall mean all hardware, computers, servers, workstations, routers, hubs, switches, data communication lines,network and telecommunications equipment, Internet-related information technology infrastructure and other information technology equipment.

“ Insurance Proceeds ” shall mean those monies:

(a) received by an insured from an insurance carrier; or

(b) paid by an insurance carrier on behalf of the insured;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs orexpenses incurred in the collection thereof.

“ Insurance Termination Time ” shall have the meaning set forth in Section 6.7(b) .

“ Intellectual Property Rights ” shall mean all common law and statutory rights anywhere in the world arising under or associated with:(i) patents and similar or equivalent rights in inventions (“ Patents ”) and applications and rights or claims of priority for Patents, including internationalapplications under the Patent Cooperation Treaty (“ Patent Applications ”); (ii) Trademarks, (iii) trade secret and industrial secret rights and rights inconfidential information (“ Trade Secrets ”); (iv) copyrights and any other equivalent rights in works of authorship (including Software) (“ Copyrights ”);(v) rights in domain names, uniform resource locators and other names and locators associated with Internet addresses and sites (“ Domain Names ”); (vi)applications for, registrations of and divisions, continuations, continuations-in-part, reissuances, renewals, extensions, restorations and reversions of theforegoing (as applicable); and (vii) all other similar or equivalent intellectual property or proprietary rights anywhere in the world.

“ Inventory ” shall have the meaning set forth in Section 2.2(a)(vi) .

“ IPO ” shall have the meaning set forth in the Recitals.

“ IPO Closing Date ” shall mean the date of the Closing Time (as defined in the Underwriting Agreement).

“ IPO Registration Statement ” shall mean the effective registration statement on Form S-1 to be filed under the Securities Act, pursuant towhich the shares of Arlo Common Stock to be issued in the IPO will be registered under the Securities Act, together with all amendments thereto.

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“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order,ordinance, rule, regulation, treaty (including any Tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial oradministrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Liabilities ” shall mean any and all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies,damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute orcontingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown,reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, ororder, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, andthose arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking,or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ License Agreement ” shall mean the Intellectual Property Rights Cross-License Agreement to be entered into by and between Parent and Arloor the members of their respective Groups in connection with the Separation, the IPO or the Distribution or the other transactions contemplated by thisAgreement, as it may be amended from time to time.

“ Linked ” shall have the meaning set forth in Section 2.10(a) .

“ Losses ” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accountingfees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ JAMS Rules ” shall have the meaning set forth in Section 8.3(a) .

“ New IPR ” shall have the meaning set forth in Section 6.6(a) .

“ NYSE ” shall mean the New York Stock Exchange.

“ Officer Negotiation Request ” shall have the meaning set forth in Section 8.1 .

“ Other IP ” shall mean all Intellectual Property Rights, including Copyrights and Trade Secrets, but excluding Patents, Domain Names andTrademarks.

“ Parent ” shall have the meaning set forth in the Preamble.

“ Parent Accounts ” shall have the meaning set forth in Section 2.10(a) .

“ Parent Annual Statements ” shall have the meaning set forth in Section 6.2(b) .

“ Parent Assets ” shall have the meaning set forth in Section 2.2(b) .

“ Parent Auditors ” shall have the meaning set forth in Section 6.2(b) .

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“ Parent Board ” shall have the meaning set forth in the Recitals.

“ Parent Business ” shall mean all businesses, operations and activities conducted at any time prior to the Separation Time by either Party orany member of its Group, other than the Arlo Business.

“ Parent Common Stock ” shall have the meaning set forth in the Recitals.

“ Parent Group ” shall mean Parent and each Person that is a Subsidiary of Parent (other than Arlo and any other member of the Arlo Group).

“ Parent Indemnitees ” shall have the meaning set forth in Section 5.2 .

“ Parent Information Technology ” shall mean all Information Technology, other than Arlo Information Technology, owned by either Party orany member of its Group as of immediately prior to the Separation Time.

“ Parent Intellectual Property Rights ” shall mean all Intellectual Property Rights, other than Arlo Intellectual Property Rights, owned by eitherParty or any member of its Group as of immediately prior to the Separation Time.

“ Parent Inventory ” shall mean all Inventory, other than Arlo Inventory, owned by either Party or any member of its Group as of immediatelyprior to the Separation Time.

“ Parent Liabilities ” shall have the meaning set forth in Section 2.3(b) .

“ Parent Marks ” shall mean all Marks, other than the Arlo Marks, owned by either Party or any member of its Group as of immediately prior tothe Separation Time.

“ Parent Product ” shall mean products and services manufactured, sold, provided or distributed, as the case may be, by Parent or members ofits Group under a Parent Mark, or any other brand that does not include an Arlo Mark.

“ Parent Public Filings ” shall have the meaning set forth in Section 6.1(i) .

“ Parent Records ” shall have the meaning set forth in Section 2.2(a)(viii) .

“ Parties ” shall mean the parties to this Agreement.

“ Permits ” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“ Person ” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, alimited liability entity, any other entity and any Governmental Authority.

“ Plan of Reorganization ” shall have the meaning set forth in Section 2.1(a) .

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“ Policies ” shall mean insurance policies and insurance contracts of any kind, including but not limited to global property, excess and umbrellaliability, domestic and foreign commercial general liability, local foreign placements, directors and officers liability, fiduciary liability, cyber, media andtechnology errors and omissions liability, employment practices liability, domestic and foreign automobile, cargo stock throughput, customer cargo, globalcargo terrorism, workers’ compensation and employers’ liability, employee dishonesty/crime/fidelity, special contingency (K&R), bonds and self-insurance,together with the rights, benefits, privileges and obligations thereunder.

“ Prime Rate ” shall mean the rate that Bloomberg displays as “Prime Rate by Country United States” or “Prime Rate By Country US-BBComp” at http://www.bloomberg.com/quote/PRIME:IND or on a Bloomberg terminal at PRIMBB Index.

“ Privileged Information ” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including withoutlimitation any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials protected by thework product doctrine, as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege or other protection, includingthe attorney-client and work product privileges.

“ Prospectus ” shall mean each preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement.

“ Real Property ” shall mean land together with all easements, rights and interests arising out of the ownership thereof or appurtenant theretoand all buildings, structures, improvements and fixtures located thereon.

“ Real Property Leases ” shall mean all leases to Real Property and, to the extent covered by such leases, any and all buildings, structures,improvements and fixtures located thereon.

“ Record Date ” shall mean the close of business on the date to be determined by the Parent Board in its sole and absolute discretion as therecord date for determining holders of shares of Parent Common Stock entitled to receive shares of Arlo Common Stock pursuant to the Distribution.

“ Record Holders ” shall mean the holders of record of shares of Parent Common Stock as of the Record Date.

“ Registered IP ” shall mean any Intellectual Property Rights that are registered, filed, issued or granted under the authority of, with or by, anyGovernmental Authority, including all Patents, registered Copyrights, registered Trademarks, registered service marks, registered Domain Names and allapplications for any of the foregoing.

“ Registration Rights Agreement ” shall mean the Registration Rights Agreement to be entered into by and between Parent and Arlo inconnection with the Separation, the IPO or the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time totime.

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“ Release ” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal,leaching or migration of Hazardous Materials into the environment (including, ambient air, surface water, groundwater and surface or subsurface strata).

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors,accountants, attorneys or other representatives.

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Section 1542 ” shall have the meaning set forth in Section 5.1(c) .

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction,right-of-way, covenant, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever.

“ Separation ” shall have the meaning set forth in the Recitals.

“ Separation Date ” shall have the meaning set forth in Section 2.4 .

“ Separation Time ” shall mean 12:01 a.m. Pacific Time on the Separation Date.

“ Shared Contract ” shall have the meaning set forth in Section 2.9(a) .

“ Shared Third-Party Claim ” shall have the meaning set forth in Section 5.5(b) .

“ Software ” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models andmethodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data andcollections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and developany of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (e) documentation,including user manuals and other training documentation, relating to any of the foregoing.

“ Straddle Period ” shall have the meaning set forth in Section 6.3 .

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which suchPerson (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of votingsecurities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote,either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

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“ Tangible Personal Property ” shall mean machinery, equipment, hardware, furniture, fixtures, tools, motor vehicles and other transportationequipment, special and general tangible tools, prototypes, models and other tangible personal property, it being understood that Tangible Personal Propertyshall not include (i) any Information Technology and (ii) any Technology.

“ Tangible Information ” shall mean information that is contained in written, electronic or other tangible forms.

“ Tax ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement to be entered into by and between Parent and Arlo in connection with theSeparation, the IPO, the Distribution and the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Tax Return ” shall have the meaning set forth in the Tax Matters Agreement.

“ Technology ” shall mean embodiments, regardless of form, of Intellectual Property Rights, including, as the context requires, inventions(whether or not patentable), discoveries and improvements, works of authorship, documentation, diagrams, formulae, APIs, software (whether in sourcecode or in executable code form), user interfaces, architectures, databases, data compilations and collections, know-how, technical data, trade secrets, maskworks, models, prototypes, molds, methods, protocols, techniques, processes, devices, schematics, algorithms, molds and patterns, production and othermanuals, manufacturing and quality control records and procedures and research and development files; provided , that Technology specifically excludes(i) any and all Intellectual Property Rights, (ii) books and records, (iii) sales and customer records and (iv) customer data.

“ Third Party ” shall mean any Person other than the Parties or any members of their respective Groups.

“ Third-Party Claim ” shall have the meaning set forth in Section 5.5(a) .

“ Trademarks ” shall mean all trademarks, service marks, trade names, service names, trade dress, logos, and other identifiers of the source ororigin of goods and services, and all statutory, common law, and rights provided by international treaties or conventions, in any of the foregoing.

“ Transfer Documents ” shall have the meaning set forth in Section 2.1(b) .

“ Transferred Entities ” shall mean the entities set forth on Schedule 1.11 .

“ Transition Services Agreement ” shall mean the Transition Services Agreement to be entered into by and between Parent and Arlo or anymembers of their respective Groups in connection with the Separation, the IPO, the Distribution or the other transactions contemplated by this Agreement,as it may be amended from time to time.

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“ Underwriting Agreement ” shall mean the underwriting agreement to be entered into among Parent, Arlo and the Underwriters asrepresentatives of the several underwriters named therein with respect to the IPO.

“ Underwriters ” shall mean the managing underwriters for the IPO.

“ Unreleased Arlo Liability ” shall have the meaning set forth in Section 2.6(a)(ii) .

“ Unreleased Parent Liability ” shall have the meaning set forth in Section 2.6(b)(ii) .

ARTICLE IITHE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities .

(a) At or prior to the Separation Time, but in any case prior to the closing of the IPO, in accordance with the plan and structure set forth onSchedule 2.1(a) (the “ Plan of Reorganization ”):

(i) Transfer and Assignment of Arlo Assets . Parent shall, and shall cause the applicable members of its Group to, contribute, assign,transfer, convey and deliver to Arlo, or the applicable Arlo Designees, and Arlo or such Arlo Designees shall accept from Parent and the applicablemembers of the Parent Group, all of Parent’s and such Parent Group member’s respective direct or indirect right, title and interest in and to all of theArlo Assets (it being understood that if any Arlo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity,such Arlo Asset may be assigned, transferred, conveyed and delivered to Arlo as a result of the transfer of all of the equity interests in suchTransferred Entity from Parent or the applicable members of the Parent Group to Arlo or the applicable Arlo Designee);

(ii) Acceptance and Assumption of Arlo Liabilities . Arlo and the applicable Arlo Designees shall accept, assume and agree faithfully toperform, discharge and fulfill all the Arlo Liabilities in accordance with their respective terms (it being understood that if any Arlo Liability is aliability of a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Arlo Liability may be assumed by Arlo as a result of thetransfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to Arlo or the applicableArlo Designee). Arlo and such Arlo Designees shall be responsible for all Arlo Liabilities, regardless of when or where such Arlo Liabilities arose orarise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Time, regardless of where or against whom suchArlo Liabilities are asserted or determined (including any Arlo Liabilities arising out of claims made by Parent’s or Arlo’s respective directors,officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Arlo Group) or whether asserted or determinedprior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud ormisrepresentation by any member of the Parent Group or the Arlo Group, or any of their respective directors, officers, employees, agents, Subsidiariesor Affiliates;

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(iii) Transfer and Assignment of Parent Assets . Parent and Arlo shall cause Arlo and the Arlo Designees to contribute, assign, transfer,convey and deliver to Parent or certain members of the Parent Group designated by Parent, and Parent or such other members of the Parent Groupshall accept from Arlo and the Arlo Designees, all of Arlo’s and such Arlo Designees’ respective direct or indirect right, title and interest in and to allParent Assets held by Arlo or an Arlo Designee; and

(iv) Acceptance and Assumption of Parent Liabilities . Parent and certain of members of the Parent Group designated by Parent shallaccept and assume and agree faithfully to perform, discharge and fulfill all of the Parent Liabilities held by Arlo or any Arlo Designee and Parent andthe applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms, regardless ofwhen or where such Parent Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the SeparationTime, where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made byParent’s or Arlo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the ArloGroup) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence,recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the Arlo Group, or any of their respective directors,officers, employees, agents, Subsidiaries or Affiliates.

(b) Transfer Documents . In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption ofthe Liabilities in accordance with Section 2.1(a) , (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to executeand deliver, to the other Party, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments oftransfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and theapplicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordancewith Section 2.1(a) , and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the otherParty, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption ofthe Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a) . All of the foregoing documents contemplated bythis Section 2.1(b) shall be referred to collectively herein as the “ Transfer Documents .” The Transfer Documents shall effect certain of the transactionscontemplated by this Agreement and, notwithstanding anything in this Agreement to the contrary, shall not expand or limit any of the obligations, covenantsor agreements in this Agreement. It is expressly agreed that in the event of any conflict between the terms of the Transfer Documents and the terms of thisAgreement or the Tax Matters Agreement, the terms of this Agreement or the Tax Matters Agreement, as applicable, shall control.

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(c) Misallocations . In the event that at any time or from time to time (whether prior to, at or after the Separation Time), one Party (or anymember of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group)pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitledthereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, thePerson receiving or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whetherprior to, at or after the Separation Time), one Party hereto (or any member of such Party’s Group) shall be liable for or otherwise assume any Liability thatis allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such other Party shallpromptly assume, or cause to be assumed, such Liability and agree to faithfully perform such Liability.

(d) Waiver of Bulk-Sale and Bulk-Transfer Laws . Arlo hereby waives compliance by each and every member of the Parent Group with therequirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer orsale of any or all of the Arlo Assets to any member of the Arlo Group. Parent hereby waives compliance by each and every member of the Arlo Group withthe requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transferor sale of any or all of the Parent Assets to any member of the Parent Group.

(e) Intellectual Property Rights .

(i) If and to the extent that, as a matter of Law in any jurisdiction, Parent or the applicable members of its Group cannot assign, transfer orconvey any of Parent’s or such Parent Group members’ respective direct or indirect right, title and interest in and to any Technology or IntellectualProperty Rights included in the Arlo Assets, then, to the extent possible, Parent shall, and shall cause the applicable members of its Group to,irrevocably grant to Arlo, or the applicable Arlo Designees, an exclusive (but subject to any licenses that would be granted to Parent under theLicense Agreement had such Technology or Intellectual Property Rights been transferred to Arlo), irrevocable, assignable, transferable,sublicenseable, worldwide, perpetual, royalty-free license to use, exploit and commercialize in any manner now known or in the future discovered andfor whatever purpose, any such right, title or interest.

(ii) If and to the extent that, as a matter of Law in any jurisdiction, Arlo or the applicable members of its Group cannot assign, transfer orconvey any of Arlo’s or such Arlo Group members’ respective direct or indirect right, title and interest in and to any Technology or IntellectualProperty Rights included in the Parent Assets, then, to the extent possible, Arlo shall, and shall cause the applicable members of its Group to,irrevocably grant to Parent, or the applicable Parent Designees, an exclusive (but subject to any licenses that would be granted to Arlo under theLicense Agreement had such Technology or Intellectual Property Rights been transferred to Parent), irrevocable, assignable, transferable,sublicenseable, worldwide, perpetual, royalty-free license to use, exploit and commercialize in any manner now known or in the future discovered andfor whatever purpose, any such right, title or interest.

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(f) Electronic Transfer . All transferred Arlo Assets and Parent Assets, including transferred Technology, that can be delivered by electronictransmission will be so delivered or made available to Arlo, Parent or their respective designees (as applicable), at a designated FTP site or in anotherelectronic form to be determined by the Parties.

2.2 Arlo Assets; Parent Assets .

(a) Arlo Assets . For purposes of this Agreement, “ Arlo Assets ” shall mean (without duplication):

(i) all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or anymembers of its Group as of immediately prior to the Separation Time;

(ii) except as otherwise set forth in this Section 2.2(a) , all Assets of either Party or any members of its Group included or reflected asassets of the Arlo Group on the Arlo Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the Arlo Balance Sheet;provided , that the amounts set forth on the Arlo Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations onthe amount of such Assets that are included in the definition of Arlo Assets pursuant to this clause (ii);

(iii) except as otherwise set forth in this Section 2.2(a) , all Assets of either Party or any of the members of its Group as of immediatelyprior to the Separation Time that are of a nature or type that would have resulted in such Assets being included as Assets of Arlo or members of theArlo Group on a pro forma combined balance sheet of the Arlo Group or any notes or subledgers thereto as of immediately prior to the SeparationTime (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Assets included on the ArloBalance Sheet), it being understood that (x) the Arlo Balance Sheet shall be used to determine the types of, and methodologies used to determine,those Assets that are included in the definition of Arlo Assets pursuant to this clause (iii); and (y) the amounts set forth on the Arlo Balance Sheetwith respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition ofArlo Assets pursuant to this clause (iii);

(iv) all Assets of either Party or any of the members of its Group as of immediately prior to the Separation Time that are expresslyprovided by any provision of this Agreement or any Ancillary Agreement as Assets to be transferred to or owned by Arlo or any other member of theArlo Group;

(v) all Arlo Contracts as of immediately prior to the Separation Time and all rights, interests or claims of either Party or any of themembers of its Group thereunder as of immediately prior to the Separation Time;

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(vi) any and all Arlo Accounts Receivable;

(vii) any and all finished goods inventory, supplies, components, packaging materials and other inventories, including any inventoryin-transit other inventories being held by third parties pursuant to consignment and used inventory, and all valuation-related adjustments relatingthereto (including those relating to warranty, prompt pay discounts, royalties and other items) (“ Inventory ”), in each case, exclusively related to theArlo Business (“ Arlo Inventory ”) as of immediately prior to the Separation Time;

(viii) copies of any and all (x) Arlo Books and Records, (y) Arlo Product and Customer Records and (z) Arlo Customer Data, in eachcase, in the possession of either Party as of immediately prior to the Separation Time (collectively, “ Arlo Records ”); provided , that Parent shall bepermitted to retain copies of, and continue to use, (A) any Arlo Records that as of the Separation Date are used in or necessary for the operation orconduct of the Parent Business, (B) any Arlo Records that Parent is required by Law to retain (and if copies are not provided to Arlo, then, to theextent permitted by Law, such copies will be made available to Arlo upon Arlo’s reasonable request), (C) one (1) copy of any Arlo Records to theextent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures or related to any Parent Assets orParent’s and/or its Affiliates’ obligations under this Agreement or any of the Ancillary Agreements and (D) “back-up” electronic tapes of such ArloRecords maintained by Parent in the ordinary course of business (such material in clauses (A) through (D), the “ Parent Records ”), and such copies ofthe Parent Records shall be considered Parent Assets;

(ix) all Arlo Intellectual Property Rights as of immediately prior to the Separation Time, and all rights, interests or claims of either Partyor any of the members of its Group thereunder as of immediately prior to the Separation Time, including the right to seek, recover and retain damagesfor the past and future infringement of any Arlo Intellectual Property Rights;

(x) without limiting clause (ix) above, the Arlo Marks, and all goodwill of the Arlo Business appurtenant thereto;

(xi) all Arlo Technology as of immediately prior to the Separation Time;

(xii) all Arlo Information Technology;

(xiii) all Arlo Permits as of immediately prior to the Separation Time and all rights, interests or claims of either Party or any of themembers of its Group thereunder as of immediately prior to the Separation Time;

(xiv) all Arlo Real Property as of immediately prior to the Separation Time;

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(xv) the Tangible Personal Property listed in Schedule 2.2(a)(xv) (collectively, the “ Arlo Tangible Personal Property ”); and

(xvi) any and all Assets set forth on Schedule 2.2(a)(xvi) .

Notwithstanding the foregoing, the Parties hereby acknowledge and agree that (A) while a single asset may fall within more than one of the clauses(i) through (xvi) in this Section 2.2(a) , such fact does not imply that (x) such asset shall be transferred more than once or (y) any duplication of such assetis required, and (B) the Arlo Assets shall not in any event include any Asset referred to in clauses (i) through (xi) of Section 2.2(b) or any Assets set forth inSchedule 2.2(a)(xvii) .

(b) Parent Assets . For the purposes of this Agreement, “ Parent Assets ” shall mean all Assets of either Party or the members of its Group as ofimmediately prior to the Separation Time, other than the Arlo Assets. Notwithstanding anything herein to the contrary, the Parent Assets shall include:

(i) all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) asAssets to be retained by Parent or any other member of the Parent Group;

(ii) all contracts and agreements of either Party or any of the members of its Group as of immediately prior to the Separation Time (otherthan the Arlo Contracts);

(iii) all Parent Records;

(iv) all Parent Intellectual Property Rights and all rights, interests or claims of either Party or any of the members of its Group thereunderas of immediately prior to the Separation Time;

(v) all Parent Information Technology;

(vi) all Accounts Receivable, other than the Arlo Accounts Receivable;

(vii) all Parent Inventory;

(viii) all Permits of either Party or any of the members of its Group as of immediately prior to the Separation Time (other than the ArloPermits) and all rights, interests or claims of either Party or any of the members of its Group thereunder as of immediately prior to the SeparationTime;

(ix) all Real Property of either Party or any of the members of its Group as of immediately prior to the Separation Time (other than theArlo Real Property);

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(x) all cash and cash equivalents of either Party or any of the members of its Group as of immediately prior to the Separation Time (otherthan cash and cash equivalents of Arlo or any other member of the Arlo Group as of immediately prior to the Separation Time, except for any cash orcash equivalents withdrawn from Arlo Accounts in accordance with Section 2.10(d) ); and

(xi) any and all Assets set forth on Schedule 2.2(b)(xi) .

2.3 Arlo Liabilities; Parent Liabilities .

(a) Arlo Liabilities . For the purposes of this Agreement, “ Arlo Liabilities ” shall mean the following Liabilities of either Party or any of themembers of its Group:

(i) all Liabilities included or reflected as liabilities or obligations of Arlo or the members of the Arlo Group on the Arlo Balance Sheet,subject to any discharge of such Liabilities subsequent to the date of the Arlo Balance Sheet; provided , that the amounts set forth on the Arlo BalanceSheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in thedefinition of Arlo Liabilities pursuant to this clause (i);

(ii) all Liabilities as of immediately prior to the Separation Time that are of a nature or type that would have resulted in such Liabilitiesbeing included or reflected as liabilities or obligations of Arlo or the members of the Arlo Group on a pro forma combined balance sheet of the ArloGroup or any notes or subledgers thereto as of immediately prior to the Separation Time (were such balance sheet, notes and subledgers to beprepared on a basis consistent with the determination of the Liabilities included on the Arlo Balance Sheet), it being understood that (x) the ArloBalance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition ofArlo Liabilities pursuant to this clause (ii); and (y) the amounts set forth on the Arlo Balance Sheet with respect to any Liabilities shall not be treatedas minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Arlo Liabilities pursuant to this clause (ii);

(iii) any and all Arlo Accounts Payable;

(iv) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto)as Liabilities to be assumed by Arlo or any other member of the Arlo Group, and all agreements, obligations and Liabilities of any member of theArlo Group under this Agreement or any of the Ancillary Agreements;

(v) any and all Liabilities set forth on Schedule 2.3(a)(v) ;

(vi) except as otherwise set forth in this Section 2.3(a) , all Liabilities, including any Environmental Liabilities, relating to, arising out ofor resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the SeparationTime (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at orafter the Separation Time), in each case to the extent that such Liabilities relate to, arise out of or result from the Arlo Business or an Arlo Asset;

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(vii) except as otherwise set forth in this Section 2.3(a) , any and all Liabilities relating to, arising out of or resulting from the ArloContracts, the Arlo Intellectual Property Rights, the Arlo Technology, Arlo Information Technology, the Arlo Permits, the Arlo Real Property, theArlo Tangible Personal Property or any Arlo Product, whether occurring or existing prior to, at or after the Separation Time (whether or not suchLiabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Separation Time,including, for the avoidance of doubt, any and all Liabilities relating to, arising out of or resulting from the sale by any member of the Parent Groupprior to the Separation Time of Arlo Products; and

(viii) all Liabilities arising out of claims made by any Third Party (including Parent’s or Arlo’s respective directors, officers,stockholders, employees and agents) against any member of the Parent Group or the Arlo Group to the extent relating to, arising out of or resultingfrom the Arlo Business or the Arlo Assets, or the other business, operations, activities or Liabilities referred to in clauses (i) through (vii) above,including for the avoidance of doubt the claims set forth on Schedule 2.3(a)(viii) .

Notwithstanding the foregoing, the Parties hereby acknowledge and agree that (A) while a single Liability may fall within more than one of the clauses(i) through (viii) in this Section 2.3(a) , such fact does not imply that (x) such Liability shall be transferred more than once or (y) any duplication of suchLiability is required, and (B) the Arlo Liabilities shall not in any event include any Liability referred to in clauses (i) through (v) of Section 2.3(b) or anyLiabilities set forth in Schedule 2.3(a)(ix) .

(b) Parent Liabilities . For the purposes of this Agreement, “ Parent Liabilities ” shall mean the following Liabilities of either Party or any ofthe members of its Group:

(i) any and all Accounts Payable, other than the Arlo Accounts Payable;

(ii) all Liabilities, including any Environmental Liabilities, relating to, arising out of or resulting from actions, inactions, events,omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Separation Time (whether or not such Liabilities ceasebeing contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Separation Time) of any member ofthe Parent Group, and, prior to the Separation Time, any member of the Arlo Group, in each case, to the extent that such Liabilities are not ArloLiabilities;

(iii) all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) asLiabilities to be assumed by Parent or any other member of the Parent Group, and all agreements, obligations and Liabilities of any member of theParent Group under this Agreement or any of the Ancillary Agreements;

(iv) all Liabilities set forth on Schedule 2.3(b)(iv) ;

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(v) all Liabilities arising out of claims made by any Third Party (including Parent’s or Arlo’s respective directors, officers, stockholders,employees and agents) against any member of the Parent Group or the Arlo Group to the extent relating to, arising out of or resulting from the ParentBusiness or the Parent Assets, or the other business, operations, activities or Liabilities referred to in clauses (i) through (iv) above, including for theavoidance of doubt the claims set forth on Schedule 2.3(b)(v) , in each case, to the extent that such Liabilities are not Arlo Liabilities.

2.4 Separation Date . Subject to the terms and conditions of this Agreement, the Separation shall be consummated at a closing to be held at theoffices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 on the IPO Closing Date or at such other place or on suchother date as Parent and Arlo may mutually agree upon in writing (the day on which such closing takes place, the “ Separation Date ”).

2.5 Approvals and Notifications .

(a) Approvals and Notifications for Arlo Assets . To the extent that the transfer or assignment of any Arlo Asset, the assumption of any ArloLiability, the Separation, the IPO or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts toobtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in thisAgreement or any of the Ancillary Agreements or as otherwise agreed between Parent and Arlo, neither Parent nor Arlo shall be obligated to contributecapital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order toobtain or make such Approvals or Notifications.

(b) Delayed Arlo Transfers . If and to the extent that the valid, complete and perfected transfer or assignment to the Arlo Group of any ArloAsset or assumption by the Arlo Group of any Arlo Liability in connection with the Separation, the IPO or the Distribution would be a violation ofapplicable Law or require any Approvals or Notifications that have not been obtained or made by the Separation Time then, unless the Parties mutually shallotherwise determine, the transfer or assignment to the Arlo Group of such Arlo Assets or the assumption by the Arlo Group of such Arlo Liabilities, as thecase may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as alllegal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such Arlo Assets orArlo Liabilities shall continue to constitute Arlo Assets and Arlo Liabilities for all other purposes of this Agreement.

(c) Treatment of Delayed Arlo Assets and Delayed Arlo Liabilities . If any transfer or assignment of any Arlo Asset (or a portion thereof) or anyassumption of any Arlo Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated ator prior to the Separation Time, whether as a result of the provisions of Section 2.5(b) or for any other reason (any such Arlo Asset (or a portion thereof), a“ Delayed Arlo Asset ” and any such Arlo Liability (or a portion thereof), a “ Delayed Arlo Liability ”), then, insofar as reasonably possible and subject toapplicable Law, the member of the Parent Group retaining such Delayed Arlo Asset or such Delayed Arlo Liability, as the case may be, shall thereafter holdsuch Delayed Arlo Asset or Delayed Arlo Liability, as the case may be,

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for the use and benefit (or the performance and obligation, in the case of a Liability) of the member of the Arlo Group entitled thereto (at the expense of themember of the Arlo Group entitled thereto). In addition, the member of the Parent Group retaining such Delayed Arlo Asset or such Delayed Arlo Liabilityshall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Arlo Asset or Delayed Arlo Liability in the ordinarycourse of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the Arlo Group to whomsuch Delayed Arlo Asset is to be transferred or assigned, or which will assume such Delayed Arlo Liability, as the case may be, in order to place suchmember of the Arlo Group in a substantially similar position as if such Delayed Arlo Asset or Delayed Arlo Liability had been transferred, assigned orassumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Arlo Asset or Delayed Arlo Liability, as the case may be,including use, risk of loss, potential for gain and dominion, control and command over such Delayed Arlo Asset or Delayed Arlo Liability, as the case maybe, and all costs and expenses related thereto, shall inure from and after the Separation Time to the Arlo Group.

(d) Transfer of Delayed Arlo Assets and Delayed Arlo Liabilities . If and when the Approvals or Notifications, the absence of which caused thedeferral of transfer or assignment of any Delayed Arlo Asset or the deferral of assumption of any Delayed Arlo Liability pursuant to Section 2.5(b) , areobtained or made, and, if and when any other legal impediments for the transfer or assignment of any Delayed Arlo Asset or the assumption of any DelayedArlo Liability have been removed, the transfer or assignment of the applicable Delayed Arlo Asset or the assumption of the applicable Delayed ArloLiability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e) Costs for Delayed Arlo Assets and Delayed Arlo Liabilities; Payment of the Delayed Arlo Asset Consideration . Except as otherwise agreedin writing between the Parties, any member of the Parent Group retaining a Delayed Arlo Asset or Delayed Arlo Liability due to the deferral of the transferor assignment of such Delayed Arlo Asset or the deferral of the assumption of such Delayed Arlo Liability, as the case may be, shall not be obligated, inconnection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Arlo or the member of theArlo Group entitled to the Delayed Arlo Asset or Delayed Arlo Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording orsimilar fees, all of which shall be promptly reimbursed by Arlo or the member of the Arlo Group entitled to such Delayed Arlo Asset or Delayed ArloLiability.

(f) Approvals and Notifications for Parent Assets . To the extent that the transfer or assignment of any Parent Asset, the assumption of anyParent Liability, the Separation, the IPO or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonableefforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expresslyprovided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and Arlo, neither Parent nor Arlo shall be obligatedto contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to anyPerson in order to obtain or make such Approvals or Notifications.

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(g) Delayed Parent Transfers . If and to the extent that the valid, complete and perfected transfer or assignment to the Parent Group of anyParent Asset or assumption by the Parent Group of any Parent Liability in connection with the Separation, the IPO or the Distribution would be a violationof applicable Law or require any Approvals or Notifications that have not been obtained or made by the Separation Time then, unless the Parties mutuallyshall otherwise determine, the transfer or assignment to the Parent Group of such Parent Assets or the assumption by the Parent Group of such ParentLiabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and voiduntil such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, anysuch Parent Assets or Parent Liabilities shall continue to constitute Parent Assets and Parent Liabilities for all other purposes of this Agreement.

(h) Treatment of Delayed Parent Assets and Delayed Parent Liabilities . If any transfer or assignment of any Parent Asset (or a portion thereof)or any assumption of any Parent Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is notconsummated at or prior to the Separation Time whether as a result of the provisions of Section 2.5(g) or for any other reason (any such Parent Asset (or aportion thereof), a “ Delayed Parent Asset ” and any such Parent Liability (or a portion thereof), a “ Delayed Parent Liability ”), then, insofar as reasonablypossible and subject to applicable Law, the member of the Arlo Group retaining such Delayed Parent Asset or such Delayed Parent Liability, as the casemay be, shall thereafter hold such Delayed Parent Asset or Delayed Parent Liability, as the case may be, for the use and benefit (or the performance orobligation, in the case of a Liability) of the member of the Parent Group entitled thereto (at the expense of the member of the Parent Group entitled thereto).In addition, the member of the Arlo Group retaining such Delayed Parent Asset or such Delayed Parent Liability shall, insofar as reasonably possible and tothe extent permitted by applicable Law, treat such Delayed Parent Asset or Delayed Parent Liability in the ordinary course of business in accordance withpast practice. Such member of the Arlo Group shall also take such other actions as may be reasonably requested by the member of the Parent Group towhich such Delayed Parent Asset is to be transferred or assigned, or which will assume such Delayed Parent Liability, as the case may be, in order to placesuch member of the Parent Group in a substantially similar position as if such Delayed Parent Asset or Delayed Parent Liability had been transferred,assigned or assumed and so that all the benefits and burdens relating to such Delayed Parent Asset or Delayed Parent Liability, as the case may be, includinguse, risk of loss, potential for gain, and dominion, control and command over such Delayed Parent Asset or Delayed Parent Liability, as the case may be,and all costs and expenses related thereto, shall inure from and after the Separation Time to the Parent Group.

(i) Transfer of Delayed Parent Assets and Delayed Parent Liabilities . If and when the Approvals or Notifications, the absence of which causedthe deferral of transfer or assignment of any Delayed Parent Asset or the deferral of assumption of any Delayed Parent Liability pursuant to Section 2.5(g) ,are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Delayed Parent Asset or the assumption of anyDelayed Parent Liability have been removed, the transfer or assignment of the applicable Delayed Parent Asset or the assumption of the applicable DelayedParent Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

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(j) Costs for Delayed Parent Assets and Delayed Parent Liabilities . Except as otherwise agreed in writing between the Parties, any member ofthe Arlo Group retaining a Delayed Parent Asset or Delayed Parent Liability due to the deferral of the transfer or assignment of such Delayed Parent Assetor the deferral of the assumption of such Delayed Parent Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expendany money unless the necessary funds are advanced (or otherwise made available) by Parent or the member of the Parent Group entitled to the DelayedParent Asset or Delayed Parent Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall bepromptly reimbursed by Parent or the member of the Parent Group entitled to such Delayed Parent Asset or Delayed Parent Liability.

2.6 Assignment and Novation of Liabilities .

(a) Assignment and Novation of Arlo Liabilities.

(i) Prior to the Separation Time, Arlo, at the request of Parent, shall use its commercially reasonable efforts to obtain, or to cause to beobtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Arlo Liabilities andobtain in writing the unconditional release of each member of the Parent Group that is a party to or otherwise obligated under any such arrangements,to the extent permitted by applicable Law and effective as of the Separation Time, so that, in any such case, the members of the Arlo Group shall besolely responsible for such Arlo Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement or any of theAncillary Agreements, neither Parent nor Arlo shall be obligated to contribute any capital or pay any consideration in any form (including providingany letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendmentor release is requested. To the extent such substitution contemplated by the first sentence of this Section 2.6(a)(i) has been effected, the members ofthe Parent Group shall, from and after the Separation Time, cease to have any obligation whatsoever arising from or in connection with such ArloLiabilities.

(ii) If Arlo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release, andthe applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased Arlo Liability ”), Arlo shall, to the extent not prohibited by Law, (A) use its commercially reasonable efforts to effect such consent,substitution, approval, amendment or release as soon as practicable following the Separation Time, but in any event within six (6) months thereof, and(B) as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (1) pay, perform and discharge fully allthe obligations or other Liabilities of such member of the Parent Group that constitute Unreleased Arlo Liabilities from and after the Separation Timeand (2) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment,

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performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such consent,substitution, approval, amendment or release shall be obtained or the Unreleased Arlo Liabilities shall otherwise become assignable or able to benovated, Parent shall promptly assign, or cause to be assigned, and Arlo or the applicable member of the Arlo Group shall assume, such UnreleasedArlo Liabilities without exchange of further consideration.

(iii) If Arlo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release as setforth in clause (ii) of this Section 2.6(a) , Arlo and any relevant member of its Group that has assumed the applicable Unreleased Arlo Liability shallindemnify, defend and hold harmless Parent against or from such Unreleased Arlo Liability in accordance with the provisions of Article V and shall,as agent or subcontractor for Parent, pay, perform and discharge fully all the obligations or other Liabilities of Parent thereunder.

(b) Assignment and Novation of Parent Liabilities.

(i) Prior to the Separation Time, Parent, at the request of Arlo, shall use its commercially reasonable efforts to obtain, or to cause to beobtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Parent Liabilities andobtain in writing the unconditional release of each member of the Arlo Group that is a party to any such arrangements, so that, in any such case, themembers of the Parent Group shall be solely responsible for such Parent Liabilities; provided , however , that, except as otherwise expressly providedin this Agreement or any of the Ancillary Agreements, neither Parent nor Arlo shall be obligated to contribute any capital or pay any consideration inany form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent,substitution, approval, amendment or release is requested. To the extent such substitution contemplated by the first sentence of this Section 2.6(b)(i)has been effected, the members of the Arlo Group shall, from and after the Separation Time, cease to have any obligation whatsoever arising from orin connection with such Parent Liabilities.

(ii) If Parent or Arlo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment orrelease and the applicable member of the Arlo Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an“ Unreleased Parent Liability ”), Parent shall, to the extent not prohibited by Law, (A) use its commercially reasonable effort to effect such consent,substitution, approval, amendment or release as soon as practicable following the Separation Time, but in any event within six (6) months thereof, and(B) as indemnitor, guarantor, agent or subcontractor for such member of the Arlo Group, as the case may be, (1) pay, perform and discharge fully allthe obligations or other Liabilities of such member of the Arlo Group that constitute Unreleased Parent Liabilities from and after the Separation Timeand (2) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performanceor discharge is permitted to be made by the obligee thereunder on any member of the Arlo Group. If and when any such consent, substitution,approval, amendment or release

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shall be obtained or the Unreleased Parent Liabilities shall otherwise become assignable or able to be novated, Arlo shall promptly assign, or cause tobe assigned, and Parent or the applicable member of the Parent Group shall assume, such Unreleased Parent Liabilities without exchange of furtherconsideration.

(iii) If Parent is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release asset forth in clause (ii) of this Section 2.6(b) , Parent and any relevant member of its Group (except for members of the Arlo Group) that has assumedthe applicable Unreleased Parent Liability shall indemnify, defend and hold harmless Arlo against or from such Unreleased Parent Liability inaccordance with the provisions of Article V and shall, as agent or subcontractor for Arlo, pay, perform and discharge fully all the obligations or otherLiabilities of Arlo thereunder.

2.7 Release of Guarantees . In furtherance of, and not in limitation of, the obligations set forth in Section 2.6 :

(a) At or prior to the Distribution Date or as soon as practicable thereafter, each of Parent and Arlo shall, at the request of the other Party andwith the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to(i) have any member(s) of the Parent Group removed as guarantor of or obligor for any Arlo Liability, other than any Arlo Liability set forth on Schedule2.7 , including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such Arlo Liability; and(ii) have any member(s) of the Arlo Group removed as guarantor of or obligor for any Parent Liability, including the removal of any Security Interest on orin any Arlo Asset that may serve as collateral or security for any such Parent Liability.

(b) To the extent required to obtain a release from a guarantee of:

(i) any member of the Parent Group, Arlo shall execute a guarantee agreement in the form of the existing guarantee or such other form asis agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in anyParent Asset that may serve as collateral or security for any such Arlo Liability, except to the extent that such existing guarantee containsrepresentations, covenants or other terms or provisions either (i) with which Arlo would be reasonably unable to comply or (ii) which Arlo would notreasonably be able to avoid breaching; and

(ii) any member of the Arlo Group, Parent shall execute a guarantee agreement in the form of the existing guarantee or such other form asis agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any ArloAsset that may serve as collateral or security for any such Parent Liability, except to the extent that such existing guarantee contains representations,covenants or other terms or provisions either (i) with which Parent would be reasonably unable to comply or (ii) which Parent would not reasonablybe able to avoid breaching.

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(c) If Parent or Arlo is unable to obtain, or to cause to be obtained, any such required removal or release, or is expressly not required to do so, ineach case as set forth in clauses (a) and (b) of this Section 2.7 , (i) the Party or the relevant member of its Group that is responsible pursuant to thisAgreement for the Liability associated with such guarantee shall indemnify, defend and hold harmless the guarantor or obligor, as applicable, against orfrom any Liability arising from or relating thereto in accordance with the provisions of Article V and shall, as agent or subcontractor for such guarantor orobligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and Arlo, onbehalf of itself and the other members of their respective Group, agree not to renew or extend the term of, increase any obligations under, or transfer to aThird Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable unless allobligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory inform and substance to such other Party.

2.8 Termination of Agreements .

(a) Except as set forth in Section 2.8(b) , in furtherance of the releases and other provisions of Section 5.1 , Arlo and each member of the ArloGroup, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements,commitments or understandings, whether or not in writing, between or among Arlo and/or any member of the Arlo Group, on the one hand, and Parentand/or any member of the Parent Group, on the other hand, effective as of the Separation Time. No such terminated agreement, arrangement, commitmentor understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Separation Time.Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or toany of the provisions thereof):

(i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement orany Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and afterthe Separation Time);

(ii) any agreements, arrangements, commitments or intercompany accounts receivable, accounts payable or other intercompany accountslisted or described on Schedule 2.8(b)(ii) , which shall be treated as described therein;

(iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto, including any SharedContracts; and

(iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or Arlo, as thecase may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determiningwhether a Subsidiary is wholly owned).

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(c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and anymember of the Arlo Group, on the other hand, outstanding as of the Separation Time and arising out of the contracts or agreements described in Section 2.8(b) or out of the provision, prior to the Separation Time, of the services to be provided following the Separation Time pursuant to the AncillaryAgreements shall be repaid or settled following the Separation Time in the ordinary course of business or, if otherwise mutually agreed prior to theSeparation Time by duly authorized representatives of Parent and Arlo, cancelled. All other intercompany accounts receivable and accounts payablebetween any member of the Parent Group, on the one hand, and any member of the Arlo Group, on the other hand, outstanding as of the Separation Timeshall be repaid or settled immediately prior to or as promptly as practicable after the Separation Time.

2.9 Treatment of Shared Contracts .

(a) Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1 , unless the Parties otherwise agreeor the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.9 are expressly conveyed to theapplicable Party pursuant to this Agreement or an Ancillary Agreement, any contract or agreement, a portion of which relates to matters that would be thesubject of an Arlo Contract, but the remainder of which relates to matters that would be the subject of a Parent Asset (any such contract or agreement,including those set forth on Schedule 2.9 , a “ Shared Contract ”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, ifso assignable, or appropriately amended prior to, on or after the Separation Time, so that each Party or the member of its Group shall, as of the SeparationTime, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided , however ,that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any SharedContract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where suchconsents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannotbe amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, andshall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice tothe other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such otherParty the ability to exercise any applicable rights under such Shared Contract) to cause a member of the Arlo Group or the Parent Group, as the case may be,to receive the rights and benefits of that portion of each Shared Contract that relates to the Arlo Business or the Parent Business, as the case may be (in eachcase, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of theapplicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.9 , and to bear the burden of the correspondingLiabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicableGroup pursuant to this Section 2.9 .

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(b) Each of Parent and Arlo shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contractinuring to its respective businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of its Group, as applicable, notlater than the Separation Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unlessrequired by applicable Law).

(c) Nothing in this Section 2.9 shall require any member of any Group to make any payment (except to the extent advanced, assumed or agreedin advance to be reimbursed by any member of the other Group), incur any obligation or grant any concession for the benefit of any member of any otherGroup in order to effect any transaction contemplated by this Section 2.9 .

2.10 Bank Accounts; Cash Balances .

(a) Each Party agrees to take, or cause the members of its Group to take, at the Separation Time (or such earlier time as the Parties may agree),all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Arlo or any other member of the ArloGroup (collectively, the “ Arlo Accounts ”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any othermember of the Parent Group (collectively, the “ Parent Accounts ”) so that each such Arlo Account and Parent Account, if currently linked (whether byautomatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ Linked ”) to any Parent Account or ArloAccount, respectively, is de-Linked from such Parent Account or Arlo Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.10(a) , there will be in place a cash managementprocess pursuant to which the Arlo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Arlo or amember of the Arlo Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.10(a) , there will continue to be in place a cashmanagement process pursuant to which the Parent Accounts will be managed and funds collected will be transferred into one (1) or more accountsmaintained by Parent or a member of the Parent Group.

(d) With respect to any outstanding checks issued or payments initiated by Parent, Arlo, or any of the members of their respective Groups priorto the Separation Time, such outstanding checks and payments shall be honored following the Separation Time by the Person or Group owning the accounton which the check is drawn or from which the payment was initiated, respectively.

(e) As between Parent and Arlo (and the members of their respective Groups), all payments made and reimbursements received after theSeparation Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall beheld by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment orreimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment orreimbursement without right of set-off.

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2.11 Ancillary Agreements . Effective at or prior to the Separation Time, each of Parent and Arlo will, or will cause the applicable members oftheir Groups to, execute and deliver all Ancillary Agreements to which it is a party.

2.12 Disclaimer of Representations and Warranties . EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THEPARENT GROUP) AND ARLO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE ARLO GROUP) UNDERSTANDS AND AGREES THAT,EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANYANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARYAGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIESTRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED INCONNECTION THEREWITH (INCLUDING WITHOUT LIMITATION GOVERNMENTAL APPROVALS OR PERMITS OF ANY KIND), AS TOTHE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCHPARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TOANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OFANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUEUPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR INANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASEOF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVETRANSFEREES SHALL BEAR, WITHOUT LIMITATION, THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVETO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITYINTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTSOF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE IIITHE IPO

3.1 Sole and Absolute Discretion; Cooperation . Subject to the terms of the Underwriting Agreement, Parent may, in its sole and absolutediscretion, determine the terms of the IPO, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the IPO and the timingand conditions to the consummation of the IPO. In addition, subject to the terms of the Underwriting Agreement, Parent may, at any time and from time totime until the consummation of the IPO, modify or change the terms of the IPO, including by accelerating or delaying the timing of the consummation of allor part of the IPO. Arlo shall cooperate with Parent to accomplish the IPO and shall, at Parent’s direction, promptly take any and all actions necessary ordesirable to effect the IPO, including, without limitation, the registration under the Securities Act of shares of Arlo Common Stock on an appropriateregistration form or forms to be designated by Parent.

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3.2 Actions Prior to the IPO .

(a) Subject to the conditions specified in Section 3.3 , Parent and Arlo shall use their reasonable best efforts to consummate the IPO. Suchactions shall include, but not necessarily be limited to, those specified in this Section 3.2 .

(b) Registration Statements. Arlo shall prepare and file the IPO Registration Statement, and such amendments or supplements thereto, and useits reasonable best efforts to cause the same to become and remain effective as required by Law or by the Underwriting Agreement, including, but notlimited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or federal, state orforeign securities Laws. Parent and Arlo shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statementregistering the Arlo Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect theestablishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, theDistribution or the other transactions contemplated by this Agreement and the Ancillary Agreements.

(c) Underwriting Activities. Parent and Arlo shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory toParent and shall comply with its obligations thereunder.

(d) IPO Consultation. Parent and Arlo shall consult with each other and the Underwriters regarding the timing, pricing and other materialmatters with respect to the IPO.

(e) Securities Law Matters. To the extent required under applicable Law, Parent and Arlo will prepare, and Arlo will file with the SEC any suchdocumentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the IPO, and Parent and Arlo shall eachuse its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Each of Parent and Arlo shall useits reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and anycomparable Laws under any foreign jurisdictions) in connection with the IPO.

(f) NYSE Listing. Arlo shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the shares ofArlo Common Stock to be issued in the IPO on the NYSE, subject to official notice of issuance.

(g) Preparation of Materials. Arlo shall participate in the preparation of materials and presentations as Parent or the Underwriters shall deemnecessary or desirable.

(h) IPO Costs. Other than the SEC registration fee and the FINRA fee, which were paid by Parent, Arlo shall pay all third-party costs, fees andexpenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing,printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

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(i) Arlo Directors and Officers. On or prior to the IPO Closing Date, Parent and Arlo shall take all necessary actions so that, as of the IPOClosing Date, the directors and executive officers of Arlo shall be those set forth in the IPO Registration Statement, unless otherwise agreed by the Parties.

(j) Arlo Certificate of Incorporation and Arlo Bylaws. On or prior to the IPO Closing Date, Parent and Arlo shall each take all actions that maybe required to provide for the adoption by Arlo of the Amended and Restated Certificate of Incorporation of Arlo substantially in the form attached asExhibit A and the Amended and Restated Bylaws of Arlo substantially in the form attached as Exhibit B .

3.3 Conditions Precedent to Consummation of the IPO .

(a) Subject to Section 3.1 , as soon as practicable after the date of this Agreement, the Parties hereto shall use their reasonable best efforts tosatisfy the conditions to the consummation of the IPO set forth in this Section 3.3 . The obligations of the Parties to consummate the IPO shall beconditioned on the satisfaction, or waiver by Parent in its sole discretion, of the following conditions:

(i) The transfer of the Arlo Assets (other than any Delayed Arlo Asset) and Arlo Liabilities (other than any Delayed Arlo Liability)contemplated to be transferred from Parent to Arlo at or prior to the Separation Time shall have occurred as contemplated by Section 2.1 , and thetransfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to betransferred from Arlo to Parent at or prior to the Separation Time shall have occurred as contemplated by Section 2.1 , in each case, pursuant to thePlan of Reorganization.

(ii) The IPO Registration Statement shall have been filed and declared effective by the SEC, and there shall be no stop-order in effectwith respect thereto, and no proceeding for that purpose shall have been instituted by the SEC.

(iii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable Laws under anyforeign jurisdictions) referenced in Section 3.2(e) , if any, shall have been taken and, where applicable, have become effective or been accepted.

(iv) The shares of Arlo Common Stock to be issued in the IPO shall have been accepted for listing on the NYSE, on official notice ofissuance.

(v) The Ancillary Agreements shall have been duly executed and delivered by the parties thereto.

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(vi) Arlo shall have entered into the Underwriting Agreement, and all conditions to the obligations of Parent, Arlo and the Underwritersshall have been satisfied or waived.

(vii) Parent shall be satisfied in its sole discretion that it will own at least 80.1% of the total voting power with respect to the election andremoval of directors of the outstanding shares of Arlo Common Stock following the IPO, and Parent shall be satisfied in its sole discretion that allother conditions to permit the Distribution to qualify as a tax-free distribution to Parent, Arlo and Parent’s stockholders shall, to the extent applicableas of the time of the IPO, be satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of thetime of the Distribution or thereafter.

(viii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibitionpreventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other AncillaryAgreement shall be in effect.

(ix) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separationand the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreementshall have been taken.

(x) This Agreement shall not have been terminated.

(xi) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Parent Board, in its solediscretion, makes it inadvisable to effect the Separation or the IPO.

(b) The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the ParentBoard to waive or not waive such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in Article X or alter theconsequences of any such termination from those specified in such Article. Any determination made by the Parent Board prior to the IPO concerning thesatisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.

ARTICLE IVTHE DISTRIBUTION

4.1 Sole and Absolute Discretion; Cooperation .

(a) Parent currently intends to effect the Distribution following the consummation of the IPO; provided , however , that Parent may, in its soleand absolute discretion, determine whether to proceed with, and the terms of the Distribution, including the form (including whether to effect the transactionas a pro rata spin-off, a split-off or a combination of both transactions), structure and terms of any transaction(s) and/or offering(s) to effect theDistribution. Subject to any restrictions contained in the Underwriting Agreement, Parent shall have the sole discretion to determine the date ofconsummation of the Distribution at any time after the IPO Closing Date, and such date as so determined by Parent is referred to herein as the “DistributionDate.”

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(b) Arlo shall cooperate with Parent to accomplish the Distribution and shall, at Parent’s direction, promptly take any and all actions necessaryor desirable to effect the Distribution. Parent shall select any investment bank or manager in connection with the Distribution, as well as any Agent,financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Parent. Arlo and Parent, as the case may be, willprovide to the Agent all share certificates and any information required in order to complete the Distribution.

4.2 Actions Prior to the Distribution . Prior to the Distribution Date and subject to the terms and conditions set forth herein, the Parties shalltake, or cause to be taken, the following actions in connection with the Distribution:

(a) Securities Law Matters . Parent and Arlo shall prepare and mail, prior to any Distribution Date, to the holders of Parent Common Stock,such information concerning Arlo, its business, operations and management, the Distribution and such other matters as Parent shall reasonably determineand as may be required by Law. Parent and Arlo will prepare, and Arlo will, to the extent required under applicable Law, file with the SEC any suchdocumentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the Distribution, and Parent and Arloshall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Each of Parent and Arloshall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States(and any comparable Laws under any foreign jurisdictions) in connection with the Distribution.

(b) NYSE Listing. Arlo shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the shares ofArlo Common Stock to be issued in the Distribution on the NYSE, subject to official notice of issuance.

(c) The Distribution Agent . Parent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agentregarding the Distribution.

(d) Stock-Based Employee Benefit Plan . Parent and Arlo shall take all actions as may be necessary to approve the grants of adjusted equityawards by Parent (in respect of shares of Parent Common Stock) and Arlo (in respect of shares of Arlo Common Stock) in connection with the Distributionin order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

4.3 Conditions to the Distribution .

(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of thefollowing conditions:

(i) Parent shall have received an opinion from its outside counsel, dated as of the Distribution Date, regarding the qualification of theContribution and the Distribution, taken together, as a reorganization within the meaning of Sections 355(a) and 368(a)(1)(D) of the Code.

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(ii) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect.

(iii) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming thesolvency and financial viability of Parent prior to the Distribution and of Parent and Arlo after consummation of the Distribution, and such opinionsshall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded.

(iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky lawsand the rules and regulations thereunder in connection with the Distribution shall have been taken or made, and, where applicable, have becomeeffective or been accepted by the applicable Governmental Authority.

(v) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibitionpreventing the consummation of the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control ofParent shall have occurred or failed to occur that prevents the consummation of the Distribution or any related transactions.

(vi) The shares of Arlo Common Stock to be distributed to the Parent stockholders in the Distribution shall have been accepted for listingon NYSE, subject to official notice of distribution.

(vii) No other events or developments shall exist or shall have occurred subsequent to the completion of the IPO that, in the judgment ofthe Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Distribution.

(b) The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the ParentBoard to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article X or alter theconsequences of any such termination from those specified in such Article. Any determination made by the Parent Board prior to the Distributionconcerning the satisfaction or waiver of any or all of the conditions set forth in Section 4.3(a) shall be conclusive and binding on the Parties.

4.4 The Distribution .

(a) Subject to Section 4.3 , on or prior to the Distribution Date, Arlo will deliver to the Agent, for the benefit of the Record Holders, book-entrytransfer authorizations for such number of the outstanding shares of Arlo Common Stock as is necessary to effect the Distribution, and shall cause thetransfer agent for the shares of Parent Common Stock to instruct the Agent to distribute at the Distribution Date the appropriate number of shares of ArloCommon Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Arlo will notissue paper stock certificates in respect of the shares of Arlo Common Stock. The Distribution shall be effective at the Distribution Date.

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(b) Subject to Sections 4.3 and 4.4(c) , each Record Holder will be entitled to receive in the Distribution a number of whole shares of ArloCommon Stock equal to the number of shares of Parent Common Stock held by such Record Holder on the Record Date multiplied by the distribution ratioto be determined by the Parent Board, rounded down to the nearest whole number.

(c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional shareinterests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Arlo.In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 4.4(c) , would be entitled to receive a fractional shareinterest of an Arlo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable afterthe Distribution Date, Parent shall direct the Agent to determine the number of whole and fractional shares of Arlo Common Stock allocable to each RecordHolder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailingprices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolutediscretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each suchRecord Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxesrequired to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees andcommissions. None of Parent, Arlo or the Agent will be required to guarantee any minimum sale price for the fractional shares of Arlo Common Stock soldin accordance with this Section 4.4(c) . Neither Parent nor Arlo will be required to pay any interest on the proceeds from the sale of fractional shares.Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Arlo. Solely for purposes ofcomputing fractional share interests pursuant to this Section 4.4(c) and Section 4.4(d) , the beneficial owner of shares of Parent Common Stock held ofrecord in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(d) Any shares of Arlo Common Stock or cash in lieu of fractional shares with respect to shares of Arlo Common Stock that remain unclaimedby any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Arlo, and Arlo or its transfer agent on its behalfshall hold such shares of Arlo Common Stock and cash for the account of such Record Holder, and the Parties agree that all obligations to provide suchshares of Arlo Common Stock and cash, if any, in lieu of fractional share interests shall be obligations of Arlo, subject in each case to applicable escheat orother abandoned property Laws, and Parent shall have no Liability with respect thereto.

(e) Until the shares of Arlo Common Stock are duly transferred in accordance with this Section 4.4 and applicable Law, from and after theDistribution Date, Arlo will regard the Persons entitled to receive such shares of Arlo Common Stock in accordance with this Section 4.4 as record holdersof shares of Arlo Common Stock in accordance with the terms of

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the Distribution without requiring any action on the part of such Persons. Arlo agrees that, subject to any transfers of such shares, from and after theDistribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights andprivileges with respect to, the shares of Arlo Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on thepart of such holder, to receive evidence of ownership of the shares of Arlo Common Stock then held by such holder.

ARTICLE VMUTUAL RELEASES; INDEMNIFICATION

5.1 Release of Pre-Separation Claims .

(a) Arlo Release of Parent. Except as provided in Section 5.1(c) and Section 5.1(e) , effective as of the Separation Time, Arlo does hereby, foritself and each other member of the Arlo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at anytime prior to the Separation Time have been stockholders, directors, officers, agents or employees of any member of the Arlo Group (in each case, in theirrespective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors andassigns, (ii) all Persons who at any time prior to the Separation Time have been stockholders, directors, officers, agents or employees of any member of theParent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) allPersons who at any time prior to the Separation Time are or have been stockholders, directors, officers, agents or employees of a Transferred Entity andwho are not, as of immediately following the Separation Time, directors, officers or employees of Arlo or a member of the Arlo Group, in each case from:(A) all Arlo Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation, the IPOand the Distribution (for the avoidance of doubt this clause (B) shall not limit or affect indemnification obligations of the Parties set forth in this Agreementor any Ancillary Agreement) and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts orcircumstances (including, for the avoidance of doubt, the presence of Hazardous Materials on the Arlo Real Property) occurring or existing prior to theSeparation Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, ator after the Separation Time), in each case to the extent relating to, arising out of or resulting from the Arlo Business, the Arlo Assets or the Arlo Liabilities.

(b) Parent Release of Arlo. Except as provided in Section 5.1(c) and Section 5.1(e) , effective as of the Separation Time, Parent does hereby,for itself and each other member of the Parent Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who atany time prior to the Separation Time have been stockholders, directors, officers, agents or employees of any member of the Parent Group (in each case, intheir respective capacities as such), remise, release and forever discharge (i) Arlo and the members of the Arlo Group and their respective successors andassigns, and (ii) all Persons who at any time prior to the Separation Time have been stockholders, directors, officers, agents or employees of any member ofthe Arlo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from(A) all Parent Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other

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activities to implement the Separation, the IPO and the Distribution (for the avoidance of doubt this clause (B) shall not limit or affect indemnificationobligations of the Parties set forth in this Agreement or any Ancillary Agreement) and (C) all Liabilities arising from or in connection with actions,inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Separation Time (whether or not such Liabilities ceasebeing contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Separation Time), in each case to the extentrelating to, arising out of or resulting from the Parent Business, the Parent Assets or the Parent Liabilities.

(c) Acknowledgment of Unknown Losses or Claims . The Parties expressly understand and acknowledge that it is possible that unknown lossesor claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Parties are deemedexpressly to understand provisions and principles of law such as Section 1542 of the Civil Code of the State of California (“ Section 1542 ”) (as well as anyand all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar orcomparable to Section 1542), which provides: GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOWOR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUSTHAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Parties are hereby deemed to agree that the provisions ofSection 1542 and all similar federal or state laws, rights, rules, or legal principles of California or any other jurisdiction that may be applicable herein, arehereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 5.1(a) and Section 5.1(b) .

(d) Obligations Not Affected. Nothing contained in Section 5.1(a) or 5.1(b) shall impair any right of any Person to enforce this Agreement, anyAncillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.8(b) or the applicable Schedulesthereto as not to terminate as of the Separation Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or 5.1(b) shall releaseany Person from:

(i) any Liability provided in or resulting from any agreement among any members of the Parent Group or any members of the Arlo Groupthat is specified in Section 2.8(b) or the applicable Schedules thereto as not to terminate as of the Separation Time, or any other Liability specified inSection 2.8(b) as not to terminate as of the Separation Time;

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member inaccordance with, or any other Liability of any member of any Group, including with respect to indemnification or contribution, under, this Agreementor any Ancillary Agreement;

(iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinarycourse of business by a member of one Group from a member of the other Group prior to the Separation Time;

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(iv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value received basis forwork done by a member of one Group at the request or on behalf of a member of the other Group;

(v) any Liability provided in or resulting from any Contract or understanding that is entered into after the Separation Time between anyParty (and/or a member of such Party’s Group), on the one hand, and any other Party (and/or a member of the other Party’s Group), on the other hand;

(vi) any Liability provided in or resulting from any agreement between any Person, who after the Separation Time is an employee of theArlo Group, on the one hand, and any member of the Parent Group, on the other hand, including any Liability resulting from any obligation of anysuch Person in respect of confidentiality, non-competition, non-disparagement or assignment of rights;

(vii) any Liability provided in or resulting from any agreement between any Person, who after the Separation Time is an employee of theParent Group, on the one hand, and any member of the Arlo Group, on the other hand, including any Liability resulting from any obligation of anysuch Person in respect of confidentiality, non-competition, non-disparagement or assignment of rights;

(viii) any Liability that the Parties may have with respect to any indemnification or contribution or other obligation pursuant to thisAgreement, any Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by theprovisions of this Article V and Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(ix) any Liability the release of which would result in the release of any Person other than a Person expressly contemplated to be releasedpursuant to this Section 5.1 .

In addition, nothing contained in Section 5.1(a) shall release any member of the Parent Group from honoring its existing obligations to indemnify anydirector, officer or employee of Arlo who was a director, officer or employee of any member of the Parent Group at or prior to the Separation Time, to theextent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled tosuch indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is an ArloLiability, Arlo shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with theprovisions set forth in this Article V .

(e) No Claims. Arlo shall not make, and shall not permit any other member of the Arlo Group to make, any claim or demand, or commence anyAction asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group,or any other Person released pursuant to Section 5.1(a) , with respect to any Liabilities released pursuant to Section 5.1(a) . Parent shall not make, and shallnot permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including anyclaim of contribution or any indemnification, against Arlo or any other member of the Arlo Group, or any other Person released pursuant to Section 5.1(b) ,with respect to any Liabilities released pursuant to Section 5.1(b) .

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(f) Execution of Further Releases. At any time at or after the Separation Time, at the request of either Party, the other Party shall cause eachmember of its respective Group to execute and deliver releases reflecting the provisions of this Section 5.1 .

5.2 Indemnification by Arlo . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extentpermitted by Law, Arlo shall, and shall cause the other members of the Arlo Group to, indemnify, defend and hold harmless Parent, each member of theParent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities assuch, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Parent Indemnitees ”), from and against any and allLiabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Arlo Liability;

(b) any failure of Arlo, any other member of the Arlo Group or any other Person to pay, perform or otherwise promptly discharge any ArloLiabilities in accordance with their terms, whether prior to, on or after the Separation Time;

(c) any breach by Arlo or any other member of the Arlo Group of this Agreement or any of the Ancillary Agreements (other than the LicenseAgreement, which indemnification obligations of the Parties are specified thereunder);

(d) except to the extent it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other creditsupport agreement, arrangement, commitment or understanding for the benefit of any member of the Arlo Group by any member of the Parent Group thatsurvives following the Separation; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to bestated therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement orany Prospectus (including in any amendments or supplements thereto) (other than information provided by Parent to Arlo specifically for inclusion in theIPO Registration Statement or any Prospectus), (ii) contained in any public filings made by Arlo with the SEC following the date of the IPO, or(iii) provided by Arlo to Parent specifically for inclusion in Parent’s annual or quarterly or current reports following the date of the IPO to the extent(A) such information pertains to (x) a member of the Arlo Group or (y) the Arlo Business or (B) Parent has provided prior written notice to Arlo that suchinformation will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information isincluded in such annual or quarterly or current reports; provided , that this subclause (B) shall not apply to the extent that any such Liability arises out of orresults from, or in connection with, any action or inaction of any member of the Parent Group, including as a result of any misstatement or omission of anyinformation by any member of the Parent Group to Arlo.

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5.3 Indemnification by Parent . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extentpermitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless Arlo, each member of theArlo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such,and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Arlo Indemnitees ”), from and against any and allLiabilities of the Arlo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Parent Liability;

(b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge anyParent Liabilities in accordance with their terms, whether prior to, on or after the Separation Time;

(c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements (other than theLicense Agreement, which indemnification obligations of the Parties are specified thereunder);

(d) except to the extent it relates to an Arlo Liability, any guarantee, indemnification or contribution obligation, surety bond or other creditsupport agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the Arlo Group thatsurvives following the Separation; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to bestated therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement orany Prospectus (including in any amendments or supplements thereto) provided by Parent specifically for inclusion therein to the extent such informationpertains to (x) any member of the Parent Group or (y) the Parent Business or (ii) provided by Parent to Arlo specifically for inclusion in Arlo’s annual orquarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a member of the Parent Group or (y) the ParentBusiness or (B) Arlo has provided written notice to Parent that such information will be included in one or more annual or quarterly or current reports,specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; provided , that thissubclause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any memberof the Arlo Group, including as a result of any misstatement or omission of any information by any member of the Arlo Group to Parent.

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5.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article V or Article VI willbe net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from anyPerson by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “ Indemnifying Party ”)is required to pay to any Person entitled to indemnification or contribution hereunder (an “ Indemnitee ”) will be reduced by any Insurance Proceeds orother amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of theIndemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “ Indemnity Payment ”) required by this Agreement from anIndemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then withinten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of theIndemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net ofany out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that it is their intent that an insurer that would otherwise be obligated to pay any claim shall not be relieved of theresponsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogationrights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” ( i.e. , a benefit they would not beentitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall,and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the costof expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverablerespecting the Liabilities for which indemnification or contribution may be available under this Article V . Notwithstanding the foregoing, an IndemnifyingParty may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnificationobligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any InsuranceProceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or anyAncillary Agreement.

5.5 Procedures for Indemnification of Third-Party Claims .

(a) Notice of Claims. If, at or following the Separation Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person(including any Governmental Authority) who is not a member of the Parent Group or the Arlo Group of any claim or of the commencement by any suchPerson of any Action (collectively, a “ Third-Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification tosuch Indemnitee pursuant to Section 5.2 or 5.3 , or any other Section of this Agreement or any

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Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen(14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe theThird-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all noticesand documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of anIndemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under thisAgreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with thisSection 5.5(a) .

(b) Control of Defense. Subject to any insurer’s rights pursuant to any Policies of either Party, an Indemnifying Party may elect to defend (andseek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided , that, prior to the Indemnifying Partyassuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to theIndemnifying Party by the Indemnitee being true, the Indemnifying Party shall indemnify the Indemnitee for any such damages to the extent resulting from,or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defendingsuch Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnificationobligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that theIndemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be boundby such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have anindemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-PartyClaim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of the Third-PartyClaim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assumeresponsibility for defending the Third-Party Claim and specifying any reservations or exceptions to its defense. If an Indemnifying Party elects not toassume responsibility for defending any Third-Party Claim as provided in this Section 5.5(b) or fails to notify an Indemnitee of its election within thirty(30) days after receipt of the notice from an Indemnitee as provided in Section 5.5(a) , then the Indemnitee that is the subject of such Third-Party Claimshall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything herein to the contrary, to the extent aThird-Party Claim involves or would reasonably be expected to involve both an Arlo Liability and Parent Liability (collectively, a “ Shared Third-PartyClaim ”), Parent shall have the sole right to defend and control such portion of any Action relating to such Third-Party Claim to the extent it relates to aParent Liability, and Arlo shall have the sole right to defend and control such portion of any Action relating to such Third-Party Claim to the extent it relatesto an Arlo Liability. For the avoidance of doubt, “Shared Third-Party Claim” shall include those matters set forth on Schedule 5.5(b) .

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(c) Allocation of Defense Costs . If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, whether with or withoutany reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it inconnection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for anysuch fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party,regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Partyelects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt ofa notice from an Indemnitee as provided in Section 5.5(a) , and the Indemnitee conducts and controls the defense of such Third-Party Claim and theIndemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonablefees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. In the event of a Shared Third-Party Claim, eachParty shall be liable for the portion of the fees and expenses incurred by such Party in connection with the defense of such Shared Third-Party Claim that isequal to the relative portion of such Party’s Liability in respect of such Shared Third-Party Claim, and shall be entitled to seek any indemnification orreimbursement from the other Party for any fees or expenses incurred by such Party during the course of the defense of such Shared Third-Party Claim inexcess of such fees and expenses that are the responsibility of such Party pursuant to this Agreement.

(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, an IndemnifyingParty that has failed to elect to defend any Third-Party Claim as contemplated hereby and either Party in the case of a Shared Third-Party Claim,nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but notcontrol) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shallbe at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees andexpenses. Notwithstanding the foregoing, but subject to Sections 7.7 and 7.8 , such Party shall cooperate with the Party entitled to conduct and control thedefense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses,information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. Inaddition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differingdefenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separatecounsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and in such case theIndemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunderwithout the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely formonetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing orviolation of Law by the other Party or another member of its Group or the Indemnitee and provides for a full, unconditional and irrevocable release of theother Party and the other

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members of its Group and the Indemnitee(s) from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presentsthe other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnifiedhereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within anysuch shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall bedeemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Coordination. The provisions of Section 5.2 through Section 5.10 hereof do not apply with respect to Taxes or Taxmatters (it being understood and agreed that claims with respect to Taxes and Tax matters, including the control of Tax-related proceedings, shall begoverned by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any mattersaddressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

5.6 Additional Matters .

(a) Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled toindemnification or contribution under this Article V shall be paid reasonably promptly (but in any event within forty-five (45) days of the finaldetermination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article V ) by the Indemnifying Party to theIndemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for theamount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any InsuranceProceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article V shall remain operativeand in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge by the Indemnitee ofLiabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does notresult from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided , that the failureby an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that theIndemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which torespond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed aLiability of the Indemnifying Party under this Section 5.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof)is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does notrespond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VIII , be freeto pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, withoutprejudice to its continuing rights to pursue indemnification or contribution hereunder.

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(c) Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) anadequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) alegal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commerciallyreasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal orequitable remedy against the Third Party.

(d) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-PartyClaim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of whichsuch Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claimor against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of suchIndemnifying Party, in prosecuting any subrogated right, defense or claim.

5.7 Right of Contribution .

(a) Contribution. If any right of indemnification contained in Section 5.2 or Section 5.3 is held unenforceable or is unavailable for any reason,or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then theIndemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in suchproportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemniteesentitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 5.7 : (i) any fault associated with thebusiness conducted with the Delayed Arlo Assets or Delayed Arlo Liabilities (except for the gross negligence or intentional misconduct of a member of theParent Group) or with the ownership, operation or activities of the Arlo Business prior to the Separation Time shall be deemed to be the fault of Arlo andthe other members of the Arlo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (ii) any faultassociated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconductof a member of the Arlo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed tobe the fault of Arlo or any other member of the Arlo Group; and (iii) any fault associated with the ownership, operation or activities of the Parent Businessprior to the Separation Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to bethe fault of Arlo or any other member of the Arlo Group.

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5.8 Covenant Not to Sue . Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claimingthrough it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before anycourt, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Arlo Liabilities by Arlo or a member ofthe Arlo Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) theretention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the AncillaryAgreements is void or unenforceable for any reason; or (c) the provisions of this Article V are void or unenforceable for any reason.

5.9 Remedies Cumulative . The remedies provided in this Article V shall be cumulative and, subject to the provisions of Article VIII , shall notpreclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

5.10 Survival of Indemnities . The rights and obligations of each of Parent and Arlo and their respective Indemnitees under this Article V shallsurvive (a) the sale or other transfer by either Party or any member of its Group of any Assets or businesses or the assignment by it of any Liabilities; or(b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similartransaction involving either Party or any of the members of its Group.

ARTICLE VICERTAIN OTHER MATTERS

6.1 Arlo Financial Covenants . Arlo agrees that, for so long as Parent is required to consolidate the results of operations and financial positionof Arlo and any other members of the Arlo Group or to account for its investment in Arlo or any other member of the Arlo Group under the equity methodof accounting (determined in accordance with GAAP consistently applied and consistent with SEC reporting requirements):

(a) Disclosure of Financial Controls . Arlo will, and will cause each other member of the Arlo Group to, maintain, as of and after the IPOClosing Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated underthe Exchange Act. Arlo will, and will cause each other member of the Arlo Group to, maintain, as of and after the IPO Closing Date, internal systems andprocedures that will provide reasonable assurance that (A) Arlo’s annual and quarterly financial statements are reliable and timely prepared in accordancewith GAAP and applicable Law, (B) all transactions of members of the Arlo Group are recorded as necessary to permit the preparation of Arlo’s annual andquarterly financial statements, (C) the receipts and expenditures of members of the Arlo Group are authorized at the appropriate level within Arlo, and(D) unauthorized use or disposition of the assets of any member of the Arlo Group that could have a material effect on Arlo’s annual and quarterly financialstatements is prevented or detected in a timely manner.

(b) Fiscal Year . Arlo will, and will cause each member of the Arlo Group organized in the United States to, maintain a fiscal year thatcommences and ends on the same calendar days as Parent’s fiscal year commences and ends, and to maintain monthly accounting periods that commenceand end on the same calendar days as Parent’s monthly accounting periods commence and end.

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(c) Monthly Financial Reports . No later than eight (8) Business Days after the end of each month (including the last month of Parent’s fiscalyear), unless otherwise agreed in writing by the Parties, Arlo will deliver to Parent a preliminary consolidated income statement and preliminaryconsolidated balance sheet and, if requested by Parent, income statements and balance sheets for each Affiliate of Arlo which is consolidated with Arlo, forsuch period. Arlo will also deliver to Parent a preliminary consolidated statement of cash flows for Arlo for such period and, if requested, statements of cashflow for each Affiliate of Arlo which is consolidated with Arlo, no later than ten (10) Business Days after the end of each monthly accounting period ofArlo (including the last monthly accounting period of Arlo of each fiscal year). The income statements, balance sheets and statements of cash flows will bein a such format and detail as Parent may request, and the information supporting such statements shall be submitted electronically for inclusion in Parent’sfinancial reporting systems by such date to permit timely preparation of Parent’s consolidated financial statements. In addition, if Arlo makes adjustments orother corrections to such financial information, adjustments or other corrections will be delivered by Arlo to Parent as soon as practicable, and in any eventwithin eight (8) hours thereafter.

(d) Quarterly and Annual Financial Statements . Arlo shall establish a disclosure committee (the “ Disclosure Committee ”) for the purposes ofreview and approval of Arlo’s Forms 10-Q and Forms 10-K and other significant filings with the SEC prior to the filing of such documents. Parent will havesole discretion to select up to three (3) of its employees to participate in all meetings of such committee for the purpose of reviewing the consistency of suchdocuments with similar documents or other disclosures of Parent. Distribution of documents by Arlo for review by Parent should be made at the time suchdocuments are distributed to the Arlo participants and should provide a reasonable period for review prior to the applicable meeting. The management ofArlo shall be solely liable for the completeness and accuracy of any such filings, including any financial statements included therein. Arlo will cause each ofits principal executive and principal financial officers to sign and deliver to Parent the certifications required by Sections 302 and 906 of the Sarbanes-OxleyAct of 2002 and will include the certifications in Arlo’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 ofRegulation S-K.

(e) Budgets and Financial Projections . Arlo will, as promptly as practicable, deliver to Parent copies of all annual budgets and periodicfinancial projections (consistent in terms of format and detail and otherwise required by Parent) relating to Arlo on a consolidated basis and will provideParent an opportunity to meet with management of Arlo to discuss such budgets and projections. Arlo will continue to provide to Parent projections on amonthly basis consistent with past practices, including income, cash flow and operating indicators, as well as capital expenditure detail on a quarterly basis.Such projections will be submitted electronically for inclusion in Parent’s management reporting systems.

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(f) Conformance with Parent Financial Presentation . All information provided by any member of the Arlo Group to Parent or filed with theSEC pursuant to Section 6.1(c) through (e) will be consistent in terms of format and detail and otherwise with Parent’s policies with respect to theapplication of GAAP and practices in effect on the IPO Closing Date with respect to the provision of such financial information by such member of the ArloGroup to Parent, with such changes therein as may be required by GAAP or requested by Parent from time to time consistent with changes in suchaccounting principles and practices.

(g) Other Information . With reasonable promptness, Arlo will deliver to Parent such additional financial and other information and data withrespect to the Arlo Group and its business, properties, financial positions, results of operations and prospects as may be reasonably requested by Parent fromtime to time.

(h) Press Releases and Similar Information . Arlo will consult with Parent as to the timing of Arlo’s quarterly earnings releases and any interimfinancial guidance for a current or future period and will give Parent the opportunity to review the information therein relating to the Arlo Group and tocomment thereon. Parent and Arlo will make reasonable efforts to coordinate the issuance of their respective quarterly earnings releases. No later than five(5) days prior to the time and date that Arlo intends to publish its regular quarterly earnings release or any financial guidance for a current or future period,Arlo will deliver to Parent copies of drafts of (i) all press releases, (ii) investor presentations and (iii) other statements to be made available by any memberof the Arlo Group to its employees or to the public, in each case, concerning any matters that could be reasonably likely to have a material financial impacton the earnings, results of operations, financial condition or prospects of any member of the Arlo Group. No later than four (4) hours prior to the time anddate that Arlo intends to publish its regular quarterly earnings release or any financial guidance for a current or future period, Arlo will deliver to Parentcopies of substantially final drafts of all such materials. In addition, prior to the issuance of any such press release, investor presentation or public statementthat meets the criteria set forth in the preceding two sentences, Arlo will consult with Parent regarding any changes (other than typographical or othersimilar minor changes) to such substantially final drafts. Immediately following the issuance thereof, Arlo will deliver to Parent copies of final drafts of allpress releases, investor presentations and such other public statements.

(i) Cooperation on Parent Filings . Arlo will cooperate fully, and cause Arlo’s independent certified public accountants (the “ Arlo Auditors ”)to cooperate fully, with Parent to the extent requested by Parent in the preparation of Parent’s public earnings or other press releases, Quarterly Reports onForm 10-Q, Annual Reports to Stockholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information andregistration statements, reports, notices, prospectuses and any other filings made by Parent with the SEC, any national securities exchange or otherwisemade publicly available (collectively, the “ Parent Public Filings ”). Arlo is responsible for the preparation of its financial statements in accordance withParent’s policies with respect to the application of GAAP and shall indemnify Parent for any Liabilities it shall incur with respect to the inaccuracy of suchstatements. As long as Parent is required to consolidate the results of operations and financial position of Arlo in its financial statements, Arlo will continueto prepare the quarterly and annual financial reporting analysis and provide support for financial statement footnotes and other information included in theParent Public Filings. Such information and the timing thereof will be consistent with the Parent financial statement processes in place prior to theSeparation Time. Arlo also agrees to provide to Parent all other information that Parent reasonably requests in connection with any Parent Public Filings orthat, in the judgment of Parent’s legal department, is required to be

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disclosed or incorporated by reference therein under any Law. Arlo will provide such information in a timely manner on the dates requested by Parent(which may be earlier than the dates on which Arlo otherwise would be required hereunder to have such information available) to enable Parent to prepare,print and release all Parent Public Filings on such dates as Parent will determine, but in no event later than as required by applicable Law. Arlo will use itscommercially reasonable efforts to cause the Arlo Auditors to consent to any reference to them as experts in any Parent Public Filings required under anyLaw. If and to the extent requested by Parent, Arlo will diligently and promptly review all drafts of such Parent Public Filings and prepare in a diligent andtimely fashion any portion of such Parent Public Filing pertaining to Arlo. Arlo management’s responsibility for reviewing such disclosures shall include adetermination that such disclosures are complete and accurate and consistent with other public filings or other disclosures which have been made by Arlo.Prior to any printing or public release of any Parent Public Filing, an appropriate executive officer of Arlo will, if requested by Parent, certify that theinformation relating to any member of the Arlo Group in such Parent Public Filing is accurate, true, complete and correct in all material respects. Unlessrequired by applicable Law, Arlo will not publicly release any financial or other information which conflicts with the information with respect to anymember of the Arlo Group that is included in any Parent Public Filing without Parent’s prior written consent. Prior to the release or filing thereof, Parentwill provide Arlo with a draft of any portion of a Parent Public Filing containing information relating to the Arlo Group and will give Arlo an opportunity toreview such information and comment thereon; provided , that Parent will determine in its sole discretion the final form and content of all Parent PublicFilings.

(j) For the avoidance of doubt, Arlo’s requirements under this Section 6.1 will continue until the reporting for all financial statement periodsduring which Parent was required to consolidate the results of operations and financial position of Arlo and any other members of the Arlo Group or toaccount for its investment in Arlo or any other member of the Arlo Group under the equity method of accounting (determined in accordance with GAAPconsistently applied and consistent with SEC reporting requirements) has been completed. For example, if Arlo ceases to be a consolidated subsidiary orequity method affiliate of Parent on September 30, Arlo’s obligations with regard to information required for Parent’s Form 10-K for the year endedDecember 31 will remain in effect until such Form 10-K has been filed.

6.2 Auditors and Audits; Annual Financial Statements and Accounting . Arlo agrees that, for so long as Parent is required to consolidate theresults of operations and financial position of Arlo and any other members of the Arlo Group or to account for its investment in Arlo or any other memberof the Arlo Group under the equity method of accounting (determined in accordance with GAAP consistently applied and consistent with SEC reportingrequirements):

(a) Auditor . No member of the Arlo Group shall change its independent auditors without Parent’s prior written consent (which should not beunreasonably withheld, conditioned or delayed).

(b) Audit Timing . Arlo shall use its reasonable best efforts to enable Parent to meet its timetable for the printing, filing and publicdissemination of Parent’s audited annual financial statements (the “ Parent Annual Statements ”), all in accordance with Section 6.1 hereof and as requiredby applicable Law.

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(c) Information Needed by Parent . Arlo shall provide to Parent on a timely basis all information that Parent reasonably requires to meet itsschedule for the preparation, printing, filing, and public dissemination of the Parent Annual Statements in accordance with Section 6.1 hereof and asrequired by applicable Law. Without limiting the generality of the foregoing, Arlo will provide all required financial information with respect to the ArloGroup to the Arlo Auditors in a sufficient and reasonable time and in sufficient detail to permit the Arlo Auditors to take all steps and perform all reviewsnecessary to provide sufficient assistance to the independent auditors of Parent (“ Parent Auditors ”) with respect to information to be included or containedin the Parent Annual Statements.

(d) Access to the Arlo Auditors . Arlo shall authorize the Arlo Auditors to make available to the Parent Auditors both the personnel whoperformed, or are performing, the annual audit of Arlo and work papers related to the annual audit of Arlo, in all cases within a reasonable time prior to theArlo Auditors’ opinion date, so that the Parent Auditors are able to perform the procedures they consider necessary to take responsibility for the work of theArlo Auditors as it relates to the Parent Auditors’ report on Parent’s statements, all within sufficient time to enable Parent to meet its timetable for theprinting, filing and public dissemination of the Parent Annual Statements.

(e) Access to Records . If Parent determines in good faith that there may be some inaccuracy in an Arlo Group member’s financial statements ordeficiency in an Arlo Group member’s internal accounting controls or operations that could materially impact Parent’s financial statements, at Parent’srequest, Arlo will provide Parent’s internal auditors with access to the Arlo Group’s books and records so that Parent may conduct reasonable audits relatingto the financial statements provided by Arlo under this Agreement as well as to the internal accounting controls and operations of the Arlo Group.

(f) Notice of Changes . Subject to Section 6.1(g) , Arlo will give Parent as much prior notice as reasonably practicable of any proposeddetermination of, or any significant changes in, Arlo’s accounting estimates or accounting principles from those in effect on the IPO Closing Date. Arlo willconsult with Parent and, if requested by Parent, Arlo will consult with the Parent Auditors with respect thereto. Arlo will not make any such determinationor changes without Parent’s prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Arlo’sor Parent’s financial statements as filed with the SEC or otherwise publicly disclosed therein. Arlo will give Parent as much prior notice as reasonablypracticable of any business combination, the acquisition of any variable interest entities or any other transaction, in each case, which could reasonably beexpected to result in the consolidation by Parent of the results of operations and financial position of an entity that is not a member of the Arlo Group.

(g) Accounting Changes Requested by Parent . Notwithstanding Section 6.2(f) , Arlo will make any changes in its accounting estimates oraccounting principles that are requested by Parent in order for Arlo’s accounting practices and principles to be consistent with those of Parent.

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(h) Special Reports of Deficiencies or Violations . Arlo will report in reasonable detail to Parent the following events or circumstances promptlyafter any executive officer of Arlo or any member of the Arlo Board becomes aware of such matter: (A) all significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Arlo’s ability to record, process,summarize and report financial information; (B) any fraud, whether or not material, that involves management or other employees who have a significantrole in Arlo’s internal control over financial reporting; (C) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act; and (D) anyreport of a material violation of Law that an attorney representing any member of the Arlo Group has formally made to any officers or directors of Arlopursuant to the SEC’s attorney conduct rules (17 C.F.R. Part 205).

(i) For the avoidance of doubt, Arlo’s requirements under this Section 6.2 will continue until the reporting for all financial statement periodsduring which Parent was required to consolidate the results of operations and financial position of Arlo and any other members of the Arlo Group or toaccount for its investment in Arlo or any other member of the Arlo Group under the equity method of accounting (determined in accordance with GAAPconsistently applied and consistent with SEC reporting requirements) has been completed. For example, if Arlo ceases to be a consolidated subsidiary orequity method affiliate of Parent on September 30, Arlo’s obligations with regard to information required for Parent’s Form 10-K for the year endedDecember 31 will remain in effect until such Form 10-K has been filed.

6.3 Parent Financial Information Certifications . Parent’s disclosure controls and procedures and internal control over financial reporting (aseach is contemplated by the Exchange Act) are currently applicable to Arlo as its Subsidiary. In order to enable the principal executive officer and principalfinancial officer of Arlo to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002 following the IPO Closing Date inrespect of any quarterly or annual fiscal period of Arlo that begins prior to the IPO Closing Date in respect of which financial statements are not included inthe IPO Registration Statement (a “ Straddle Period ”), Parent, on or before the date that is ten (10) days prior to the latest date on which Arlo may file theperiodic report pursuant to Section 13 of the Exchange Act for any such Straddle Period (not taking into account any possible extensions), shall provideArlo with one or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were anychanges in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control overfinancing reporting, which certification(s) shall be (a) with respect to the applicable Straddle Period (it being understood that no certification need beprovided with respect to any period or portion of any period after the IPO Closing Date) and (b) in substantially the same form as those that had beenprovided by officers or employees of Parent in similar certifications delivered prior to the IPO Closing Date, with such changes thereto as Parent mayreasonably determine. Such certification(s) shall be provided by Parent (and not by any officer or employee in their individual capacity).

6.4 Covenants Relating to the Incurrence of Indebtedness .

(a) For so long as Parent beneficially owns at least fifty percent (50%) of the total voting power of Arlo’s outstanding capital stock entitled tovote in the election of the Arlo Board, Arlo will not, and Arlo will not permit any other member of the Arlo Group to, without Parent’s prior written consent(which Parent may withhold in its sole discretion), directly or indirectly, incur any Arlo Indebtedness, other than, subject to Section 6.4(b) , any ArloIndebtedness not exceeding, in the aggregate, $100 million.

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(b) For so long as Parent beneficially owns at least fifty percent (50%) of the total voting power of Arlo’s outstanding capital stock entitled tovote in the election of the Arlo Board, Arlo will not, and Arlo will not permit any other member of the Arlo Group to, without Parent’s prior written consent(which Parent may withhold in its sole discretion), create, incur, assume or suffer to exist any Arlo Indebtedness if the incurrence of such Arlo Indebtednesswould cause Parent to be in breach of or in default under any contract the existence of which Parent has advised Arlo, or if the incurrence of such ArloIndebtedness could be reasonably likely to adversely impact the credit rating of any commercial indebtedness of Parent.

(c) In order to implement this Section 6.4 , Arlo will notify Parent in writing at least forty-five (45) Business Days prior to the time it or anyother member of the Arlo Group contemplates incurring any Arlo Indebtedness of its intention to do so and will either (x) demonstrate to Parent’ssatisfaction that this Section 6.4 will not be violated by such proposed additional Arlo Indebtedness or (y) obtain Parent’s prior written consent to theincurrence of such proposed additional Arlo Indebtedness. Any such written notification from Arlo to Parent will include documentation of any existingArlo Indebtedness and estimated Arlo Indebtedness after giving effect to such proposed incurrence of additional Arlo Indebtedness. Parent will have theright to verify the accuracy of such information and Arlo will cooperate fully with Parent in such effort (including, without limitation, by providing Parentwith access to the working papers and underlying documentation related to any calculations used in determining such information).

6.5 Other Covenants .

(a) For so long as Parent beneficially owns at least fifty percent (50%) of the total voting power of Arlo’s outstanding capital stock entitled tovote in the election of the Arlo Board:

(i) Arlo will not, without the prior written consent of Parent (which Parent may withhold in its sole discretion), take, or cause to be taken,directly or indirectly, any action, including making or failing to make any election under the Law of any state, which has the effect, directly orindirectly, of restricting or limiting the ability of Parent to freely sell, transfer, assign, pledge or otherwise dispose of shares of Arlo Common Stock orwould restrict or limit the rights of any transferee of Parent as a holder of Arlo Common Stock. Without limiting the generality of the foregoing, Arlowill not, without the prior written consent of Parent (which Parent may withhold in its sole discretion), take any action, or take any action torecommend to its stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, Parent as an Arlostockholder either (i) solely as a result of the amount of Arlo Common Stock owned by Parent or (ii) in a manner not applicable to Arlo stockholdersgenerally.

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(ii) To the extent that Parent is a party to any contract that provides that certain actions or inactions of Affiliates of Parent (which forpurposes of such contract includes any member of the Arlo Group) may result in Parent being in breach of or in default under such contract andParent has advised Arlo of the existence, and has furnished Arlo with copies, of such contracts (or the relevant portions thereof), Arlo will not take orfail to take, as applicable, and Arlo will cause the other members of the Arlo Group not to take or fail to take, as applicable, any actions thatreasonably could result in Parent being in breach of or in default under any such contract. The parties acknowledge and agree that from time to timeParent may in good faith (and not solely with the intention of imposing restrictions on Arlo pursuant to this covenant) enter into additional contractsor amendments to existing contracts that provide that certain actions or inactions of members of the Parent Group (including, for purposes of thisSection 6.5(a)(ii) , members of the Arlo Group) may result in Parent being in breach of or in default under such contracts. In such event, providedParent has notified Arlo of such additional contracts or amendments to existing contracts, Arlo will not thereafter take or fail to take, as applicable,and Arlo will cause the other members of the Arlo Group not to take or fail to take, as applicable, any actions that reasonably could result in Parentbeing in breach of or in default under any such additional contracts or amendments to existing contracts. Parent acknowledges and agrees that Arlowill not be deemed in breach of this Section 6.5(a)(ii) to the extent that, prior to being notified by Parent of an additional contract or an amendment toan existing contract pursuant to this Section 6.5(a)(ii) , a member of the Arlo Group already has taken or failed to take one or more actions that wouldotherwise constitute a breach of this Section 6.5(a)(ii) had such action(s) or inaction(s) occurred after such notification, provided , that Arlo does not,after notification by Parent, take any further action or fail to take any action that contributes further to such breach or default. Arlo agrees that anyinformation provided to it pursuant to this Section 6.5(a)(ii) will constitute information that is subject to Arlo’s obligations under Article VII .

(iii) Arlo will not, and Arlo will not permit any other member of the Arlo Group to, without Parent’s prior written consent (which Parentmay withhold in its sole discretion), directly or indirectly, (A) acquire any other businesses or assets or dispose of any of its own assets, in each casewith an aggregate value for all such transactions in excess of $10 million or (B) acquire or agree to acquire any share, shares or other interest in anycompany, partnership or other venture, whether by way of a purchase of stock or securities, contributions to capital, or otherwise, or the loaning ofany funds to third parties, in each case, in excess of $10 million in the aggregate.

(b) For so long as Parent beneficially owns at least eighty percent (80%) of the total voting power of Arlo’s outstanding capital stock entitled tovote in the election of the Arlo Board, Arlo will not, without the prior written consent of Parent (which it may withhold in its sole discretion), issue, or enterinto any agreement, commitment or understanding to issue (or that could result in the issuance of), any shares of Arlo Capital Stock or any rights, warrantsor options to acquire Arlo Capital Stock (including, without limitation, securities convertible into or exchangeable for Arlo Capital Stock), if after givingeffect to such issuances and considering all of the shares of Arlo Capital Stock acquirable pursuant to such rights, warrants and options to be outstanding onthe date of such issuance (whether or not then exercisable), Parent could own (a) less than eighty percent (80%) of the total voting power of the outstandingshares of Arlo Capital Stock entitled to vote in the election of Arlo directors, (b) less than eighty percent (80%) of the outstanding shares of any class ofArlo Capital Stock not entitled to vote in the election of Arlo directors, or (c) less than eighty percent (80%) of the value of the outstanding shares of ArloCapital Stock.

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(c) The parties agree to the matters set forth in Schedule 6.5(c) .

6.6 I ntellectual Property Developed Between the Separation and the Distribution .

(a) During the period commencing at the Separation Time and ending on the earliest of (i) the date of the Distribution, (ii) December 31, 2018or (iii) such earlier date as may be agreed in writing by the Parties (such date, the “ Collaboration End Date ”), the Parties intend, but are not obligated, tocontinue to collaborate in the development of Technology that may be related and useful to their respective businesses, and which collaboration may resultin the creation of Intellectual Property Rights (such Intellectual Property Rights, the “ New IPR ”) that will be owned by a Party. Except as otherwise setforth in Section 6.6(b) below, ownership shall be determined in accordance with applicable Law. Accordingly, as promptly as practicable following theCollaboration End Date (and in no event later than 60 days following the Collaboration End Date), representatives of each Party shall meet and determine ingood faith which New IPR owned by each Party or its subsidiaries arose from the collaboration, and such New IPR shall be licensed to the other Party andits subsidiaries as Other IP or a licensed Patent pursuant to the License Agreement. Such licenses shall be deemed to have been granted upon the creation ofthe relevant New IPR. The Parties shall memorialize such determination in writing, which writing shall be deemed to automatically supplement the relevantcategory of Intellectual Property Rights licensed under the License Agreement.

(b) The Parties agree that (i) ownership of any Patent arising from the collaboration shall be allocated to the Party employing the namedinventor or inventors (determined in accordance with applicable Law), and if employees of both Parties are named inventors, the Patent shall be jointlyowned by the Parties without duty to account, with the Parties to share in the cost of prosecuting such joint Patent and to cooperate in the enforcement ofsuch Patents, and (ii) the Party whose employee authors any work of authorship (including any Software) will own a Copyright in accordance withapplicable Law, and it is not the intention of the Parties to author any work of authorship that would be considered a joint work; provided , however , if anyCopyright that is New IPR should be held to be jointly owned by the Parties, such joint ownership shall be without the duty to account. In the event that anyNew IPR is jointly owned by the Parties, each Party’s rights thereto shall be solely as a joint owner and not as a licensee. Nothing set forth in this Section 6.6 shall affect a Party’s ownership (as may be established by applicable Law or this Section 6.6(b) ) of any New IPR or require a Party to transferownership of any Intellectual Property Rights (including rights to derivative works of a Party’s Software authored by the other Party) to the other Party.

6.7 Names Following the Separation .

(a) Except as set forth in Section 6.7(b) below, neither Arlo nor any member of its Group shall use, or have the right to use, the Parent Marksor any name or mark that, in the reasonable judgment of Parent, is confusingly similar to the Parent Marks. Notwithstanding Section 6.7(b) below, neitherArlo nor any member of its Group shall use the Parent Marks in any manner that detracts from the goodwill and reputation of Parent associated with theParent Marks.

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(b) Effective upon the Separation Time and until the expiration of the applicable time period covered herein, NETGEAR shall, and shall causemembers of its Group to, grant to Arlo and members of its Group, a limited, non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicenseableworldwide license or authorization, as applicable, to use the Parent Marks solely in connection with (i) any Arlo Inventory that, as of the Separation Time,bears or incorporates the Parent Marks, until such time as usable Arlo Inventory existing as of the Separation Time has been exhausted; (ii) the manufactureof Arlo Products that are made with the raw materials, work-in-process or components that constitute Arlo Inventory, in each case, as of the SeparationTime; (iii) the continued use of any machine, mold or other device that causes the Parent Marks to be imprinted on any circuit board, case or similarproducts used in an Arlo Product, provided that such Parent Marks are not visible to an ordinary user of such product, until such time as such machine, moldor other device has been retooled or otherwise modified to remove the Parent Mark; and (iv) building and other signage, in the case of clause (iv), for aperiod ending on the Distribution Date; provided , that such time period in clause (iv) shall be automatically extended to the extent required in connectionwith obtaining any necessary approvals of any landlord or other Third Party with respect thereto.

(c) Except as set forth in Section 6.7(d) below, neither Parent nor any member of its Group shall use, or have the right to use, the Arlo Marksor any name or mark that, in the reasonable judgment of Arlo, is confusingly similar to the Arlo Marks. Notwithstanding Section 6.7(d) below, neitherParent nor any member of its Group shall use the Arlo Marks in any manner that detracts from the goodwill and reputation of Arlo associated with the ArloMarks.

(d) Effective upon the Separation Time and until the expiration of the applicable time period covered herein, Arlo shall, and shall causemembers of its Group to, grant to Parent and members of its Group, a limited, non-exclusive, royalty-free, fully paid-up, non-transferable,non-sublicenseable worldwide license or authorization, as applicable, to use the Arlo Marks solely in connection with (i) any Parent Inventory or ArloInventory (to the extent such Arlo Inventory is sold by Parent pursuant to any contracts, arrangements or understandings between Parent and Arlo) that, asof the Separation Time, bears or incorporates the Arlo Marks, until such time as such usable Parent Inventory or Arlo Inventory existing as of the SeparationTime has been exhausted; (ii) the manufacture of Parent Products that are made with the raw materials, work-in-process or components that constituteParent Inventory, in each case, as of the Separation Time; (iii) the continued use of any machine, mold or other device that causes the Arlo Marks to beimprinted on any circuit board, case or similar products used in a Parent Product, provided that such Arlo Marks are not visible to an ordinary user of suchproduct, until such time as such machine, mold or other device has been retooled or otherwise modified to remove the Arlo Mark; and (iv) building andother signage, in the case of clause (iv), for a period ending on the Distribution Date; provided , that such time period in clause (iv) shall be automaticallyextended to the extent required in connection with obtaining any necessary approvals of any landlord or other Third Party with respect thereto.

(e) Notwithstanding anything to the contrary in this Section 6.7 , nothing set forth in this Section 6.7 shall limit either Party’s nominative useof the Arlo Marks (in the case of Parent) or the Parent Marks (in the case of Arlo), respectively, including for the purposes of referring to the other Party andthe transactions contemplated hereby.

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6.8 Insurance Matters .

(a) Parent and Arlo agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through theDistribution Date. In no event shall Parent, any other member of the Parent Group or any Parent Indemnitee have Liability or obligation whatsoever to anymember of the Arlo Group in the event that any insurance policy or insurance policy related contract shall be terminated or otherwise cease to be in effectfor any reason, shall be unavailable or inadequate to cover any Liability of any member of the Arlo Group for any reason whatsoever or shall not berenewed or extended beyond the current expiration date.

(b) Until the earlier of (x) the date Arlo has obtained in effect such insurance policies as meet the specifications set forth in Section 6.8(d) and(y) the Distribution Date (the “ Insurance Termination Time ”), Parent shall (i) cause the members of the Arlo Group and their respective employees,officers and directors to continue to be covered as insured parties under Parent’s Policies in place as of the date of this Agreement and (ii) permit themembers of the Arlo Group and their respective employees, officers and directors to submit claims arising from or relating to facts, circumstances, events ormatters that occurred prior to the earlier of the date Arlo has obtained the Arlo Policies or the Distribution Date, to the extent permitted by such Policies;provided , that Arlo is in compliance with its obligations set forth in Section 6.8(a) and shall use commercially reasonable efforts to obtain, effective as ofthe Distribution Date, insurance policies that meet the specifications set forth in Section 6.8(d) . With respect to policies, if any, procured by Arlo for thesole benefit of the Arlo Group (“ Arlo Policies ”), Arlo shall continue to maintain such insurance coverage through the Distribution Date in a manner no lessfavorable than currently provided. Without limiting any of the rights or obligations of the parties pursuant to this Section 6.8 , Parent and Arlo acknowledgethat, as of immediately prior to the Distribution Date, Parent intends to take such action as it may deem necessary or desirable to remove the members of theArlo Group and their respective employees, officers and directors as insured parties under any policy of insurance issued to any Parent Policy. Arlo furtheracknowledges and agrees that, from and after the Insurance Termination Time, neither Arlo nor any member of the Arlo Group shall have any rights to orunder any Parent Policies other than as expressly provided in this Section 6.8(b) .

(c) From and after the Separation Time, with respect to any losses, damages and Liability incurred by any member of the Arlo Group prior tothe Insurance Termination Time, Parent will provide Arlo with access to, and Arlo may make claims under, Parent’s Policies in place immediately prior tothe Insurance Termination Time (and any extended reporting periods for claims made Policies) and Parent’s historical Policies, but solely to the extent thatsuch Policies provided coverage for members of the Arlo Group or the Arlo Business prior to the Insurance Termination Time; provided , that such accessto, and the right to make claims under, such Policies, shall be subject to the terms, conditions and exclusions of such Policies, including but not limited toany limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additionalconditions:

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(i) Arlo shall notify Parent, as promptly as practicable, of any claim made by Arlo pursuant to this Section 6.8(c) ;

(ii) Arlo and the members of the Arlo Group shall indemnify, hold harmless and reimburse Parent and the members of the Parent Groupfor any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handlingfees, and other expenses incurred by Parent or any members of the Parent Group to the extent resulting from any access to, or any claims made byArlo or any other members of the Arlo Group under, any insurance provided pursuant to this Section 6.8(c) , whether such claims are made by Arlo,its employees or third Persons; and

(iii) Arlo shall exclusively bear (and neither Parent nor any members of the Parent Group shall have any obligation to repay or reimburseArlo or any member of the Arlo Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all suchclaims made by Arlo or any member of the Arlo Group under the Policies as provided for in this Section 6.8(c) . In the event an insurance policyaggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Arlo Group, on the one hand, the Parent Group, on the otherhand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Parent’sinsurance carrier(s) (including any submissions prior to the Insurance Termination Time). To the extent that the Parent Group or the Arlo Group isallocated more than its pro rata portion of such premium due to the timing of losses submitted to Parent’s insurance carrier(s), the other Party shallpromptly pay the first Party an amount such that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject tothe following sentence, a Party may elect not to reinstate the policy aggregate. In the event that a Party elects not to reinstate the policy aggregate, itshall provide prompt written notice to the other Party. A Party which elects to reinstate the policy aggregate shall be responsible for all reinstatementpremiums and other costs associated with such reinstatement.

In the event that any member of the Parent Group incurs any losses, damages or Liability prior to or in respect of the period prior to the Separation Time forwhich such member of the Parent Group is entitled to coverage under Arlo’s third-party Policies, the same process pursuant to this Section 6.8(c) shallapply, substituting “Parent” for “Arlo” and “Arlo” for “Parent,” including for purposes of the first sentence of Section 6.8(f) .

(d) Except as provided in Section 6.8(b) and Section 6.7(c) , from and after the Distribution Date, neither Arlo nor any member of the ArloGroup shall have any rights to or under any of the Policies of Parent or any other member of the Parent Group. At the Distribution Date, Arlo shall have ineffect all insurance programs required to comply with Arlo’s contractual obligations and such other Policies required by Law or as reasonably necessary orappropriate for companies operating a business similar to Arlo’s.

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(e) Neither Arlo nor any member of the Arlo Group, in connection with making a claim under any insurance policy of Parent or any member ofthe Parent Group pursuant to this Section 6.8 , shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between Parent or any member of the Parent Group, on the one hand, and the applicable insurance company, broker or third-partyclaims administrator, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasingthe amount of any premium owed by Parent or any member of the Parent Group under the applicable insurance policy; or (iii) otherwise compromise,jeopardize or interfere in any material respect with the rights of Parent or any member of the Parent Group under the applicable insurance policy.

(f) All payments and reimbursements by Arlo pursuant to this Section 6.8 will be made within forty-five (45) days after Arlo’s receipt of aninvoice therefor from Parent, unless otherwise agreed in writing by the Parties. If Parent incurs costs to enforce Arlo’s obligations herein, Arlo agrees toindemnify and hold harmless Parent for such enforcement costs, including reasonable attorneys’ fees, pursuant to Section 5.6(b) . Parent shall retain theexclusive right to control its Policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes withrespect to any of its Policies and programs and to amend, modify or waive any rights under any such Policies and programs, notwithstanding whether anysuch Policies or programs apply to any Arlo Liabilities and/or claims Arlo has made or could make in the future, and no member of the Arlo Group shallerode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Parent’s insurers with respect to any of Parent’s Policies and programs,or amend, modify or waive any rights under any such Policies and programs. Arlo shall cooperate with Parent and share such information as is reasonablynecessary in order to permit Parent to manage and conduct its insurance matters as Parent deems appropriate. Neither Parent nor any member of the ParentGroup shall have any obligation to secure extended reporting for any claims under any Policies of Parent or any member of the Parent Group for any acts oromissions by any member of the Arlo Group incurred prior to the Separation Time. For the avoidance of doubt, each Party and any member of its applicableGroup has the sole right to settle or otherwise resolve third party claims made against it or any member of its applicable Group covered under an applicableinsurance Policy.

(g) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not beconstrued to waive any right or remedy of any member of the Parent Group in respect of any insurance policy or any other contract or policy of insurance.

(h) Arlo does hereby, for itself and each other member of the Arlo Group, agree that no member of the Parent Group shall have any Liabilitywhatsoever as a result of the Policies and practices of Parent and the members of the Parent Group as in effect at any time, including as a result of the levelor scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of anynotice to any insurance carrier with respect to any claim or potential claim or otherwise.

6.9 Late Payments . Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, or as otherwise agreed inwriting by the Parties, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwiseinvoiced or demanded and properly payable that are not paid within forty-five (45) days of such bill, invoice or other demand) shall accrue interest at a rateper annum equal to the Prime Rate plus two (2%) percent; provided , that notice of any such late payment has been provided and the other Party has beenprovided fifteen (15) days to cure any such late payment.

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6.10 Inducement . Arlo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation, the IPO and theDistribution has been conditioned upon and induced by Arlo’s covenants and agreements in this Agreement and the Ancillary Agreements, including Arlo’sassumption of the Arlo Liabilities pursuant to the Separation and the provisions of this Agreement and Arlo’s covenants and agreements contained inArticle V .

6.11 Post-Separation Time Conduct . The Parties acknowledge that, after the Separation Time, each Party shall be independent of the otherParty, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business,operations and activities following the Separation Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except asotherwise provided in Article V ) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

ARTICLE VIIEXCHANGE OF INFORMATION; CONFIDENTIALITY

7.1 Agreement for Exchange of Information . Subject to Section 7.9 and any other applicable confidentiality obligations, each of Parent andArlo, on behalf of itself and each member of its respective Group, agrees to use commercially reasonable efforts to provide or make available, or cause to beprovided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Separation Time, as soon asreasonably practicable after written request therefor is received by such Party’s legal department from the requesting Party’s legal department, anyinformation (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party’s legal department requests tothe extent that (i) such information relates to the Arlo Business, or any Arlo Asset or Arlo Liability, if Arlo is the requesting Party, or to the Parent Business,or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such information is required by the requesting Party to comply with itsobligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligationimposed by any Governmental Authority; provided , however , that, in the event that the Party to whom the request has been made determines that any suchprovision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available underapplicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with suchobligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 7.1 shall onlybe obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to performany improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 7.1 shall expand the obligationsof a Party under Section 7.4 .

7.2 Ownership of Information . The provision of any information pursuant to Section 7.1 or Section 7.7 shall not affect the ownership of suchinformation (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements), or constitute a grant of rightsin or to any such information.

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7.3 Compensation for Providing Information . The Party requesting information agrees to reimburse the other Party for the reasonable costs, ifany, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such information (including any reasonable costsand expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with therestoration of backup media for purposes of providing the requested information). Except as may be otherwise specifically provided elsewhere in thisAgreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’sstandard methodology and procedures.

7.4 Record Retention . To facilitate the possible exchange of information pursuant to this Article VII and other provisions of this Agreementafter the Separation Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention ofsuch Party’s own information, to retain all information in their respective possession or control on the Separation Time in accordance with their respectivepolicies regarding retention of records; provided , however , that in the case of any information relating to Taxes, such retention period shall be extended tothe expiration of the applicable statute of limitations (giving effect to any extensions thereof). No Party will destroy, or permit any of its Subsidiaries todestroy, any information which the other Party may have the right to obtain pursuant to this Agreement prior to the end of the retention period set forth insuch policies without first notifying the other Party of the proposed destruction and giving the other Party the opportunity to take possession of suchinformation prior to such destruction. Notwithstanding anything in this Article VII to the contrary, the Tax Matters Agreement exclusively governs theretention of Tax related records and the exchange of Tax-related information, and the Employee Matters Agreement governs the retention of employmentand benefits related records.

7.5 Limitations of Liability . Neither Party shall have any Liability to the other Party in the event that any information exchanged or providedpursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith or willful misconduct by the Party providing suchinformation. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party tocomply with the provisions of Section 7.4 .

7.6 Other Agreements Providing for Exchange of Information .

(a) The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on thesharing, exchange, retention, destruction or confidential treatment of information set forth in any Ancillary Agreement.

(b) Any party that receives, pursuant to a request for information in accordance with this Article VII , Tangible Information that is not relevantto its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such TangibleInformation; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be,which confirmation shall be signed by an authorized representative of the requesting Party.

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7.7 Production of Witnesses; Records; Cooperation .

(a) After the Separation Time, except in the case of a Dispute between Parent and Arlo, or any members of their respective Groups, each Partyshall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers,employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control orwhich it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands ofsuch directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with anyAction in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter withrespect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party shall make available tosuch Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members ofits respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make availablewithout undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personneland agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or suchprosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution,evaluation or pursuit, as the case may be.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

(d) Without limiting any provision of this Section 7.7 , each of the Parties agrees to cooperate, and to cause each member of its respectiveGroup to cooperate, with each other in the defense of any infringement or similar claim with respect to any Intellectual Property Rights and shall not claimto acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property Rights ofa third Person in a manner that would hamper or undermine the defense of such infringement or similar claim.

(e) The obligation of the Parties to provide witnesses pursuant to this Section 7.7 is intended to be interpreted in a manner so as to facilitatecooperation and shall include the obligation to provide as witnesses directors, officers, employees, other personnel and agents without regard to whethersuch person could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 7.7(a) ).

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7.8 Privileged Matters .

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Separation Time have beenand will be rendered for the collective benefit of each of the members of the Parent Group and the Arlo Group, and that each of the members of the ParentGroup and the Arlo Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be assertedunder applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the SeparationTime, which services will be rendered solely for the benefit of the Parent Group or the Arlo Group, as the case may be. In furtherance of the foregoing, eachParty shall authorize the delivery to and/or retention by the other Party of materials existing as of the Separation Time that are necessary for such otherParty to perform such services.

(b) The Parties agree as follows:

(i) Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with anyPrivileged Information that relates solely to the Parent Business and not to the Arlo Business, whether or not the Privileged Information is in thepossession or under the control of any member of the Parent Group or any member of the Arlo Group. Parent shall also be entitled, in perpetuity, tocontrol the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any ParentLiabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in thepossession or under the control of any member of the Parent Group or any member of the Arlo Group;

(ii) Arlo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with anyPrivileged Information that relates solely to the Arlo Business and not to the Parent Business, whether or not the Privileged Information is in thepossession or under the control of any member of the Arlo Group or any member of the Parent Group. Arlo shall also be entitled, in perpetuity, tocontrol the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any ArloLiabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in thepossession or under the control of any member of the Arlo Group or any member of the Parent Group; and

(iii) if the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated asPrivileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiverof all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures setforth in Article VIII to resolve any disputes as to whether any information relates solely to the Parent Business, solely to the Arlo Business, or to boththe Parent Business and the Arlo Business.

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(c) Subject to the remaining provisions of this Section 7.8 , the Parties agree that they shall have a shared privilege or immunity with respect toall privileges and immunities not allocated pursuant to Section 7.8(b) and all privileges and immunities relating to any Actions or other matters that involveboth Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that nosuch shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d) If any Dispute arises between the Parties or any members of their respective Groups regarding whether a privilege or immunity should bewaived to protect or advance the interests of either Party and/or any member of their respective Groups, each Party agrees that it shall (i) negotiate with theother Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any requestfor waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for anypurpose except in good faith to protect its own legitimate interests.

(e) In the event of any Dispute between Parent and Arlo, or any members of their respective Groups, either Party may waive a privilege inwhich the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 7.8(c) ; provided , thatthe Parties intend such waiver of a shared privilege to be effective only as to the use of information with respect to the Action between the Parties and/or theapplicable members of their respective Groups, and is not intended to operate as a waiver of the shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably beexpected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has thesole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, currentor former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in theproduction or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shallbe delivered to such other Party no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shallprovide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 7.8 orotherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of Parent andArlo set forth in this Section 7.8 and in Section 7.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicableprivileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of noticesand documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between theParties and members of their respective Groups as needed pursuant to this Agreement, is not intended to be deemed a waiver of any privilege that has beenor may be asserted under this Agreement or otherwise.

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(h) In connection with any matter contemplated by Section 7.7 or this Section 7.8 , the Parties agree to, and to cause the applicable membersof their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing jointdefense and/or common interest agreements where necessary or useful for this purpose.

7.9 Confidentiality .

(a) Confidentiality. Subject to Section 7.10 , from and after the Separation Time each of Parent and Arlo, on behalf of itself and each memberof its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care thatapplies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Separation Time, all confidential and proprietaryinformation concerning the other Party or any member of the other Party’s Group or their respective businesses (giving effect to the Separation) that iseither in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party orany member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, andshall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except,in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other thanas a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement,(ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by aconfidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information,or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member ofsuch Party’s Group. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any memberof such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement or anyAncillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any informationaddressed in Section 7.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall beadvised of their obligations hereunder with respect to such information), and except in compliance with Section 7.10 . Without limiting the foregoing, whenany such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, and is no longer subject to anylegal hold or other document preservation obligation, each Party will promptly after request of the other Party either return to the other Party all suchinformation in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it hasdestroyed such

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information (and such copies thereof and such notes, extracts or summaries based thereon); provided , that the Parties may retain electronic back-upversions of such information maintained on routine computer system backup tapes, disks or other backup storage devices; provided further , that any suchinformation so retained shall remain subject to the confidentiality provisions of this Agreement or any Ancillary Agreement.

(c) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently haveand, following the Separation Time, may gain access to or possession of confidential or proprietary information of, or legally protected personal informationrelating to, Third Parties (i) that was received under privacy policies and/or confidentiality or non-disclosure agreements entered into between such ThirdParties, on the one hand, and the other Party or members of such other Party’s Group, on the other hand, prior to the Separation Time; or (ii) that, asbetween the two Parties, was originally collected by the other Party or members of such other Party’s Group and that may be subject to and protected byprivacy policies, as well as privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause themembers of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary informationof, or legally protected personal information relating to, Third Parties in accordance with privacy policies and privacy, data protection or other applicableLaws and the terms of any agreements that were either entered into before the Separation Time or affirmative commitments or representations that weremade before the Separation Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, onthe other hand. With respect to legally protected personal information received from consumers before the Separation Time, each Party agrees that it willnot use data in a manner that is materially inconsistent with promises made at the time the data was collected unless it first obtains affirmative expressconsent from the relevant consumer.

7.10 Protective Arrangements . In the event that a Party or any member of its Group either determines on the advice of its counsel that it isrequired to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any GovernmentalAuthority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisionshereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing orproviding such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party.In the event that such other Party fails to receive such appropriate protective order in a timely manner, then the Party that received such request or demandmay thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such GovernmentalAuthority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format sodisclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

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ARTICLE VIIIDISPUTE RESOLUTION

8.1 Good Faith Officer Negotiation . Subject to Section 8.4 , either Party seeking resolution of any dispute, controversy or claim arising out ofor relating to this Agreement or any Ancillary Agreement (other than the Tax Matters Agreement), including regarding whether any Assets are Arlo Assets,any Liabilities are Arlo Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement (a “ Dispute ”), shallprovide written notice thereof to the other Party (the “ Officer Negotiation Request ”). Within fifteen (15) days of the delivery of the Officer NegotiationRequest, the Parties shall attempt to resolve the Dispute through good faith negotiation. All such negotiations shall be conducted by executives who hold, ata minimum, the title of Senior Vice President and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated ascompromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute withinthirty (30)-days of receipt of the Officer Negotiation Request, and such thirty (30)-day period is not extended by mutual written consent of the Parties, theChief Executive Officers of the Parties shall enter into good-faith negotiations in accordance with Section 8.2 .

8.2 Good-Faith Negotiation . If any Dispute is not resolved pursuant to Section 8.1 , the Party that delivered the Officer Negotiation Requestshall provide written notice of such Dispute to the Chief Executive Officer of each Party (a “ CEO Negotiation Request ”). As soon as reasonablypracticable following receipt of a CEO Negotiation Request, the Chief Executive Officers of the Parties shall begin conducting good-faith negotiations withrespect to such Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes ofapplicable rules of evidence. If the Chief Executive Officers of the Parties are unable for any reason to resolve a Dispute within thirty (30)-days of receipt ofa CEO Negotiation Request, and such thirty (30)-day period is not extended by mutual written consent of the Parties, the Dispute shall be submitted toarbitration in accordance with Section 8.3 .

8.3 Arbitration .

(a) In the event that a Dispute has not been resolved within thirty (30) days of the receipt of a CEO Negotiation Request in accordance withSection 8.2 , or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “Arbitration Request ”) be submitted to be finally resolved by binding arbitration in accordance with the then-current JAMS Comprehensive ArbitrationRules and Procedures (“ JAMS Rules ”), except as modified herein. The arbitration shall be held in (i) San Francisco, California, or (ii) such other place asthe Parties may mutually agree in writing. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 8.3 will bedecided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $3 million; or (ii) by a panel of three(3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $3 million or more.

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(b) The panel of three (3) arbitrators will be chosen as follows: (i) within thirty (30) days from the date of the receipt of the Arbitration Request,each Party will name an arbitrator; and (ii) the two (2) Party-appointed arbitrators will thereafter, within thirty (30) days from the date on which the secondof the two (2) arbitrators was named, name a third independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Partyfails to name an arbitrator within thirty (30) days from the date of receipt of the Arbitration Request, then upon written application by either Party, thatarbitrator shall be appointed pursuant to the JAMS Rules. In the event that the two (2) Party-appointed arbitrators fail to appoint the third, then the thirdindependent arbitrator will be appointed pursuant to the JAMS Rules. If the arbitration will be before a sole independent arbitrator, then the soleindependent arbitrator will be appointed by agreement of the Parties within thirty (30) days of the date of receipt of the Arbitration Request. If the Partiescannot agree to a sole independent arbitrator during such thirty (30) day period, then upon written application by either party, the sole independent arbitratorwill be appointed pursuant to the JAMS Rules.

(c) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in thecircumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) andattorneys’ fees and costs; provided , that the arbitrator(s) will not award any relief not specifically requested by the Parties and, in any event, will not awardany indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with thetransactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grantof interim relief by a special arbitrator or court pursuant to Section 8.4 , the arbitrator(s) may affirm or disaffirm that relief, and the Parties will seekmodification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shallbe final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of arbitration pursuant to this Article VIII willtoll the applicable statute of limitations for the duration of any such proceedings.

8.4 Litigation and Unilateral Commencement of Arbitration . Notwithstanding the foregoing provisions of this Article VIII , (a) a Party mayseek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 8.1 ,Section 8.2 and Section 8.3 if such action is reasonably necessary to avoid irreparable damage and (b) either Party may initiate arbitration before theexpiration of the periods specified in Section 8.1 , Section 8.2 and/or Section 8.3 if such Party has submitted an Officer Negotiation Request, a CEONegotiation Request and/or an Arbitration Request and the other Party has failed to comply with Section 8.1 , Section 8.2 and/or Section 8.3 in good faithwith respect to such negotiation and/or the commencement and engagement in arbitration. In such event, the other Party may commence and prosecute sucharbitration unilaterally in accordance with the JAMS Rules.

8.5 Conduct During Dispute Resolution Process . Unless otherwise agreed in writing, the Parties shall, and shall cause the respective membersof their Groups to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreementsduring the course of dispute resolution pursuant to the provisions of this Article VIII , unless such commitments are the specific subject of the Dispute atissue.

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ARTICLE IXFURTHER ASSURANCES AND ADDITIONAL COVENANTS

9.1 Further Assurances (a). In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use itsreasonable best efforts, prior to, on and after the Separation Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things,reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactionscontemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Separation Time, each Party hereto shall cooperate with the other Party, andwithout any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executedand delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals orNotifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including anyconsents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time totime, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement andthe Ancillary Agreements and the transfers of the Arlo Assets and the Parent Assets and the assignment and assumption of the Arlo Liabilities and theParent Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, costand expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assetsallocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicableto do so.

(c) At or prior to the Separation Time, Parent and Arlo, in their respective capacities as direct and indirect stockholders of the members of theirGroups, shall each ratify any actions which are reasonably necessary or desirable to be taken by Parent, Arlo or any of the members of their respectiveGroups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

ARTICLE XTERMINATION

10.1 Termination by Mutual Consent . This Agreement and all Ancillary Agreements may be terminated, and the terms and conditions of theDistribution may be amended, modified or abandoned at any time prior to the Distribution Date by the mutual consent of Parent and Arlo.

10.2 Other Termination .

(a) This Agreement and all Ancillary Agreements may be terminated by Parent at any time, in its sole discretion, prior to the IPO Closing Date.

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(b) The obligations of the parties under Article IV (including the obligation to pursue or effect the Distribution) may be terminated by Parent atany time for any reason, including if, at any time, the Parent Board determines, in its sole discretion, that the Distribution is not in the best interests ofParent or its stockholders.

10.3 Effect of Termination .

(a) In the event of any termination of this Agreement prior to the IPO Closing Date, no Party (nor any of its directors, officers or employees)shall have any Liability or further obligation to the other Party by reason of this Agreement.

(b) In the event of any termination of this Agreement on or after the IPO Closing Date, only the provisions of Article IV and Section 10.2 willterminate, and the other provisions of this Agreement and each Ancillary Agreement shall remain in full force and effect.

ARTICLE XIMISCELLANEOUS

11.1 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and thesame agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreementbetween the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings,commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those setforth or referred to herein or therein. This Agreement and the Ancillary Agreements together govern the arrangements in connection with the Separation, theIPO and Distribution and would not have been entered independently.

(c) Parent represents on behalf of itself and each other member of the Parent Group, and Arlo represents on behalf of itself and each othermember of the Arlo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in orderto execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplatedhereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a validand binding agreement of it enforceable in accordance with the terms thereof.

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(d) Each Party acknowledges that it and each other Party is executing certain of the Ancillary Agreements by facsimile, stamp or mechanicalsignature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual,stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart ofthis Agreement or any Ancillary Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless ofwhether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (PDF)) made in its respective name as if it were amanual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent asif it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonablypracticable cause each such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and deliveredin person, by mail or by courier.

11.2 Governing Law . This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputes arisingout of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein,whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by andconstrued and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delawareincluding all matters of validity, construction, effect, enforceability, performance and remedies.

11.3 Assignability . Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon andinure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided , however , thatneither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without theexpress prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall berequired for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided inany such Ancillary Agreement) in whole ( i.e. , the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all atthe same time) in connection with a Change of Control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of therelevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

11.4 Third-Party Beneficiaries . Except for the indemnification rights under this Agreement and each Ancillary Agreement of any ParentIndemnitee or Arlo Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for thebenefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-partybeneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person withany remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any AncillaryAgreement.

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11.5 Notices . All notices, requests, claims, demands or other communications under this Agreement and, to the extent, applicable and unlessotherwise provided therein, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been dulygiven or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed, to the respective Parties at thefollowing addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.5 ):

If to Parent (prior to, on or after the Separation Time), to:

NETGEAR, Inc.350 E. Plumeria DriveSan Jose, California 95134Attention: General CounselE-mail: [email protected]

with a copy to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019

Attention: David C. Karp Ronald C. Chen Facsimile: (212) 403-2000

If to Arlo (prior to, on or after the Separation Time), to:

Arlo Technologies, Inc.2200 Faraday Avenue, Suite 150Carlsbad, California 92008

Attention: General Counsel E-mail: [email protected]

with a copy to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019

Attention: David C. Karp Ronald C. Chen Facsimile: (212) 403-2000

A Party may, by notice to the other Party, change the address to which such notices are to be given.

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11.6 Severability . If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance isdetermined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of suchprovision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force andeffect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort toagree upon such a suitable and equitable provision to effect the original intent of the Parties.

11.7 Force Majeure . No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any AncillaryAgreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to whichany delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure.In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equalto the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any suchevent, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonableefforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonablypracticable.

11.8 No Set-Off . Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neitherParty nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to thisAgreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of thisAgreement or any Ancillary Agreement.

11.9 Expenses . Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing bythe Parties, all fees, costs and expenses incurred at or prior to the Separation Time in connection with the preparation, execution, delivery andimplementation of this Agreement, including the Separation, the IPO and the Distribution, and any Ancillary Agreement, the IPO Registration Statement,the Plan of Reorganization and the consummation of the transactions contemplated hereby and thereby will be borne by the Party or its applicableSubsidiary incurring such fees, costs or expenses. The Parties agree that certain specified costs and expenses shall be allocated between the Parties, andborne and be the responsibility of the applicable Party, as set forth on Schedule 11.9 .

11.10 Headings . The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for referencepurposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

11.11 Survival of Covenants . Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations andwarranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive theSeparation, the IPO and the Distribution and shall remain in full force and effect.

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11.12 Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreementshall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delayby a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall a singleor partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

11.13 Specific Performance . Subject to the provisions of Article VIII , in the event of any actual or threatened default in, or breach of, any ofthe terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall havethe right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement,in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that theremedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in anyAction for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with suchremedy are waived by each of the Parties.

11.14 Amendments . No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented ormodified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Partyagainst whom it is sought to enforce such waiver, amendment, supplement or modification.

11.15 Interpretation . In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and viceversa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” andwords of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (includingall of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c)Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement (or theapplicable Ancillary Agreement) unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement and eachAncillary Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendixes) to suchagreement; (e) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean“including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, theword “days” refers to calendar days; (h) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to thisAgreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwisespecified; and (i) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date ofthis Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to August 2, 2018.

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11.16 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither Arlo or any member of the Arlo Group, onthe one hand, nor Parent or any member of the Parent Group, on the other hand, shall be liable under this Agreement to the other for any special, indirect,punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactionscontemplated hereby (other than any such Liability with respect to a Third-Party Claim).

11.17 Performance . Parent will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations setforth in this Agreement or in any Ancillary Agreement to be performed by any member of the Parent Group. Arlo will cause to be performed, and herebyguarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by anymember of the Arlo Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms,conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and(b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under thisAgreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

11.18 Mutual Drafting . This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any ruleof construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

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IN WITNESS WHEREOF, the Parties have caused this Master Separation Agreement to be executed by their duly authorized representatives asof the date first written above.

NETGEAR, INC.

By: /s/ Patrick C.S. Lo Name: Patrick C.S. Lo Title: Chairman and Chief Executive Officer

ARLO TECHNOLOGIES, INC.

By: /s/ Brian Busse Name: Brian Busse Title: General Counsel

[Signature Page to Master Separation Agreement]

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Exhibit10.2

EXECUTIONVERSION

TRANSITIONSERVICESAGREEMENT

BY AND BETWEEN

NETGEAR, INC.

AND

ARLO TECHNOLOGIES, INC.

Dated as of August 2, 2018

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TABLEOFCONTENTS Page ARTICLE I DEFINITIONS 1

ARTICLE II SERVICES, DURATION AND SERVICES MANAGERS 4

2.1 Services 4 2.2 Duration of Services 4 2.3 Additional Unspecified Services 4 2.4 New Services 5 2.5 Services Not Included 6 2.6 Transition Services Managers 6 2.7 Personnel 7 2.8 Local Agreements 8 2.9 Intellectual Property 8

ARTICLE III ADDITIONAL ARRANGEMENTS 9

3.1 Software and Software Licenses 9 3.2 Parent Computer-Based and Other Resources 10 3.3 Access to Facilities 10 3.4 Cooperation 10 3.5 Data Protection 11

ARTICLE IV COSTS AND DISBURSEMENTS 12

4.1 Costs and Disbursements 12 4.2 Tax Matters 14

ARTICLE V STANDARD FOR SERVICE 15

5.1 Standard for Service 15 5.2 Disclaimer of Warranties 15 5.3 Compliance with Laws and Regulations 16

ARTICLE VI LIMITED LIABILITY AND INDEMNIFICATION 16

6.1 Consequential and Other Damages 16 6.2 Limitation of Liability 16 6.3 Obligation to Re-perform; Liabilities 16 6.4 Release and Recipient Indemnity 17 6.5 Provider Indemnity 17 6.6 Indemnification Procedures 17 6.7 Liability for Payment Obligations 17 6.8 Exclusion of Other Remedies 17 6.9 Confirmation 17

ARTICLE VII TERM AND TERMINATION 17

7.1 Term and Termination 17 7.2 Effect of Termination 19 7.3 Force Majeure 19

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ARTICLE VIII DISPUTE RESOLUTION 20

8.1 Dispute Resolution 20

ARTICLE IX GENERAL PROVISIONS 20

9.1 No Agency 20 9.2 Subcontractors 20 9.3 Treatment of Confidential Information 21 9.4 Further Assurances 22 9.5 Notices 22 9.6 Severability 23 9.7 Entire Agreement 23 9.8 No Third-Party Beneficiaries 23 9.9 Governing Law 23 9.10 Amendment 23 9.11 Rules of Construction 23 9.12 Counterparts 24 9.13 Assignability 24 9.14 Non-Recourse 24 9.15 Mutual Drafting 24

SCHEDULE A Parent Services A-1

SCHEDULE B Arlo Services B-1

EXHIBIT I Services Managers I-1

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TRANSITIONSERVICESAGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of August 2, 2018 (this “ Agreement ”), is by and between NETGEAR, Inc., a Delawarecorporation (“ Parent ”), and Arlo Technologies, Inc., a Delaware corporation (“ Arlo ”). Unless otherwise defined in this Agreement, all capitalized termsused in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and Arlo(as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”).

R E C I T A L S

WHEREAS, Arlo is presently a wholly owned subsidiary of Parent;

WHEREAS, Parent currently intends to cause Arlo to issue shares of Arlo Common Stock in an initial public offering (the “ IPO ”), immediatelyfollowing which Parent will own at least 80.1% of the outstanding shares of Arlo Common Stock;

WHEREAS, Parent currently intends that, after the IPO, Parent shall distribute the outstanding shares of Arlo Common Stock then owned by Parentto holders of shares of the Parent Common Stock (the “ Distribution ”);

WHEREAS, prior to the IPO, Parent has heretofore provided certain services to Arlo, and Arlo has provided certain services to Parent;

WHEREAS, Arlo has requested from Parent, and Parent has requested from Arlo, that certain such services continue for a limited period of timepursuant to this Agreement;

WHEREAS, Parent and Arlo have entered into the Separation Agreement;

WHEREAS, in order to facilitate and provide for an orderly transition under the Separation Agreement, the Parties desire to enter into this Agreementto set forth the terms and conditions pursuant to which each of the Parties shall provide to the other the Services (as defined herein) for a transitional period;and

WHEREAS, the Separation Agreement requires execution and delivery of this Agreement by Parent and Arlo at or prior to the Separation Time.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, the Parties, intending to be legallybound, hereby agree as follows:

ARTICLE IDEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“ Additional Services ” shall have the meaning set forth in Section 2.3(a) .

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“ Agreement ” shall have the meaning set forth in the Preamble.

“ Arlo ” shall have the meaning set forth in the Preamble.

“ Arlo Business ” shall have the meaning set forth in the Separation Agreement.

“ Arlo Change of Control ” shall mean, with respect to Arlo, (a) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) ofthe Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than fifty percent (50%) ofthe total voting power of Arlo; (b) a merger, consolidation, recapitalization or reorganization of Arlo, unless securities representing more than fifty percent(50%) of the total voting power of the legal successor to Arlo as a result of such merger, consolidation, recapitalization or reorganization are immediatelythereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned Arlo’s outstanding voting securities immediately prior to suchtransaction; or (c) the sale of all or substantially all of the consolidated assets of the Arlo Group. For the avoidance of doubt, no transaction contemplated bythe Separation Agreement shall be considered an Arlo Change of Control.

“ Arlo Group ” shall have the meaning set forth in the Separation Agreement.

“ Arlo Local Service Manager ” shall have the meaning set forth in Section 2.6(b) .

“ Arlo Monthly Charges ” shall have the meaning set forth in Section 4.1(d) .

“ Arlo Services ” shall have the meaning set forth in Section 2.1 .

“ Arlo Services Manager ” shall have the meaning set forth in Section 2.6(b) .

“ Confidential Information ” shall have the meaning set forth in Section 9.3(a) .

“ Data Request ” shall have the meaning set forth in Section 3.5(e) .

“ Data Subject ” shall have the meaning set forth in Section 3.5(a) .

“ Dispute ” shall have the meaning set forth in Section 8.1(a) .

“ Distribution ” shall have the meaning set forth in the Recitals.

“ Distribution Date ” shall have the meaning set forth in the Separation Agreement.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event(a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably havebeen foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil ormilitary authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, laborproblems or unavailability of parts or, in the case of computer systems, any failure in electrical or air conditioning equipment.

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“ Interest Payment ” shall have the meaning set forth in Section 4.1(d) .

“ IPO ” shall have the meaning set forth in the Recitals.

“ Local Agreement ” shall have the meaning set forth in Section 2.8 .

“ Net Monthly Charges ” shall have the meaning set forth in Section 4.1(d) .

“ New Services ” shall have the meaning set forth in Section 2.4(a) .

“ Non-Income Taxes ” shall have the meaning set forth in Section 4.2(a) .

“ Parent ” shall have the meaning set forth in the Preamble.

“ Parent Business ” shall mean the businesses and operations of the Parent Group other than the Arlo Business.

“ Parent Group ” shall have the meaning set forth in the Separation Agreement.

“ Parent Local Service Manager ” shall have the meaning set forth in Section 2.6(a) .

“ Parent Monthly Charges ” shall have the meaning set forth in Section 4.1(d) .

“ Parent Services ” shall have the meaning set forth in Section 2.1 .

“ Parent Services Manager ” shall have the meaning set forth in Section 2.6(a) .

“ Parties ” shall mean the parties to this Agreement.

“ Personal Data ” shall have the meaning set forth in Section 3.5(a) .

“ Privacy Authority ” shall have the meaning set forth in Section 3.5(e) .

“ Provider ” shall mean the Party or its Subsidiary or Affiliate providing a Service under this Agreement.

“ Provider Indemnified Party ” shall have the meaning set forth in Section 6.4 .

“ Recipient ” shall mean the Party or its Subsidiary or Affiliate to whom a Service under this Agreement is being provided.

“ Recipient Indemnified Party ” shall have the meaning set forth in Section 6.5 .

“ Reimbursement Charge(s) ” shall have the meaning set forth in Section 4.1(c) .

“ Schedule(s) ” shall have the meaning set forth in Section 2.2 .

“ Security Incident ” shall have the meaning set forth in Section 3.5(h) .

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“ Separation Agreement ” shall have the meaning set forth in the Preamble.

“ Separation Time ” shall have the meaning set forth in the Separation Agreement.

“ Service Charge(s) ” shall have the meaning set forth in Section 4.1(a) .

“ Service Extension ” shall have the meaning set forth in Section 7.1(c) .

“ Service Increases ” shall have the meaning set forth in Section 2.3(b) .

“ Services ” shall have the meaning set forth in Section 2.1 .

“ Taxes ” shall have the meaning set forth in the Tax Matters Agreement.

ARTICLE IISERVICES, DURATION AND SERVICES MANAGERS

2.1 Services . Subject to the terms and conditions of this Agreement, (a) Parent shall provide or cause to be provided to the Arlo Group the serviceslisted on Schedule A to this Agreement (the “ Parent Services ”) and (b) Arlo shall provide or cause to be provided to the Parent Group the services listed onSchedule B to this Agreement (the “ Arlo Services ,” and, collectively with the Parent Services, any Additional Services, any Service Increases and anyNew Services, the “ Services ”). All of the Services shall be for the sole use and benefit of the respective Recipient and its respective Party.

2.2 Duration of Services . Subject to the terms of this Agreement, each of Parent and Arlo shall provide or cause to be provided to the respectiveRecipients each Service until the earlier to occur of, with respect to each such Service, (a) the expiration of the term for such Service (or, subject to theterms of Section 7.1(c) , the expiration of any Service Extension) as set forth on Schedule A or Schedule B (each a “ Schedule ,” and, collectively, the “Schedules ”), (b) the date on which such Service is terminated under Section 1.1(a) , or (c) the date that is the twelve (12)-month anniversary of theDistribution Date; provided , that each Recipient shall use its commercially reasonable efforts to transition itself to a stand-alone entity with respect to eachService during the period for such Service as set forth in the relevant Schedules; provided , further , to the extent that a Provider’s ability to provide aService is dependent on the continuation of either a Parent Service or an Arlo Service (and such dependence has been made known to the other Party), as thecase may be, and the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by thetermination of such supporting Parent Service or Arlo Service, as the case may be, then the Provider’s obligation to provide such dependent Service shallterminate automatically with the termination of such supporting Parent Service or supporting Arlo Service, as the case may be.

2.3 Additional Unspecified Services . (a) After the date of this Agreement, if Parent or Arlo (i) identifies a service that (x) the Parent Group providedto the Arlo Group prior to the Separation Time that Arlo reasonably needs in order for the Arlo Business to continue to operate in substantially the samemanner in which the Arlo Business operated prior to the Separation Time, and such service was not included on Schedule A (other than because the Partiesexpressly agreed that such service shall not be provided), or (y) the Arlo Group provided to the Parent

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Group prior to the Separation Time that Parent reasonably needs in order for the Parent Business to continue to operate in substantially the same manner inwhich the Parent Business operated prior to the Separation Time, and such service was not included on Schedule B (other than because the Parties expresslyagreed that such service shall not be provided) and (ii) provides written notice to the other Party prior to the date that is three (3) months following theDistribution Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requestedadditional services (such requested additional services, the “ Additional Services ”); provided , however , that no Party shall be obligated to provide anyAdditional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of suchAdditional Service would significantly disrupt the operation of its businesses; and provided , further , that a Provider shall not be required to provide anyAdditional Services if the Parties, despite using good faith efforts, are unable to reach agreement on the terms thereof (including with respect to ServiceCharges therefor). In connection with any request for Additional Services in accordance with this Section 2.3(a) , the Parent Services Manager and the ArloServices Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, andthe pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to theapplicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s), termination provisions and other termsapplicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to theapplicable Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the AdditionalServices set forth therein shall be deemed “Services” provided under this Agreement, in each case, subject to the terms and conditions of this Agreement.

(b) After the date of this Agreement, if (i) a Recipient requests a Provider to increase, relative to historical levels prior to the Separation Time, thevolume, amount, level or frequency, as applicable, of any Service provided by such Provider of such Service and (ii) such increase is reasonably determinedby such Recipient as necessary for such Recipient to operate its businesses (such increases, the “ Service Increases ”), then such Provider shall considersuch request in good faith; provided , however , that no Party shall be obligated to provide any Service Increase, including because, after good-faithnegotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor).In connection with any request for Service Increases in accordance with this Section 2.3(b) , the Parent Services Manager and the Arlo Services Managershall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricingmethodology used for, the applicable Service. Each amended Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement as of thedate of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case,subject to the terms and conditions of this Agreement.

2.4 New Services . (a) From time to time during the term of this Agreement, either Party may request the other Party to provide additional or differentservices which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Servicesor Service Increases, the “ New Services ”). The Party receiving

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such request shall consider such request in good faith; provided , however , that no Party shall be obligated to provide any New Services, including because,after good-faith negotiations between the Parties pursuant to Section 2.4(b) , the Parties fail to reach an agreement with respect to the terms (including theService Charges) applicable to the provision of such New Services.

(b) In connection with any request for New Services in accordance with Section 2.4(a) , the Parent Services Manager and the Arlo Services Managershall in good faith (i) negotiate the applicable Service Charge and the terms of a supplement to the applicable Schedule, which supplement shall describe inreasonable detail the Service Charge and the nature, scope, service period(s), termination provisions and other terms applicable to such New Services and(ii) determine any costs and expenses, including any start-up costs and expenses, that would be incurred by the Provider in connection with the provision ofsuch New Services, which costs and expenses shall be borne solely by the Recipient. Each supplement to the applicable Schedule, as agreed in writing bythe Parties, shall be deemed part of this Agreement as of the date of such agreement, and the New Services set forth therein shall be deemed “Services”provided under this Agreement, in each case, subject to the terms and conditions of this Agreement.

2.5 Services Not Included . It is not the intent of any Provider to render, nor of any Recipient to receive from any Provider, professional advice oropinions, whether with regard to Tax, legal, treasury, finance, employment or other business or financial matters, technical advice, whether with regard toinformation technology or other matters, or the handling of or addressing of environmental matters; no Recipient shall rely on, or construe, any Servicerendered by or on behalf of a Provider as such professional advice or opinions or technical advice; and all Recipients shall seek all third-party professionaladvice or opinions or technical advice as it may desire or need.

2.6 Transition Services Managers . (a) Parent hereby appoints and designates the individual holding the Parent position set forth on Exhibit I to act asits initial services manager (the “ Parent Services Manager ”), who will be directly responsible for coordinating and managing the delivery of the ParentServices and have authority to act on Parent’s behalf with respect to matters relating to the provision of Services under this Agreement. The Parent ServicesManager will work with the personnel of the Parent Group to periodically address issues and matters raised by Arlo relating to the provision of Servicesunder this Agreement. Notwithstanding the requirements of Section 9.5 , all communications from Arlo to Parent pursuant to this Agreement regardingroutine matters involving a Service shall be made first through the individual specified as the local service manager (the “ Parent Local Service Manager ”)with respect to such Service on Schedule A or such other individual as may be specified by the Parent Services Manager in writing and delivered to Arlo byemail or facsimile transmission with receipt confirmed; provided that, if the Parent Local Service Manager is not available, communication shall thereafterbe made through the Parent Services Manager. Parent shall notify Arlo of the appointment of a different Parent Services Manager or Parent Local ServiceManager(s), if necessary, in accordance with Section 9.5 .

(b) Arlo hereby appoints and designates the individual holding the Arlo position set forth on Exhibit I to act as its initial services manager (the “ ArloServices Manager ”), who will be directly responsible for coordinating and managing the delivery of the Arlo Services and have authority to act on Arlo’sbehalf with respect to matters relating to this Agreement. The Arlo

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Services Manager will work with the personnel of the Arlo Group to periodically address issues and matters raised by Parent relating to this Agreement.Notwithstanding the requirements of Section 9.5 , all communications from Parent to Arlo pursuant to this Agreement regarding routine matters involving aService shall be made through the individual specified as the local service manager (the “ Arlo Local Service Manager ”) with respect to such Service onSchedule B or as specified by the Arlo Services Manager in writing and delivered to Parent by email or facsimile transmission with receipt confirmed;provided that if the Arlo Local Service Manager is not available, communication shall thereafter be made through the Arlo Services Manager. Arlo shallnotify Parent of the appointment of a different Arlo Services Manager or Arlo Local Service Manager(s), if necessary, in accordance with Section 9.5 .

2.7 Personnel . (a) The Provider of any Service will make available to the Recipient of such Service such appropriately qualified personnel as may benecessary to provide such Service, on the understanding that such personnel shall remain employed and/or engaged by the Provider. The Provider will havethe right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel atany time; provided , however , that any such removal or replacement shall not be the basis for any increase in any Service Charge or Reimbursement Chargepayable hereunder or relieve the Provider of its obligation to provide any Service hereunder; and provided , further , that the Provider will use itscommercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

(b) In the event that the provision of any Service by the applicable Provider requires the cooperation and services of the personnel of the Recipient,the applicable Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provisionof such Service by the Provider) as may be necessary for the Provider to provide such Service, on the understanding that such personnel shall remainemployed and/or engaged by the Recipient. The Recipient will have the right, in its reasonable discretion, to (i) designate which personnel it will makeavailable to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided , however , thatany directly resulting increase in costs to the Provider shall be borne by the Recipient and any directly resulting adverse effect to the provision of suchService by the Provider shall not be deemed a breach of this Agreement; and provided , further , that the Recipient will use its commercially reasonableefforts to limit the disruption to the Provider in the transition of such personnel.

(c) No Provider shall be liable under this Agreement for any Liabilities incurred by the Recipient Indemnified Parties that are primarily attributable to,or that are primarily a consequence of, any actions or inactions of the personnel of the Recipient, except for any such actions or inactions undertakenpursuant to the direction of the Provider.

(d) Nothing in this Agreement shall grant any Provider, or its employees or agents that are performing the Services, the right directly or indirectly tocontrol or direct the operations of the applicable Recipient or any member of its Group. Such employees and agents shall not be required to report to themanagement of the applicable Recipient, nor be deemed to be under the management or direction of such Recipient. Each Recipient acknowledges andagrees that, except as may be expressly set forth herein as a Service (including any Additional Services,

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Service Increases or New Services) or otherwise expressly set forth in the Separation Agreement, another Ancillary Agreement or any other applicableagreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to such Recipient or anymember of its Group.

2.8 Local Agreements . Parent and Arlo each recognize and agree that there may be a need to document the Services provided hereunder in variouscountries from time to time or to otherwise modify the scope or nature of such Services to the extent necessary to comply with applicable Law. If such anagreement is required by applicable Law, or if Parent and Arlo mutually determine it to be necessary or desirable, in order for a Provider to provide theServices in a particular country, Parent and Arlo shall cause the applicable Providers and Recipients to enter into local implementing agreements in formand content reasonably acceptable to the Parties (each, a “ Local Agreement ”); provided , however , that the execution or performance of any such LocalAgreement shall in no way alter or modify any term or condition hereof nor the effect thereof. In accordance with Section 9.10 , Parent and Arlo may fromtime to time agree in writing to amend any terms of this Agreement, and in such cases such amendment will be deemed to amend the terms of all LocalAgreements, except to the extent expressly provided to the contrary in the amendment to this Agreement.

2.9 Intellectual Property . (a) This Agreement and the performance of the Services hereunder will not affect or result in the transfer of any rights in orto, or the ownership of, any Technology or Intellectual Property Rights of the Provider or any of its Affiliates. The Parties do not contemplate that theperformance of the Services will, except as may be expressly set forth in the applicable Schedule, entail the development, delivery or, except as set forth inSection 2.9(b) and Section 2.9(c) , the licensing of Intellectual Property Rights or Technology for or to the other Party. Neither Party will gain, by virtue ofthis Agreement or the provision of the Services hereunder, by implication or otherwise, any rights of ownership or otherwise of any property, Technology orIntellectual Property Rights owned by the other, except by separate written agreement. For the avoidance of doubt, nothing in this Agreement shall limit ormodify the transfer of the rights in and to, the ownership of, or the licenses with respect to any Technology or Intellectual Property Rights as set forth in theSeparation Agreement, the License Agreement, or any other Ancillary Agreement.

(b) Subject to Section 2.9(a) , solely to the extent that in connection with receiving the benefit of any Service, the Recipient provides the Providerwith any Technology necessary to enable the Provider to provide such Service, the Recipient hereby grants to the Provider a non-exclusive, worldwide,non-transferable, non-sublicensable (except solely to the extent necessary for Provider to provide the Services, to Provider’s subcontractors), revocable,fully paid-up, royalty-free license under any Intellectual Property Rights of Recipient to use such Technology, solely during the term of the applicableService, and for the sole and limited purpose of providing, and only to the extent reasonably necessary for the provision of, such Service.

(c) Subject to Section 2.9(a) , solely to the extent that in connection with providing any Service, the Provider provides the Recipient with anyTechnology necessary to enable the Recipient to receive the benefit of such Service, the Provider hereby grants to the Recipient a limited, non-exclusive,non-transferable, non-sublicensable, revocable, fully paid-up, royalty-free license under any Intellectual Property Rights of the Provider to use suchTechnology, solely during the term of the applicable Service, for the sole and limited purpose of receiving such Service, and only to the extent necessary forreceipt of such Service.

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ARTICLE IIIADDITIONAL ARRANGEMENTS

3.1 Software and Software Licenses . (a) If and to the extent requested by Arlo, Parent shall use commercially reasonable efforts to assist Arlo in itsefforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary forParent to provide, and Arlo to receive, Parent Services; provided , however , that Parent shall not be required to pay any fees or other payments or incur anyobligations or liabilities to enable Arlo to obtain any such license or rights (except and to the extent that Arlo advances such fees or payments to Parent);provided , further , that Parent shall not be required to seek broader rights or more favorable terms for Arlo than those applicable to Parent or Arlo, as thecase may be, prior to the date of this Agreement or as may be applicable to Parent from time to time hereafter; provided , further , that Arlo shall bear onlythose costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agreethat there can be no assurance that Parent’s efforts will be successful or that Arlo will be able to obtain such licenses or rights on acceptable terms or at all,and, where Parent enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partialtransfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Arlo is unable to obtain such software licenses,the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Parent to provide, and Arlo toreceive, such Parent Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

(b) If and to the extent requested by Parent, Arlo shall use commercially reasonable efforts to assist Parent in its efforts to obtain licenses (or otherappropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Arlo to provide, and Parent toreceive, Arlo Services; provided , however , that Arlo shall not be required to pay any fees or other payments or incur any obligations or liabilities to enableParent to obtain any such license or rights (except and to the extent that Parent advances such fees or payments to Arlo); provided , further , that Arlo shallnot be required to seek broader rights or more favorable terms for Parent than those applicable to Arlo or Parent, as the case may be, prior to the date of thisAgreement or as may be applicable to Arlo from time to time hereafter; and, provided , further , that Parent shall bear only those costs that relate solely anddirectly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance thatArlo’s efforts will be successful or that Parent will be able to obtain such licenses or rights on acceptable terms or at all, and, where Arlo enjoys rights underany enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation ofa service bureau on behalf of unaffiliated entities. In the event that Parent is unable to obtain such software licenses, the Parties shall work together usingcommercially reasonable efforts to obtain an alternative software license to allow Arlo to provide, and Parent to receive, such Arlo Services, and the Partiesshall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

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(c) In the event that there are any costs associated with obtaining software licenses in accordance with this Section 3.1 that (i) would not be payablein the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by a Recipient or a Provider and (ii) would nothave been payable by a Recipient or a Provider absent the need for a consent or waiver in connection with the license that such Recipient is seeking toobtain, such costs shall be borne by such Recipient.

3.2 Parent Computer-Based and Other Resources . From and after the date of this Agreement, Arlo and its Affiliates shall cause all of their personnelhaving access to the Parent Intranet or such other computer software, networks, hardware, technology or computer-based resources pursuant to thisAgreement or any other Ancillary Agreement, or in connection with performance, receipt or delivery of a Service, to comply with all security guidelines(including physical security, network access, internet security, confidentiality and personal data security guidelines) of Parent and its Affiliates. Arlo shallensure that the access contemplated by this Section 3.2 shall be used by such personnel only for the purposes contemplated by, and subject to the terms of,this Agreement.

3.3 Access to Facilities . (a) Arlo shall, and shall cause its Subsidiaries to, allow Parent and its Representatives reasonable access to the facilities ofArlo necessary for Parent to fulfill its obligations under this Agreement.

(b) Parent shall, and shall cause its Subsidiaries to, allow Arlo and its Representatives reasonable access to the facilities of Parent necessary for Arloto fulfill its obligations under this Agreement.

(c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Subsidiaries to, afford the otherParty, its Subsidiaries and Representatives, following not less than five (5) business days’ prior written notice from the other Party, reasonable access duringnormal business hours to the facilities, information, systems, infrastructure and personnel of the relevant Providers as reasonably necessary for the otherParty to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection withthe Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided , however , such access shallnot unreasonably interfere with any of the business or operations of such Party or its Subsidiaries.

(d) Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees orlicensees to access the other Party’s facilities.

3.4 Cooperation . It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance ofthis Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate,acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreementfrom the Provider to the Recipient (including repairs and maintenance Services and the assignment or transfer of the rights and obligations under any third-party contracts relating to the Services);

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provided , however , that this Section 3.4 shall not require either Party to incur any out-of-pocket costs or expenses unless and except as expressly providedin this Agreement or otherwise agreed in writing by the Parties.

3.5 Data Protection . (a) For the purposes of this Agreement, (“ Personal Data ”) means data relating to an identified or identifiable natural person (the“ Data Subject ”), whether on a stand-alone basis or when aggregated with other data, that is either (i) provided by the Recipient or any Affiliate of theRecipient to the Provider or any Affiliate of the Provider under this Agreement or (ii) accessed and/or processed by the Provider or any Affiliate of theProvider on behalf of the Recipient or any Affiliate of the Recipient in connection with this Agreement.

(b) The Parties agree that with respect to any Personal Data: (i) the Recipient is a data controller (or equivalent term under applicable Law) and theProvider is acting only as a data processor (or equivalent term under applicable Law); (ii) the Provider shall only undertake processing of Personal Data tothe extent reasonably necessary or advisable to enable it to perform its obligations under this Agreement; and (iii) the Provider shall ensure that allpersonnel with access to or involved in the processing of Personal Data are bound by appropriate confidentiality obligations.

(c) Unless otherwise required by applicable Law and subject to Section 3.5(c) , Section 3.5(d) and Section 3.5(f) , the Provider will obtain the priorwritten approval of the Recipient to disclose Personal Data to, or allow access to Personal Data by, any third party (other than employees, directors, officers,representatives, agents, subcontractors or professional advisers of the Provider as may be reasonably necessary or advisable to enable the Provider toperform its obligations under this Agreement) and, in such an event, the Provider shall: (i) impose privacy and security requirements on any such third partywhich are the same in all material respects to those to which the Provider is subject under this Section 3.5 ; and (ii) remain responsible for any such thirdparty’s actions with respect to the Personal Data.

(d) If a Data Subject makes a written request to the Provider or any Affiliate of the Provider for access to any relevant Personal Data, the Provider orits Affiliate (as applicable) shall promptly notify the Recipient of that request, and respond to that request in accordance with the instructions of theRecipient.

(e) The Provider shall notify the Recipient promptly of any request, complaint, claim, or other communication received by the Provider or anyAffiliate of the Provider from any Governmental Authority (including a supervisory authority with responsibility for privacy or data protection (“ PrivacyAuthority ”) regarding Personal Data (a “ Data Request ”), and shall only disclose any data in response to such Data Request if required to comply withapplicable Law and only after providing prior written notice to the Recipient (unless such notice is prohibited by applicable Law) to permit it to contest theData Request; and cooperate with and assist the Recipient in responding to any such Data Request (including reasonable access to applicable systems,records and supporting documentation).

(f) The Provider shall, and shall procure that its Affiliates involved in the provision of the Services shall, maintain organizational, administrative,technical and physical safeguards that (i) provide for the confidentiality, security, integrity and availability of Personal Data; (ii)

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protect against unauthorized or unlawful access to, processing of, accidental loss of, or destruction of, or damage to, Personal Data in accordance withapplicable Law and at a level that is at least the same in all material respects as the level generally provided by the Provider and its Affiliates to their ownbusinesses.

(g) Neither the Provider nor any of its Affiliates may transfer any Personal Data outside of its own country or territory without the prior writtenconsent of the Recipient, unless the transfer is (i) pursuant to a statutory safe harbor or (ii) to an entity or country that provides the equivalent level ofprotection for that Personal Data as to the Provider’s, or its relevant Affiliate’s, own country or territory. In addition, the Provider shall, upon theRecipient’s written request, promptly execute, and use reasonable best efforts to cause any Affiliate or third party to which it discloses Personal Data orallows access to Personal Data to execute, supplemental data processing agreement(s) with the Recipient or any Affiliate of the Recipient, or take otherappropriate steps to address cross-border transfer and requirements if the Recipient concludes, in its sole, reasonable judgment, that such steps arereasonably necessary to address applicable data protection or privacy Laws concerning Personal Data. Such supplemental data processing agreement(s) mayinclude, without limitation, the European Commission Standard Contractual Clauses for the Transfer of Personal Data to Processors Established in ThirdCountries (2010/87/EU) and other data protection terms. To the extent that the Provider is unable, using reasonable best efforts to cause any third party towhich it discloses Personal Data or allows access to Personal Data, to execute supplemental data processing agreements with the Recipient or any Affiliateof the Recipient, the Parties will cooperate in good faith to find an alternative approach to resolve the issue in a manner that meets, in the Recipient’sreasonable discretion, the Recipient’s obligations under applicable privacy and/or data protection Laws.

(h) The Provider shall notify the Recipient promptly and in no event more than two (2) business days in the event that the Provider or any Affiliate ofthe Provider discovers, reasonably suspects or is notified of unauthorized acquisition, disclosure or use of Personal Data (a “ Security Incident ”), and theProvider shall, or shall procure that its relevant Affiliate shall, use commercially reasonable efforts to promptly contain the Security Incident to prevent anyfurther harm, cooperate with the Recipient in the investigation of the Security Incident and take commercially reasonable efforts to remediate anydeficiencies or weaknesses in its security controls to prevent a recurrence of such Security Incident. The Recipient shall be responsible for notifying anysuch Security Incident to any relevant Privacy Authority or any affected Data Subject.

ARTICLE IVCOSTS AND DISBURSEMENTS

4.1 Costs and Disbursements . (a) Except as otherwise provided in this Agreement or in the Schedules to this Agreement, a Recipient of Services (orits designee) shall pay to the Provider of such Services (or its designee) a monthly fee for the Services (or category of Services, as applicable) (each feeconstituting a “ Service Charge ,” and, collectively, “ Service Charges ”) as listed on the Schedules hereto. Except as otherwise set forth on the Scheduleshereto, all Service Charges shall be exclusive of any Taxes (responsibility for which shall be governed by Section 4.2 ).

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(b) During the term of this Agreement, the amount of a Service Charge for any Services (or category of Services, as applicable) may increase to theextent of: (i) any increases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services, Service Increases or NewServices and (iii) subject to the terms and conditions of this Agreement, any increase in the rates or charges imposed by any unaffiliated third-party providerthat is providing Services. Together with any monthly invoice for Service Charges and Reimbursement Charges, the Provider shall provide the Recipientwith documentation to support the calculation of such Service Charges or any Reimbursement Charges.

(c) Each Recipient shall reimburse the applicable Provider for reasonable unaffiliated third-party out-of-pocket costs and expenses incurred by suchProvider or its Affiliates in connection with providing the Services (including necessary travel-related expenses) (each such cost or expense, a “Reimbursement Charge ,” and, collectively, “ Reimbursement Charges ”); provided , however , that any such cost or expense that is materially inconsistentwith historical practice between the Parties for any Service (including business travel and related expenses) shall require advance approval of the Recipient.Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to the applicable Recipient in accordance with theapplicable Provider’s then-applicable business travel policies made known to the Recipient.

(d) The Service Charges and Reimbursement Charges due and payable hereunder shall be invoiced and paid in U.S. dollars, unless otherwise set forthon the Schedules hereto or unless the Parties otherwise agree. Except as otherwise agreed by the Parties, on a monthly basis, Parent shall prepare an invoicefor such fiscal month noting, in reasonable detail, (i) the Service Charges and Reimbursement Charges with respect to Parent Services (the “ Parent MonthlyCharges ”), (ii) the Service Charges and Reimbursement Charges with respect to Arlo Services (the “ Arlo Monthly Charges ”) and (iii) the Net MonthlyCharges (as defined below). For purposes of this Agreement, the “ Net Monthly Charges ” shall be the Parent Monthly Charges minus the Arlo MonthlyCharges (which may be positive or negative). If the Net Monthly Charges is positive, the relevant Recipient that is a member of the Arlo Group (or itsdesignee) shall pay the amount of the Net Monthly Charges by wire transfer (or such other method of payment as may be agreed between the Parties) to therelevant Provider that is a member of the Parent Group (or its designee) within thirty (30) days of the receipt of each such invoice, including appropriatedocumentation as described herein, as instructed by the applicable Provider. If the Net Monthly Charges is negative, the relevant Recipient that is a memberof the Parent Group (or its designee) shall pay the amount of the Net Monthly Charges by wire transfer (or such other method of payment as may be agreedbetween the Parties) to the relevant Provider that is a member of the Arlo Group (or its designee) within thirty (30) days of the receipt of each such invoice,including appropriate documentation as described herein, as instructed by the applicable Provider. In the absence of a timely notice of billing dispute inaccordance with the provisions of Article VIII of this Agreement, if the applicable Recipient fails to pay such amount by the due date, the Recipient shall beobligated to pay to the Provider, in addition to the amount due, interest at an annual default interest rate of one percent (1%), or the maximum legal rate,whichever is lower (the “ Interest Payment ”), accruing from the date the payment was due up to the date of actual payment. In the event of any billingdispute, the Recipient shall promptly pay any undisputed amount. Payments under this Agreement shall be made without set-off or counterclaim, except asexpressly set forth in this Agreement.

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(e) Subject to the confidentiality provisions set forth in Section 9.3 , each Party shall, and shall cause their respective Affiliates to, provide, upon ten(10) days’ prior written notice from the other Party, any information within such Party’s or its Affiliates’ possession that the requesting Party reasonablyrequests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices,agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation; provided , however ,that each Party shall make no more than one such request during any calendar month.

4.2 Tax Matters . (a) Without limiting any provisions of this Agreement, the Recipient shall be responsible for and shall pay any and all excise, sales,use, value-added, goods and services, transfer, stamp, documentary, filing, recordation and other similar Taxes, in each case, imposed or, payable withrespect to, or assessed as a result of the provision of Services by the Provider or any fees or charges (including any Service Charges) payable by theRecipient pursuant to this Agreement (collectively, “ Non-Income Taxes ”). The Party required to account for such Non-Income Tax shall provide to theother Party appropriate tax invoices and, if applicable, evidence of the remittance of the amount of such Non-Income Tax to the relevant GovernmentalAuthority. The Parties shall use commercially reasonable efforts to minimize Non-Income Taxes and obtain any refund, return, rebate or the like of anyNon-Income Tax, including by filing any necessary exemption or other similar forms, certificates or other similar documents, in each case, to the extentlegally permissible. The Recipient shall promptly reimburse the Provider for any unaffiliated third-party out-of-pocket costs incurred by the Provider or itsAffiliates in connection with the Provider obtaining a refund or credit of any Non-Income Tax for the benefit of the Recipient. For the avoidance of doubt,any net income-based Taxes imposed or assessed as a result of the provision of Services by the Provider shall be borne exclusively by the Provider.

(b) Notwithstanding anything to the contrary set forth in this Agreement, the Recipient shall be entitled to deduct and withhold from any payment tothe Provider any such Taxes that the Recipient is required by any applicable Law to withhold. To the extent any amounts are so withheld, the Recipient shalltimely pay when due such deducted and withheld amounts to the proper Governmental Authority and promptly provide to the Provider evidence of suchpayment to such Governmental Authority. The Parties shall use commercially reasonable efforts to minimize withholding Taxes to the extent legallypermissible.

(c) If the Provider (i) receives any refund (whether by payment, offset, credit or otherwise) or (ii) utilizes any overpayment, in each case, of Taxes thatwere borne by Recipient pursuant to this Agreement, then the Provider shall promptly pay, or cause to be paid, to the Recipient an amount equal to suchrefund or overpayment, net of any additional Taxes payable by the Provider as a result of the receipt of such refund or such overpayment.

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ARTICLE VSTANDARD FOR SERVICE

5.1 Standard for Service .

(a) The Provider agrees (i) to perform the Services with substantially the same nature, quality, standard of care and service levels at which the same orsimilar services were performed by or on behalf of the Provider prior to the Separation Time or, if not so previously provided, then substantially similar tothose which are applicable to similar services provided to the Provider’s Affiliates or other business components; and (ii) upon receipt of written noticefrom the Recipient identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of suchService in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failureof the same or similar services prior to the Separation Time. The Parties acknowledge that an outage, interruption or other failure of any Service shall not bedeemed to be a breach of the provisions of this Section 5.1 so long as the applicable Provider complies with the foregoing clause (ii) .

(b) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall require the Provider to perform or cause tobe performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract oragreement with a third party. If the Provider is or becomes aware of any restriction on the Provider by an existing contract with a third party that wouldrestrict the nature, quality, standard of care or service levels applicable to delivery of the Services to be provided by the Provider to the Recipient, theProvider shall use commercially reasonable efforts to promptly notify the Recipient of any such restriction. The Parties each agree to cooperate and usecommercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allowthe Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.1 . Any out-of-pocket costs andexpenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to beperformed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commerciallyreasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute aviolation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely aspossible to the standards described in this Section 5.1 that would apply absent the exception provided for in the first sentence of this Section 5.1(b) .

5.2 Disclaimer of Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREETHAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITY ARISING FROM ORRELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND EACH PROVIDER, TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH INTHIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROVIDER HEREBY

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EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED,EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY INREGARD TO QUALITY, PERFORMANCE, NON-INFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANYSERVICE FOR A PARTICULAR PURPOSE.

5.3 Compliance with Laws and Regulations . Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any andall Laws applicable to its performance under this Agreement. No Party will knowingly take any action in violation of any such applicable Law that results inliability being imposed on the other Party.

ARTICLE VILIMITED LIABILITY AND INDEMNIFICATION

6.1 Consequential and Other Damages . Notwithstanding anything to the contrary set forth in the Separation Agreement or this Agreement, theProvider shall not be liable to the Recipient or any of its Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) orotherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculatedon multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or non-performance by the Provider(including any Affiliates and Representatives of the Provider and any unaffiliated third-party providers, in each case, providing the applicable Services)under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to loss of profits, businessinterruptions or claims of customers.

6.2 Limitation of Liability . The Liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act orfailure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Servicesprovided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shallnot exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to thisAgreement.

6.3 Obligation to Re-perform; Liabilities . In the event of any breach of this Agreement by any Provider with respect to the provision of any Services(with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall (a) promptly correctin all material respects such error, defect or breach or to perform again in all material respects such Services at the request of the Recipient and at the solecost and expense of the Provider and (b) subject to the limitations set forth in Section 6.1 and Section 6.2 , reimburse the Recipient and its Affiliates andRepresentatives for Liabilities attributable to such breach by the Provider. The remedy set forth in this Section 6.3 shall be the sole and exclusive remedy ofthe Recipient for any such breach of this Agreement. Any request for re-performance in accordance with this Section 6.3 by the Recipient must be inwriting and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one (1) month from the date sucherror, defect or breach becomes apparent or should have reasonably become apparent to the Recipient. This Section 6.3 shall survive any termination of thisAgreement.

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6.4 Release and Recipient Indemnity . Subject to Section 6.1 , each Recipient hereby releases the applicable Provider and its Affiliates andRepresentatives (each, a “ Provider Indemnified Party ”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such ProviderIndemnified Party from and against any and all Liabilities arising from, relating to or in connection with (a) the use of any Services by such Recipient orany of its Affiliates, Representatives or other Persons using such Services or (b) the sale, delivery, provision or use of any Services provided under orcontemplated by this Agreement, in the case of each of clauses (a) and (b) , except to the extent that such Liabilities arise out of, relate to or are aconsequence of the applicable Provider Indemnified Party’s (i) gross negligence, bad faith or willful misconduct or (ii) material breach of this Agreement.

6.5 Provider Indemnity . Subject to Section 6.1 , each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and itsAffiliates and Representatives (each, a “ Recipient Indemnified Party ”), from and against any and all Liabilities arising from, relating to or in connectionwith (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services or (b) the sale, delivery,provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clauses (a) and (b) , to the extent that suchliabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) gross negligence, bad faith or willful misconduct or (ii) material breachof this Agreement.

6.6 Indemnification Procedures . The provisions of Article VI of the Separation Agreement shall govern claims for indemnification under thisAgreement.

6.7 Liability for Payment Obligations . Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, Parent’s or Arlo’s expressobligation in this Agreement to pay Service Charges and Reimbursement Charges for Services rendered in accordance with this Agreement.

6.8 Exclusion of Other Remedies . The provisions of Section 6.3 , Section 6.4 and Section 6.5 of this Agreement shall, to the maximum extentpermitted by applicable Law, be the sole and exclusive remedies of the Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable,for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract orotherwise under this Agreement, except as set forth in Section 9.3 .

6.9 Confirmation . Neither Party excludes responsibility for any Liability which cannot be excluded pursuant to applicable Law.

ARTICLE VIITERM AND TERMINATION

7.1 Term and Termination . (a) This Agreement shall commence immediately upon the Separation Time and shall terminate upon the earlier to occurof: (i) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement or (ii) themutual written agreement of the Parties to terminate this Agreement in its entirety.

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(b) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement withrespect to the entirety of any individual Service but not a portion thereof, for any reason or no reason, upon providing at least ten (10) days’ prior writtennotice to the Provider; provided , however , that the Recipient shall pay to the Provider the necessary and reasonable documented out-of-pocket costsincurred in connection with the wind down of such Service other than any employee severance and relocation expenses, but including unamortized licensefees and costs for equipment used to provide such Service, contractual obligations under agreements used to provide such Service, any breakage ortermination fees and any other termination costs payable by the Provider with respect to any resources or pursuant to any other third-party agreements thatwere used by the Provider to provide such Service (or an equitably allocated portion thereof, in the case of any such equipment, resources or agreementsthat also were used for purposes other than providing Services).

A Provider may terminate this Agreement with respect to one or more Services, in whole but not in part, at any time upon prior written notice to theRecipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services, including making payment ofService Charges when due, and such failure shall continue uncured for a period of thirty (30) days after receipt by the Recipient of a written notice of suchfailure from the Provider. In the event that any Service is terminated other than at the end of a month, the Service Charge associated with such Service shallbe pro-rated appropriately. The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that maynot be identified on the applicable Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement ismaterially and adversely affected by the termination of another Service in accordance with Section 7.1(b) , then the Parties shall negotiate in good faith toamend the Schedule relating to such affected continuing Service, which amendment shall be consistent with the terms of, and the pricing methodology usedfor, comparable Services.

(c) In connection with the termination of any Service, if the Recipient reasonably determines that it will require such Service to continue beyond thedate on which such Service is scheduled to terminate, the Recipient may request that the Provider extend such Service (any such extension, a “ ServiceExtension ”) for a specified period beyond the scheduled termination of such Service (which period shall in no event (i) be longer than one hundred andeighty (180) days or (ii) end later than the date that is the twelve (12)-month anniversary of the Distribution Date) by written notice to the Provider no lessthan thirty (30) days prior to the date of such scheduled termination, and the Parties shall use commercially reasonable efforts to comply with such ServiceExtension; provided , that the Provider shall not be obligated to provide such Service Extension if a third-party consent is required and cannot be obtainedby the Provider. In connection with any request for Service Extensions in accordance with this Section 7.1(c) , the Parent Services Manager and the ArloServices Manager shall in good faith (x) negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with theterms of, and the pricing methodology used for, the applicable Service, and (y) determine the costs and expenses (other than Service Charges), if any, thatwould be incurred by the Provider

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or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by theParty requesting the Service Extension. Each amended Schedule to implement a Service Extension, as agreed in writing by the Parties, shall be deemed partof this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” providedunder this Agreement, in each case, subject to the terms and conditions of this Agreement.

7.2 Effect of Termination . Upon termination of any Service pursuant to this Agreement, the Provider of the terminated Service will have no furtherobligation to provide the terminated Service, and the relevant Recipient will have no obligation to pay any future Service Charges relating to any suchService; provided , however , that the Recipient shall remain obligated to the relevant Provider for the (a) Service Charges and Reimbursement Chargesowed and payable in respect of Services provided prior to the effective date of termination and (b) any applicable charges described in Section 7.1(b) ,which charges shall be payable only in the event that the Recipient terminates any Service pursuant to Section 7.1(b) . In connection with the termination ofany Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with atermination of this Agreement, Article I , Article VI (including liability in respect of any indemnifiable Liabilities under this Agreement arising or occurringon or prior to the date of termination), Article VII , Article IX and all confidentiality obligations under this Agreement and liability for all due and unpaidService Charges and Reimbursement Charges and any applicable charges payable pursuant to Section 7.1(b) , shall continue to survive indefinitely.

7.3 Force Majeure . (a) Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation(other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated,hindered or delayed as a consequence of a Force Majeure; provided , however , that (i) such Party (or such Person) shall have exercised commerciallyreasonable efforts to minimize the effect of such Force Majeure on its obligations; and (ii) the nature, quality and standard of care that the Provider shallprovide in delivering a Service after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides toits Affiliates with respect to such Service. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall givenotice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shallresume the performance of such obligations as soon as reasonably practicable after the removal of such cause.

(b) During the period of a Force Majeure, the Recipient shall be entitled to seek an alternative service provider with respect to such Service(s) and, inthe event a Force Majeure shall continue to exist for more than fifteen (15) consecutive days, permanently terminate such Service(s), it being understoodthat Recipient shall not be required to provide any advance notice of such termination to Provider or pay any charges in connection therewith. The Recipientshall be relieved of the obligation to pay Service Charges for the affected Service(s) throughout the duration of such Force Majeure.

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ARTICLE VIIIDISPUTE RESOLUTION

8.1 Dispute Resolution .

(a) In the event of any dispute, controversy or claim arising out of or relating to the transactions contemplated by this Agreement, or the validity,interpretation, breach or termination of any provision of this Agreement, or calculation or allocation of the costs of any Service, including claims seekingredress or asserting rights under any Law (each, a “ Dispute ”), Parent and Arlo agree that the Parent Services Manager and the Arlo Services Manager (orsuch other persons as Parent and Arlo may designate) shall negotiate in good faith in an attempt to resolve such Dispute amicably. If such Dispute has notbeen resolved to the mutual satisfaction of Parent and Arlo within fifteen (15) days after the initial written notice of the Dispute (or after such longer periodas the Parties may agree), then such Dispute shall be resolved in accordance with the dispute resolution process referred to in Article VIII of the SeparationAgreement; provided , however , that such dispute resolution process shall not modify or add to the remedies available to the Parties under this Agreement.

(b) In any Dispute regarding the amount of a Service Charge, if such Dispute is finally resolved pursuant to the dispute resolution process set forth orreferred to in Section 8.1(a) , and it is determined that the Service Charge that the Provider has invoiced the Recipient, and that the Recipient has paid to theProvider, is greater or less than the amount that the Service Charge should have been, then (i) if it is determined that the Recipient has overpaid the ServiceCharge, the Provider shall within five (5) business days after such determination reimburse the Recipient an amount of cash equal to such overpayment, plusthe Interest Payment, accruing from the date of payment by the Recipient to the time of reimbursement by the Provider; and (ii) if it is determined that theRecipient has underpaid the Service Charge, the Recipient shall within five (5) business days after such determination reimburse the Provider an amount ofcash equal to such underpayment, plus the Interest Payment, accruing from the date such payment originally should have been made by the Recipient to thetime of payment by the Recipient.

ARTICLE IXGENERAL PROVISIONS

9.1 No Agency . Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party as an agent of an unaffiliated partyin the conduct of such other party’s business. A Provider of any Service under this Agreement shall act as an independent contractor and not as the agent ofthe Recipient in performing such Service, maintaining control over its employees, its subcontractors and their employees and complying with allwithholding of income at source requirements, whether federal, national, state, local or foreign.

9.2 Subcontractors . A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement;provided , however , that (a) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was beingretained to provide similar services to the Provider and (b) such Provider shall in all cases remain primarily responsible for all of its obligations under thisAgreement with respect to the scope of the Services, the standard for services as set forth in Article V and the content of the Services provided to theRecipient.

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9.3 Treatment of Confidential Information . (a) The Parties shall not, and shall cause all other Persons providing Services or having access toinformation of the other Party that is known to such Party as confidential or proprietary (the “ Confidential Information ”) not to, disclose to any otherPerson or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided , however , that the ConfidentialInformation may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party orany member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member ofsuch Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided , further , that each Party may disclose ConfidentialInformation of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with theperformance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to anyGovernmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons,subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation oradministrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request fordocuments subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party,such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperatewith the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to bedisclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order orother similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, andshall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded suchConfidential Information.

(b) Each Party shall, and shall cause its Representatives to, protect the Confidential Information of the other Party by using the same degree of care toprevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than areasonable degree of care.

(c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of ConfidentialInformation contained in this Agreement.

(d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in thefuture be applicable to the provision of Services under this Agreement.

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9.4 Further Assurances . Each Party covenants and agrees that, without any additional consideration, it shall execute and deliver any further legalinstruments and perform any acts that are or may become necessary to effectuate this Agreement.

9.5 Notices . Except with respect to routine communications by the Parent Services Manager, Arlo Services Manager, Parent Local Services Managerand Arlo Local Service Manager under Section 2.6 , all notices, requests, claims, demands and other communications under this Agreement shall be inwriting and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service,by facsimile or electronic transmission with receipt confirmed or by registered or certified mail (postage prepaid, return receipt requested) to the respectiveParties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.5 ):

If to Parent, to:

NETGEAR, Inc.350 E. Plumeria DriveSan Jose, California 95134Attention: General CounselE-mail: [email protected]

with a copy to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019Attention: David C. Karp

Ronald C. ChenFacsimile: (212) 403-2000

If to Arlo, to:

Arlo Technologies, Inc.2200 Faraday Avenue, Suite 150Carlsbad, California 92008Attention: General CounselE-mail:[email protected]

with a copy to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019Attention: David C. Karp

Ronald C. ChenFacsimile: (212) 403-2000

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9.6 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competentjurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or injurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected,impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitableprovision to effect the original intent of the Parties.

9.7 Entire Agreement . This Agreement, the Separation Agreement and any other Ancillary Agreements, and the Exhibits, Schedules and appendiceshereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements,negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements orunderstandings between the Parties other than those set forth or referred to herein or therein. This Agreement, the Separation Agreement and any otherAncillary Agreements together govern the arrangements in connection with the Separation, the IPO and the Distribution and would not have been enteredindependently.

9.8 No Third-Party Beneficiaries . Except as provided in Article VI with respect to Provider Indemnified Parties and Recipient Indemnified Parties,this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intendedto or shall confer upon any other Person, including any union or any employee or former employee of Parent or Arlo, any legal or equitable right, benefit orremedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

9.9 Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated herebyand thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whetherpredicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delawareirrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance andremedies.

9.10 Amendment . No provisions of this Agreement, including any Schedules to this Agreement, shall be deemed waived, amended, supplemented ormodified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Partyagainst whom it is sought to enforce such waiver, amendment, supplement or modification.

9.11 Rules of Construction . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gendershall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall,unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to anyparticular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix

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references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, allreferences to any agreement (including this Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibitsand Appendixes) to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, withoutlimitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers tocalendar days; (h) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such otheragreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (i) unlessexpressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words ofsimilar import shall all be references to August 2, 2018.

9.12 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, andshall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

9.13 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns;provided that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Partyhereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement, theSeparation Agreement and the other Ancillary Agreements (except as may be otherwise provided in any such other Ancillary Agreement) in whole ( i.e. ,the assignment of a party’s rights and obligations under this Agreement, the Separation Agreement and all other Ancillary Agreements all at the same time)in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant partythereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

9.14 Non-Recourse . No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney orrepresentative of either Parent or Arlo or their Affiliates shall have any liability for any obligations or liabilities of Parent or Arlo, respectively, under thisAgreement or for any claims based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

9.15 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shallbe interpreted or construed against a drafter of such document shall not be applicable.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed by their duly authorized representativesas of the date first written above.

NETGEAR, INC.

By: /s/ Patrick C.S. Lo Name: Patrick C.S. Lo Title: Chairman and Chief Executive Officer

ARLO TECHNOLOGIES, INC.

By: /s/ Brian Busse Name: Brian Busse Title: General Counsel

[Signature Page to Transition Services Agreement]

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Exhibit10.3

EXECUTIONVERSION

TAXMATTERSAGREEMENT

BY AND BETWEEN

NETGEAR, INC.

AND

ARLO TECHNOLOGIES, INC.

Dated as of August 2, 2018

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TABLEOFCONTENTS Page Section1.DefinitionofTerms 2

Section2.AllocationofTaxLiabilities 10

Section 2.01 General Rule 10

Section 2.02 Allocation of Consolidated and Combined Income Taxes 10

Section 2.03 Allocation of Separate Income Taxes 11

Section 2.04 Determination of Tax Attributable to the Arlo Group in Respect of any Parent Combined Income Tax Return 11

Section 2.05 Certain Transaction and Other Taxes 12

Section 2.06 No Liability for Prior Payments 12

Section3.ProrationofTaxesforStraddlePeriods 13

Section4.PreparationandFilingofTaxReturns 13

Section 4.01 General 13

Section 4.02 Parent’s Responsibility 13

Section 4.03 Arlo’s Responsibility 13

Section 4.04 Tax Accounting Practices 14

Section 4.05 Consolidated or Combined Tax Returns 14

Section 4.06 Right to Review Tax Returns 14

Section 4.07 Arlo Carrybacks and Claims for Refund 15

Section 4.08 Apportionment of Taxes, Earnings and Profits and Tax Attributes 15

Section5.TaxPayments 16

Section 5.01 Payment of Taxes With Respect to Parent Combined Income Tax Returns 16

Section 5.02 Payment of Separate Company Taxes 17

Section 5.03 Indemnification Payments 17

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Section6.TaxBenefits 18

Section 6.01 Tax Benefits 18

Section 6.02 Parent and Arlo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation 18

Section7.Tax-FreeStatus 19

Section 7.01 Representations 19

Section 7.02 Restrictions on Arlo 20

Section 7.03 Restrictions on Parent 22

Section 7.04 Procedures Regarding Opinions and Rulings 22

Section 7.05 Liability for Tax-Related Losses 23

Section 7.06 Section 336(e) Election 25

Section8.AssistanceandCooperation 25

Section 8.01 Assistance and Cooperation 25

Section 8.02 Income Tax Return Information 26

Section 8.03 Reliance by Parent 27

Section 8.04 Reliance by Arlo 27

Section9.TaxContests 27

Section 9.01 Notice 27

Section 9.02 Control of Tax Contests 28

Section10.EffectiveDate;TerminationofPriorIntercompanyTaxAllocationAgreements 29

Section11.SurvivalofObligations 29

Section12.TreatmentofPayments;TaxGrossUp 29

Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments 29

Section 12.02 Tax Gross Up 29

Section 12.03 Interest Under This Agreement 29

ii

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Section13.Disagreements 30

Section14.LatePayments 31

Section15.Expenses 31

Section 16. General Provisions 31

Section 16.01 Addresses and Notices 31

Section 16.02 Counterparts; Entire Agreement; Corporate Power 31

Section 16.03 Waiver 32

Section 16.04 Severability 32

Section 16.05 Assignability 33

Section 16.06 Further Action 33

Section 16.07 Integration 33

Section 16.08 Headings 33

Section 16.09 Governing Law 33

Section 16.10 Amendment 33

Section 16.11 Arlo Subsidiaries 33

Section 16.12 Successors 33

Section 16.13 Specific Performance 34

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TAXMATTERSAGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement”) is entered into as of August 2, 2018, by and between NETGEAR, Inc., a Delaware corporation(“ Parent”), and Arlo Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Arlo”) (collectively, the “ Companies” andeach a “ Company”).

RECITALS

WHEREAS, Parent and Arlo have entered into a Master Separation Agreement, dated as of August 2, 2018 (the “ SeparationAgreement”), providing forthe separation of the Parent Group from the Arlo Group;

WHEREAS, pursuant to the Plan of Reorganization (as defined in the Separation Agreement), Parent (i) has transferred or will transfer the Arlo Assets toArlo, and (ii) has caused or will cause Arlo to assume the Arlo Liabilities, in actual or constructive exchange for (iii) the issuance by Arlo to Parent of ArloCommon Stock;

WHEREAS, Parent and its Subsidiaries have engaged in certain internal restructuring transactions, including the Internal Contribution and the InternalDistributions, to facilitate the Distribution;

WHEREAS, Parent and Arlo intend to effect the initial public offering by Arlo of Arlo Common Stock (the “ IPO”) pursuant to the terms of the SeparationAgreement, immediately following which Parent will own 80.1% or more of the outstanding Arlo Common Stock;

WHEREAS, Parent currently intends that, after the IPO, pursuant to the terms of the Separation Agreement, Parent will effect the Distribution;

WHEREAS, it is intended that, for U.S. Federal Income Tax purposes, (i) the Internal Contribution and the First Internal Distribution, taken together, shallqualify as transactions that are generally tax free pursuant to Sections 355(a) and/or 368(a)(1)(D) of the Code, (ii) the Second Internal Distribution shallqualify as a transaction that is generally tax free pursuant to Section 355(a) of the Code, (iii) the Contribution shall qualify as an exchange described inSection 351(a) of the Code and/or (iv) the Contribution and the Distribution, if effected, taken together, shall qualify as transactions that are generally taxfree pursuant to Sections 355(a) and/or 368(a)(1)(D) of the Code;

WHEREAS, as of the date hereof, Parent is the common parent of an affiliated group (as defined in Section 1504 of the Code) of corporations, includingArlo, which has elected to file consolidated Federal Income Tax Returns; and

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of liabilities for Taxes arising prior to, at the time of, andsubsequent to the Contribution Date, and to provide for and agree upon other matters relating to Taxes.

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NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Section1.DefinitionofTerms.For purposes of this Agreement (including the recitals hereof), the following terms have the followingmeanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation Agreement:

“ Affiliate” shall have the meaning set forth in the Separation Agreement.

“ Agreement” shall mean this Tax Matters Agreement.

“ AncillaryAgreements” shall have the meaning set forth in the Separation Agreement.

“ Arlo” shall have the meaning set forth in the first sentence of this Agreement, and references herein to Arlo shall include any entity treated as a successorto Arlo.

“ ArloActiveTradeorBusiness” shall mean the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by Arlo andits “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the trade or business relied upon to satisfy Section 355(b) of the Codewith respect to the Distribution as conducted immediately prior to the Distribution.

“ ArloAssets” shall have the meaning set forth in the Separation Agreement.

“ ArloBusiness” shall have the meaning set forth in the Separation Agreement.

“ ArloCapitalStock” shall mean (i) all classes or series of capital stock of Arlo, including the Arlo Common Stock, (ii) all options, warrants and otherrights to acquire such capital stock and (iii) all instruments properly treated as stock in Arlo for U.S. Federal Income Tax purposes.

“ ArloCarryback” shall mean any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the Arlo Group whichmay or must be carried from one Tax Period to a prior Tax Period under the Code or other applicable Tax Law.

“ ArloCommonStock” shall have the meaning set forth in the Separation Agreement.

“ ARLOESPP” shall have the meaning set forth in the Employee Matters Agreement.

“ ArloFederalConsolidatedIncomeTaxReturn” shall mean any U.S. Federal Income Tax Return for the affiliated group (as that term is defined inSection 1504 of the Code) of which Arlo is the common parent.

“ ArloGroup” shall mean (i) Arlo and each Person that is a direct or indirect Subsidiary of Arlo (including any Subsidiary of Arlo that is disregarded forU.S. Federal Income Tax purposes (or for purposes of any state, local, or foreign tax law)) on or after the IPO Closing Date, (ii) any corporation (or otherPerson) that shall have merged or liquidated into Arlo or any such Subsidiary and (iii) any predecessor or successor to any Person otherwise described inthis definition.

“ ArloIreland” shall mean Arlo Technologies International Limited, an Irish limited liability company.

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“ ArloLiabilities” shall have the meaning set forth in the Separation Agreement.

“ ArloSeparateReturn” shall mean any Separate Return of Arlo or any member of the Arlo Group.

“ BusinessDay” shall have the meaning set forth in the Separation Agreement.

“ Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“ Companies” and “ Company” shall have the meaning set forth in the first sentence of this Agreement.

“ CompensatoryEquityInterests” shall have the meaning set forth in Section 6.02(a) of this Agreement.

“ Contribution” shall mean the contribution of assets, including all of the shares of capital stock of Arlo Ireland pursuant to Steps 13c through 13e of thePlan of Reorganization, by Parent to Arlo and the assumption of the Arlo Liabilities by Arlo pursuant to the Separation Agreement and the AncillaryAgreements in actual or constructive exchange for the issuance by Arlo to Parent of shares of Arlo Common Stock.

“ ContributionDate” shall mean July 2, 2018.

“ DeconsolidationDate” shall mean the last date on which Arlo qualifies as a member of the Parent Affiliated Group.

“ DeconsolidationEvent” shall mean any event or transaction that causes Arlo to cease to be a member of the Parent Affiliated Group.

“ DGCL” shall mean the Delaware General Corporation Law.

“ Distribution” shall mean the distribution by Parent of all the outstanding shares of Arlo Common Stock owned directly by Parent pro rata to holders ofParent Common Stock.

“ DistributionDate” shall have the meaning set forth in the Separation Agreement.

“ Distribution-RelatedTaxContest” shall mean any Tax Contest in which the IRS, another Tax Authority or any other party asserts a position that couldreasonably be expected to adversely affect the Tax-Free Status of the Contribution and/or the Distribution.

“ EmployeeMattersAgreement” shall have the meaning set forth in the Separation Agreement.

“ EmployingParty” shall have the meaning set forth in Section 6.02(a) of this Agreement.

“ FederalIncomeTax” shall mean any Tax imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts inrespect of the foregoing.

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“ FederalIncomeTaxReturn” shall mean any Tax Return of (i) any member of the Arlo Group (including any consolidated, combined or unitary return),or (ii) any member of the Parent Group (including any consolidated, combined or unitary return), in each case, with respect to Federal Income Taxes,including any Parent Federal Consolidated Income Tax Return and any Arlo Federal Consolidated Income Tax Return.

“ Fifty-PercentorGreaterInterest” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ FilingDate” shall have the meaning set forth in Section 7.05(d) of this Agreement.

“ FinalDetermination” shall mean the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a TaxPeriod, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparableform under the laws of a state, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a FinalDetermination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of theTax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a decision, judgment,decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer incompromise under Section 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (d) by anyallowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered(including by way of offset) by the jurisdiction imposing such Tax; or (e) by any other final disposition, including by reason of the expiration of theapplicable statute of limitations or by mutual agreement of the parties.

“ FirstInternalDistribution” shall mean the distribution by Netgear Holdings of all the outstanding shares of stock of Arlo Ireland owned directly byNetgear Holdings to Netgear International, as set as forth in Step 13a of the Plan of Reorganization and as effected pursuant to the Separation Agreementand Ancillary Agreements.

“ ForeignIncomeTax” shall mean any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of anyforeign country or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2, and any interest, penalties,additions to tax, or additional amounts in respect of the foregoing.

“ Group” shall mean the Parent Group or the Arlo Group, or both, as the context requires.

“ High-LevelDispute” shall mean any dispute or disagreement (a) relating to liability under Section 7.05 of this Agreement or (b) in which the amount ofliability in dispute totals $3 million or more.

“ IncomeTax” shall mean any Federal Income Tax, State Income Tax or Foreign Income Tax.

“ Indemnitee” shall have the meaning set forth in Section 12.03 of this Agreement.

“ Indemnitor” shall have the meaning set forth in Section 12.03 of this Agreement.

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“ InternalContribution” shall mean the (i) transfer of specified assets by Netgear Ireland to Arlo Ireland and (ii) issuance by Arlo Ireland to NetgearHoldings of an amount of stock of Arlo Ireland equal to the fair market value of the assets transferred pursuant to clause (i), as set forth in Steps 12a and12b of the Plan of Reorganization and as effected pursuant to the Separation Agreement and Ancillary Agreements.

“ InternalDistributionTax-FreeStatus” shall mean the qualification of each of (i) the Internal Contribution and the First Internal Distribution, takentogether, and (ii) the Second Internal Distribution, (x) for nonrecognition of income or gain (or similar treatment) for Foreign Income Tax purposes underthe laws of the relevant foreign jurisdiction and (y) (1) as transactions described in Section 368(a)(1)(D) and/or Section 355(a) of the Code, (2) astransactions in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 361(c)(2) of the Code, as applicable, and(3) as transactions in which Parent, Arlo and the members of their respective Groups recognize no income or gain for U.S. Federal Income Tax purposespursuant to Sections 355, 361 and 1032 of the Code.

“ InternalDistributions” shall mean the First Internal Distribution and the Second Internal Distribution, taken together.

“ IPO” shall have the meaning set forth in the Recitals.

“ IPOClosingDate” shall have the meaning set forth in the Separation Agreement.

“ IRS” shall mean the U.S. Internal Revenue Service.

“ JointReturn” shall mean any Return of a member of the Parent Group or the Arlo Group that is not a Separate Return.

“ NetgearHoldings” shall mean Netgear Holdings Limited, an Irish private limited company.

“ NetgearInternational” shall mean Netgear International Inc., a Delaware corporation.

“ NetgearIreland” shall mean Netgear International Ltd., an Irish private limited company.

“ NotifiedAction” shall have the meaning set forth in Section 7.04(a) of this Agreement.

“ Parent” shall have the meaning set forth in the first sentence of this Agreement.

“ ParentAffiliatedGroup” shall mean the affiliated group (as defined in Section 1504 of the Code and the regulations thereunder) of which Parent is thecommon parent.

“ ParentCombinedIncomeTaxReturn” shall mean any Parent Federal Consolidated Income Tax Return, Parent State Combined Income Tax Return, orParent Foreign Combined Income Tax Return.

“ ParentCommonStock” shall have the meaning set forth in the Separation Agreement.

“ ParentFederalConsolidatedIncomeTaxReturn” shall mean any U.S. Federal Income Tax Return for the Parent Affiliated Group.

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“ ParentForeignCombinedIncomeTaxReturn” shall mean a consolidated, combined or unitary or other similar Foreign Income Tax Return or anyForeign Income Tax Return with respect to any profit and/or loss sharing group, group payment or similar group or fiscal unity that actually includes, byelection or otherwise, one or more members of the Parent Group together with one or more members of the Arlo Group.

“ ParentGroup” shall mean (i) Parent and each Person that is a direct or indirect Subsidiary of Parent (including any Subsidiary of Parent that isdisregarded for U.S. Federal Income Tax purposes (or for purposes of any state, local, or foreign tax law)) on or after the IPO Closing Date (other than anyPerson that is a member of the Arlo Group), (ii) any corporation (or other Person) that shall have merged or liquidated into Parent or any such Subsidiary,and (iii) any predecessor or successor to any Person otherwise described in this definition.

“ ParentSeparateReturn” shall mean any Separate Return required to be filed by Parent or any member of the Parent Group.

“ ParentStateCombinedIncomeTaxReturn” shall mean a consolidated, combined or unitary State Income Tax Return that actually includes, byelection or otherwise, one or more members of the Parent Group and one or more members of the Arlo Group.

“ PastPractices” shall have the meaning set forth in Section 4.04(a) of this Agreement.

“ PaymentDate” shall mean (i) with respect to any Parent Federal Consolidated Income Tax Return, the due date for any required installment of estimatedTaxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing such Tax Return determined underSection 6072 of the Code, or the date such Tax Return is filed, as the case may be, and (ii) with respect to any other Tax Return, the corresponding datesdetermined under the applicable Tax Law.

“ Payor” shall have the meaning set forth in Section 5.03(a) of this Agreement.

“ Person” shall mean any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture,unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity istreated as disregarded for U.S. Federal Income Tax purposes.

“ Post-ContributionPeriod” shall mean any Tax Period beginning after the Contribution Date and, in the case of any Straddle Period, the portion of suchStraddle Period beginning after the Contribution Date.

“ Post-DeconsolidationPeriod” shall mean any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portionof such Straddle Period beginning the day after the Deconsolidation Date.

“ Pre-ContributionPeriod” shall mean any Tax Period ending on or before the Contribution Date and, in the case of any Straddle Period, the portion ofsuch Straddle Period ending on the Contribution Date.

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“ Pre-DeconsolidationPeriod” shall mean any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, theportion of such Straddle Period ending on the Deconsolidation Date.

“ PrimeRate” shall have the meaning set forth in the Separation Agreement.

“ Privilege” shall mean any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-clientrelationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluationprocesses.

“ ProposedAcquisitionTransaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within themeaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into atransaction or series of transactions), whether such transaction is supported by Arlo management or shareholders, is a hostile acquisition, or otherwise, as aresult of which Arlo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire,or have the right to acquire, from Arlo and/or one or more holders of outstanding shares of Arlo Capital Stock, a number of shares of Arlo Capital Stock thatwould, when combined with any other changes in ownership of Arlo Capital Stock pertinent for purposes of Section 355(e) of the Code (including ArloCapital Stock sold pursuant to the IPO), comprise 40% or more of (A) the value of all outstanding shares of stock of Arlo as of the date of such transaction,or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding shares ofvoting stock of Arlo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series.Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by Arlo of a shareholder rights plan or (B) issuancesby Arlo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating toacquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutesan indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirectacquisition of shares of stock by the non-exchanging shareholders. For purposes of this definition, each reference to Arlo shall include a reference to anyentity treated as a successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shallbe interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code or official IRSguidance with respect thereto shall be incorporated into this definition and its interpretation.

“ RepresentationLetters” shall mean the representation letters and any other materials delivered or to be delivered by, or on behalf of, Parent, Arlo orothers to a Tax Advisor in connection with the issuance by such Tax Advisor of a Tax Opinion.

“ RequiredParty” shall have the meaning set forth in Section 5.03(a) of this Agreement.

“ ResponsibleCompany” shall mean, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return underthis Agreement.

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“ RestrictionPeriod” shall mean the period beginning on the date hereof and ending on the day after the two (2) year anniversary of the Distribution Date.

“ SecondInternalDistribution” shall mean the distribution by Netgear International of all the outstanding shares of capital stock Arlo Ireland owneddirectly by Netgear International to Parent, as forth in Step 13b of the Plan of Reorganization and as effected pursuant to the Separation Agreement andAncillary Agreements.

“ Section336(e)Election” shall have the meaning set forth in Section 7.06 of this Agreement.

“ SeparateReturn” shall mean (a) in the case of any Tax Return of any member of the Arlo Group (including any consolidated, combined or unitaryreturn), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the ParentGroup (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Arlo Group.

“ SeparationAgreement” shall have the meaning set forth in the recitals of this Agreement.

“ StateIncomeTax” shall mean any Tax imposed by any state of the United States (or by any political subdivision of any such state) or the District ofColumbia, or any city or municipality located therein, which is imposed on or measured by net income, including state and local franchise or similar Taxesmeasured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ StateIncomeTaxReturn” shall mean any Tax Return with respect to State Income Taxes.

“ StraddlePeriod” shall mean, as the context requires, any Tax Period that begins on or before and ends after the Contribution Date or any Tax Period thatbegins on or before and ends after the Deconsolidation Date.

“ Tax” or “ Taxes” shall mean any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workerscompensation, unemployment, disability, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import,export, value-added, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax)imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of theforegoing.

“ TaxAdvisor” shall mean a U.S. tax counsel or accountant of recognized national standing.

“ TaxAdvisorDispute” shall have the meaning set forth in Section 13 of this Agreement.

“ TaxAttribute” shall mean a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution,general business credit or any other Tax Item that could reduce a Tax.

“ TaxAuthority” shall mean, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (ifany) charged with the collection of such Tax for such entity or subdivision.

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“ TaxBenefit” shall mean any loss, deduction, refund, credit, or other item reducing Taxes otherwise payable.

“ TaxContest” shall mean an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redeterminingTaxes (including any administrative or judicial review of any claim for refund).

“ Tax-FreeStatus” shall mean the qualification of each of (i) the Contribution as an exchange described in Section 351(a) of the Code and (ii) theContribution and Distribution, if effected, taken together, (a) as a transaction described in Section 368(a)(1)(D) and/or Section 355(a) of the Code, (b) as atransaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 361(c)(2) of the Code, as applicable, and(c) as a transaction in which Parent, Arlo and the members of their respective Groups recognize no income or gain for U.S. Federal Income Tax purposespursuant to Sections 355, 361 and 1032 of the Code, other than intercompany items or excess loss accounts, if any, taken into account pursuant to theTreasury Regulations promulgated pursuant to Section 1502 of the Code.

“ TaxItem” shall mean, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“ TaxLaw” shall mean the law of any governmental entity or political subdivision thereof relating to any Tax.

“ TaxOpinion” shall mean each opinion of a Tax Advisor delivered to Parent in connection with, and regarding the Federal Income Tax treatment of, theContribution and, if effected, the Distribution.

“ TaxPeriod” shall mean, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ TaxRecords” shall mean any Tax Returns, Tax Return work papers, documentation relating to any Tax Contests, and any other books of account orrecords (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required tobe maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

“ Tax-RelatedLosses” shall mean (i) all federal, state and local Taxes (including interest and penalties thereon) imposed pursuant to any settlement, FinalDetermination, judgment or otherwise; (ii) all reasonable accounting, legal and other professional fees, and court costs incurred in connection with suchTaxes; and (iii) all reasonable costs and expenses and any damages associated with stockholder litigation or controversies and any amount required to bepaid by Parent (or any Parent Affiliate) or Arlo (or any Arlo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRSor any other Tax Authority, in each case, resulting from the failure of (A) the Contribution or the Distribution, if effected, to have Tax-Free Status, (B) theInternal Contribution and the First Internal Distribution, taken together, to have Internal Distribution Tax-Free Status, or (C) the Second InternalDistribution to have Internal Distribution Tax-Free Status; provided , that amounts shall be treated as having been required to be paid for purposes of clause(iii) of this definition to the extent they are paid in a good faith compromise of an asserted claim.

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“ TaxReturn” or “ Return” shall mean any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or anyother similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits,or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Transactions” shall mean the Internal Contribution, the Internal Distributions, the Contribution, the Distribution, the IPO, and the other transactionscontemplated by the Plan of Reorganization and the Separation Agreement.

“ TreasuryRegulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“ UnqualifiedTaxOpinion” shall mean an unqualified opinion of a Tax Advisor on which Parent may rely to the effect that a transaction (i) will not affectthe Tax-Free Status of the Contribution and the Distribution, and (ii) will not adversely affect any of the conclusions set forth in any Tax Opinion; provided,that any tax opinion obtained in connection with a proposed acquisition of Arlo Capital Stock entered into during the Restriction Period shall not qualify asan Unqualified Tax Opinion, unless such tax opinion concludes that such proposed acquisition will not be treated as “part of a plan (or series of relatedtransactions),” within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes the Distribution. Anysuch opinion must assume that the Contribution and Distribution, if effected, would have qualified for Tax-Free Status if the transaction in question did notoccur.

Section2.AllocationofTaxLiabilities.

Section 2.01 General Rule.

(a) Parent Liability . Parent shall be liable for, and shall indemnify and hold harmless the Arlo Group from and against any liability for, Taxes that areallocated to Parent under this Section 2.

(b) Arlo Liability . Arlo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes that areallocated to Arlo under this Section 2.

Section 2.02 Allocation of Consolidated and Combined Income Taxes . Except as otherwise provided in Section 2.05, with respect to any ParentCombined Income Tax Return, Parent shall be responsible for any and all Income Taxes due or required to be reported on any such Income Tax Return(including any increase in such Tax as a result of a Final Determination); provided , that Arlo shall be responsible for any and all Income Taxes due orrequired to be reported on any such Income Tax Return (including any increase in such Tax as a result of a Final Determination) for any Post-ContributionPeriod that are attributable to the Arlo Group, as determined pursuant to Section 2.04.

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Section 2.03 Allocation of Separate Income Taxes. Except as otherwise provided in Section 2.05, (a) Parent shall be responsible for any and allIncome Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a FinalDetermination); (b) Arlo shall be responsible for any and all Income Taxes due with respect to or required to be reported on any Arlo Separate Return(including any increase in such Tax as a result of a Final Determination).

Section 2.04 Determination of Tax Attributable to the Arlo Group in Respect of any Parent Combined Income Tax Return . With respect to any ParentCombined Income Tax Return for each Post-Contribution Period, the amount of Taxes attributable to the Arlo Group shall be the amount of Taxes, if any,that would be incurred by the Arlo Group and/or its members for such Post-Contribution Period had the Arlo Group and/or its members not been included insuch Parent Combined Income Tax Return (“ ArloAllocatedTaxes”). Arlo Allocated Taxes shall be determined based on the hypothetical stand-aloneliability of the Arlo Group and/or any of its members for Taxes for such Post-Contribution Period, calculated on the following basis:

(a) to the extent that members of the Arlo Group would (but for their inclusion in a Parent Combined Income Tax Return) be entitled to file a TaxReturn on a consolidated, combined or unitary basis solely with other members of the Arlo Group, such liability for Taxes shall be determined as thoughsuch members filed on a consolidated, combined or unitary basis, as applicable, solely with such other members of the Arlo Group;

(b) taxable income of the Arlo Group and/or any of its members shall be calculated by taking into account Tax Attributes of Arlo and the relevantmembers of the Arlo Group, in each case, to the extent arising after the Contribution Date, and treating all such Tax Attributes as being subject to thelimitations under applicable Tax law (including limitations on carrybacks and carryforwards) that would apply if the relevant members of the Arlo Grouphad filed on a separate Tax Return basis for all Tax Periods (or portions thereof) relevant to the computation ( provided , that the Arlo Group and/or itsmembers shall be deemed to have relinquished, waived or otherwise foregone any carrybacks to any Pre-Contribution Period; and if any such TaxAttribute would, under applicable Tax law be required to be carried back, such Tax Attribute shall be deemed to be available to the Arlo Group on acarryforward basis (subject to the limitations under applicable Tax law on such carryforwards)); and

(c) in the case of any Straddle Period with respect to the Contribution Date, (i) Tax Items shall be apportioned between Pre-Contribution Periods andPost-Contribution Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) as reasonably interpreted and applied byParent, and (ii) in determining the apportionment of Tax Items between Pre-Contribution Periods and Post-Contribution Periods, any Tax Items relatingto the Transactions shall be treated as extraordinary items under the principles described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) andshall (to the extent occurring on or prior to the Contribution Date) be allocated to Pre-Contribution Periods, and any Taxes related to such items shall betreated under the principles described in Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary items and shall (to the extentoccurring on or prior to the Contribution Date) be allocated to Pre-Contribution Periods; provided that for purposes of applying Treasury RegulationsSection 1.1502-76(b), this Section 2.04(c) shall be applied as if the Contribution Date were a Deconsolidation Date.

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For the avoidance of doubt, for purposes of calculating any available carryforward or carryback of Tax Attributes pursuant to clause (b) of this Section 2.04,the utilization of any such Tax Attributes by members of the Parent Group shall be disregarded.

Section 2.05 Certain Transaction and Other Taxes.

(a) Arlo Liability . Arlo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for any:

(i) Tax resulting from a breach by Arlo of any representation or covenant in this Agreement, the Separation Agreement or any AncillaryAgreement;

(ii) Tax-Related Losses for which Arlo is responsible pursuant to Section 7.05 of this Agreement; and

(iii) value-added Tax, goods and services Tax or similar Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactionsto the extent any member of the Arlo Group is the transferee with respect to the relevant transfer.

The amount for which Arlo is liable pursuant to Section 2.05(a)(i) and (iii) shall include all reasonable accounting, legal and other professional fees, andcourt costs incurred in connection with the relevant Taxes.

(b) Parent Liability . Parent shall be liable for, and shall indemnify and hold harmless the Arlo Group from and against any liability for any:

(i) stamp, sales and use, gross receipts, or other transfer Taxes (other than value-added Tax, goods and services Tax or similar Tax) imposed byany Tax Authority on the transfers occurring pursuant to the Transactions;

(ii) Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation Agreement or any AncillaryAgreement;

(iii) Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement; and

(iv) value-added Tax, goods and services Tax or similar Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactionsto the extent any member of the Parent Group is the transferee with respect to the relevant transfer.

The amounts for which Parent is liable pursuant to Section 2.05(b)(i), (ii) and (iv) shall include all reasonable accounting, legal and other professional fees,and court costs incurred in connection with the relevant Taxes.

Section 2.06 No Liability for Prior Payments . For the avoidance of doubt, neither party to this Agreement shall have any responsibility with respectto, or have any obligation to repay, any payment made by the other party or any of its Affiliates prior to the date of this Agreement (whether made to suchfirst party, to any Tax Authority or to any other Person) in respect of any Taxes or other amounts for which such first party is responsible hereunder.

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Section3.ProrationofTaxesforStraddlePeriods.

(a) General Method of Proration . In the case of any Straddle Period with respect to the Deconsolidation Date, Tax Items shall be apportionedbetween Pre-Deconsolidation Periods and Post-Deconsolidation Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b)as reasonably interpreted and applied by Parent. With respect to the Parent Federal Consolidated Income Tax Return for the taxable year that includes theDistribution, Parent shall determine, in its sole discretion, whether to make an election under Treasury Regulations Section 1.1502-76(b)(2)(ii). Arloshall, and shall cause each member of the Arlo Group to, take all actions necessary to give effect to such election.

(b) Transactions Treated as Extraordinary Item . In determining the apportionment of Tax Items between Pre-Deconsolidation Periods and Post-Deconsolidation Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury RegulationsSection 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods,and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary items andshall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods.

Section4.PreparationandFilingofTaxReturns.

Section 4.01 General . Except as otherwise provided in this Section 4, Tax Returns shall be prepared and filed when due (taking into accountextensions) by the Person obligated to file such Tax Returns under the Code or applicable Tax Law. The Companies shall provide, and shall cause theirrespective Affiliates to provide, assistance and cooperation to one another in accordance with Section 8 with respect to the preparation and filing of TaxReturns, including by providing information required to be provided pursuant to Section 8.

Section 4.02 Parent’s Responsibility. Parent has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a) Parent Combined Income Tax Returns and any other Joint Returns which Parent reasonably determines are required to be filed (or which Parentchooses to be filed) by the Companies or any of their Affiliates for any Tax Period; and

(b) Parent Separate Returns and Arlo Separate Returns which Parent reasonably determines are required to be filed by the Companies or any of theirAffiliates for any Tax Periods (limited, in the case of Arlo Separate Returns, to such Returns as are required to be filed (taking into account extensions)on or prior to the Contribution Date).

Section 4.03 Arlo’s Responsibility . Arlo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or withrespect to members of the Arlo Group other than those Tax Returns which Parent is required or entitled to prepare and file under Section 4.02. The TaxReturns required to be prepared and filed by Arlo under this Section 4.03 shall include (a) any Arlo Federal Consolidated Income Tax Return for TaxPeriods ending after the Deconsolidation Date and (b) Arlo Separate Returns required to be filed (taking into account extensions) after the ContributionDate.

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Section 4.04 Tax Accounting Practices.

(a) General Rule . Except as otherwise provided in Section 4.04(b), with respect to any Tax Return that Arlo has the obligation and right to prepareand file, or cause to be prepared and filed, under Section 4.03, for any Pre-Deconsolidation Period or any Straddle Period (or any Tax Period beginningafter the Deconsolidation Date to the extent items reported on such Tax Return could reasonably be expected to affect items reported on any Tax Returnthat Parent has the obligation or right to prepare and file for any Pre-Deconsolidation Period or any Straddle Period), such Tax Return shall be preparedin accordance with past practices, accounting methods, elections or conventions (“ PastPractices”) used with respect to the Tax Returns in question,and to the extent any items are not covered by Past Practices, in accordance with reasonable Tax accounting practices selected by Arlo. Except asotherwise provided in Section 4.04(b), Parent shall prepare any Tax Return that it has the obligation and right to prepare and file, or cause to be preparedand filed, under Section 4.02, in accordance with reasonable Tax accounting practices selected by Parent.

(b) Reporting of Transactions . Except to the extent otherwise required by a change in applicable law or as a result of a Final Determination, neitherParent nor Arlo shall, and shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the treatment of(A) the Contribution or the Distribution, if effected, as having Tax-Free Status (or analogous status under state or local law), (B) the InternalContribution and First Internal Distribution, taken together, as having Internal Distribution Tax-Free Status (or analogous status under state or local law),or (C) the Second Internal Distribution as having Internal Distribution Tax-Free Status (or analogous status under state or local law).

Section 4.05 Consolidated or Combined Tax Returns . Arlo will elect and join, and will cause its respective Affiliates to elect and join, in filing anyParent State Combined Income Tax Returns, Parent Foreign Combined Income Tax Returns, and any other Joint Returns that Parent reasonably determinesare required to be filed by the Companies or any of their Affiliates (or that Parent chooses to file pursuant to Section 4.02(a)) for any Tax Periods. Withrespect to any Arlo Separate Returns relating to any Tax Period (or portion thereof) ending on or prior to the Distribution Date, Arlo will elect and join, andwill cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent each entity iseligible to join in such Tax Returns, if Parent reasonably determines that the filing of such Tax Returns is consistent with past reporting practices, or, in theabsence of applicable past practices, will result in the minimization of the net present value of the aggregate Tax to the entities eligible to join in such TaxReturns.

Section 4.06 Right to Review Tax Returns.

(a) General . With respect to the Parent Federal Consolidated Income Tax Return for the taxable period that ends on and includes the DeconsolidationDate, Parent shall make such Tax Return (or the relevant portions thereof), related work papers, and other supporting

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documents available for Arlo’s review to the extent (i) such Tax Return relates to Taxes for which Arlo is or would reasonably be expected to be liable,(ii) Arlo is or would reasonably be expected to be liable, in whole or in part, for any additional Taxes owing as a result of adjustments to the amount ofTaxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which Arlo would reasonably be expected to have a claim for Tax Benefitsunder this Agreement, or (iv) reasonably necessary for Arlo to confirm compliance with the terms of this Agreement. Parent shall use reasonable effortsto make such Tax Return, work papers, and other supporting documents available for review as required under this paragraph promptly once such TaxReturn is materially complete, but in any event no later than 10 days in advance of the due date for filing such Tax Return, such that Arlo has ameaningful opportunity to review and comment on such Tax Return.

(b) Execution of Returns Prepared by Other Party . In the case of any Tax Return that is required to be prepared and filed by one Company under thisAgreement and that is required by law to be signed by the other Company (or by its authorized representative), the Company that is legally required tosign such Tax Return shall not be required to sign such Tax Return under this Agreement, unless there is at least a reasonable basis for the Tax treatmentof each material item reported on the Tax Return.

Section 4.07 Arlo Carrybacks and Claims for Refund. Arlo hereby agrees that any available elections to waive the right to claim in anyPre-Deconsolidation Period with respect to any Tax Return with respect to which Parent is the Responsible Company (including any Joint Return) or anyTax Return reflecting Taxes for which both Parent and Arlo are responsible under Section 2 any Arlo Carryback arising in a Post-Deconsolidation Periodshall be made, and no affirmative election shall be made to claim any such Arlo Carryback.

Section 4.08 Apportionment of Taxes, Earnings and Profits and Tax Attributes.

(a) If the Parent Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to Arlo or the members of the Arlo Groupand/or treated as a carryover to the first Post-Deconsolidation Period of Arlo (or such member) shall be determined by Parent in accordance withTreasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

(b) No Tax Attribute with respect to consolidated Federal Income Tax of the Parent Affiliated Group, other than those described in Section 4.08(a),and no Tax Attribute with respect to consolidated, combined or unitary state, local, or foreign Income Tax, in each case, arising in respect of a JointReturn shall be apportioned to Arlo or any member of the Arlo Group, except as Parent (or such member of the Parent Group as Parent shall designate)determines is otherwise required under applicable law.

(c) Parent (or its designee) shall reasonably determine in good faith the portion, if any, of any Tax Attribute that must (absent a Final Determination tothe contrary) be apportioned to Arlo or any member of the Arlo Group in accordance with this Section 4.08 and applicable law and, if applicable, theamount of tax basis and earnings and profits to be apportioned to Arlo or any member of the Arlo Group in accordance with this Section 4.08 andapplicable law, and, at Arlo’s request, shall use commercially reasonable efforts to provide written supporting documentation of the calculation thereof toArlo as soon as reasonably practicable

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after the date of such request and after the information necessary to make such calculation becomes available to Parent. For the absence of doubt, Parentshall not be liable to Arlo or any member of the Arlo Group for any failure of any determination under this Section 4.08 to be accurate under applicablelaw.

(d) Any written documentation delivered by Parent pursuant to Section 4.08(c) shall be binding on Arlo and each member of the Arlo Group and shallnot be subject to dispute resolution. Except to the extent otherwise required by a change in applicable law or pursuant to a Final Determination, Arloshall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written documentation.

Section5.TaxPayments.

Section 5.01 Payment of Taxes with Respect to Parent Combined Income Tax Returns . In the case of any Parent Combined Income Tax Returnreflecting Taxes for which both Parent and Arlo are responsible under Section 2:

(a) Payment of Tax Due. Parent shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account therequirements of Section 4.04 relating to consistent accounting and reporting practices, as applicable) with respect to any Tax Return on the Payment Datefor such Tax Return. Parent shall pay such amount to such Tax Authority on or before such Payment Date and shall provide notice to Arlo setting forthArlo’s responsibility for the amount of Taxes paid to the Tax Authority and provide proof of payment of such Taxes.

(b) Computation and Payment of Liability with Respect to Tax Due . Within 30 days following the earlier of (i) the due date (taking into accountextensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request forextension of time to file) or (ii) the date on which such Tax Return is filed, Arlo shall pay to Parent the amount, if any, allocable to the Arlo Group underthe provisions of this Agreement. For the avoidance of doubt, however, the 30-day period described herein shall not commence unless and until Parentnotifies Arlo pursuant to Section 5.01(a) hereof.

(c) Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return,Parent shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of suchadjustment pursuant to such Final Determination. Parent shall compute the amount attributable to the Arlo Group in accordance with this Agreement andArlo shall pay to Parent any amount due Parent under this Agreement within 30 days from the later of (i) the date the additional Tax was paid by Parentor, in an instance where no cash payment is due to a Tax Authority, the date of such Final Determination, or (ii) the date of receipt of a written notice anddemand from Parent for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing inreasonable detail the particulars relating thereto.

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(d) Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to paragraph (b) or (c) (in each case, excluding any interestpursuant to Section 14) is in excess of $1 million, then, no later than the later of (i) 5 Business Days after the date of receipt of a written notice anddemand from Parent for payment of the amount due, accompanied by a statement detailing the Taxes required to be paid and (ii) 3 Business Days prior tothe due date for the payment of such Tax, Arlo shall pay to Parent any amount due Parent under Section 2.

Section 5.02 Payment of Separate Company Taxes . Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due allTaxes owed by such Company or a member of such Company’s Group with respect to a Separate Return of Income Taxes.

Section 5.03 Indemnification Payments .

(a) If any Company (the “ Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “ RequiredParty”) is liable for under this Agreement, the Payor shall provide notice to the Required Party of the amount due, accompanied by evidence of paymentand a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of 20days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Partyshall reimburse the Payor within 30 days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with theamount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Section 13.Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to this Section 5.03 (excluding interest pursuant to Section 14) is inexcess of $1 million, then, no later than the later of (i) 5 Business Days after delivery by the Payor to the Required Party of an invoice for the amountdue, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto, (ii) 3Business Days prior to the due date for the payment of such Tax, the Required Party shall pay the Payor.

(b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Agreement shall be reduced by any corresponding TaxBenefit payment required to be made to the Required Party by the other Company pursuant to Section 6. For the avoidance of doubt, a Tax Benefitpayment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (oradjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment.

(c) All indemnification payments under this Agreement shall be made by Parent directly to Arlo and by Arlo directly to Parent; provided, however,that if the Companies mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may makesuch indemnification payment to any member of the Arlo Group, on the other hand, and vice versa.

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Section6.TaxBenefits.

Section 6.01 Tax Benefits.

(a) Except as set forth below, Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes forwhich Parent is liable hereunder, Arlo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes forwhich Arlo is liable hereunder, and a Company receiving a refund to which another Company is entitled hereunder, in whole or in part, shall pay oversuch refund (or portion thereof) to such other Company within 30 days after such refund is received.

(b) If a member of the Arlo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination thatincreases Taxes for which a member of the Parent Group is liable hereunder (or reduces any Tax Attribute of a member of the Parent Group) and suchTax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Parent Group actuallyrealizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the ArloGroup is liable hereunder (or reduces any Tax Attribute of a member of the Arlo Group) and such Tax Benefit would not have arisen but for suchadjustment (determined on a “with and without” basis), Arlo or Parent, as the case may be, shall make a payment to either Parent or Arlo, as appropriate,within 30 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any TaxBenefit actually realized as a result of the payment).

(c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Parent Group or a member ofthe Arlo Group, Parent (if a member of the Parent Group actually realizes such Tax Benefit) or Arlo (if a member of the Arlo Group actually realizessuch Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Parent or Arlo pursuantto this Section 6. In the event that Parent or Arlo disagrees with any such calculation described in this Section 6.01(c), Parent or Arlo shall so notify theother Company in writing within 15 days of receiving the written calculation set forth above in this Section 6.01(c). Parent and Arlo shall endeavor ingood faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined in accordance with thedisagreement resolution provisions of Section 13 as promptly as practicable. To the extent the amount payable determined pursuant to thisSection 6.01(c) differs from the amount paid pursuant to Section 6.01(b), an appropriate adjusting payment shall be made promptly.

Section 6.02 Parent and Arlo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation.

(a) Allocation of Deductions . To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options to purchaseParent or Arlo stock or settlement of restricted stock units, in each case, following the Contribution, with respect to Parent stock or Arlo stock (suchoptions and restricted stock units, collectively, “ CompensatoryEquityInterests”) held by any Person shall be claimed (i) in the case of an activeemployee, solely by the Group that employs such Person at the time of exercise, vesting, or settlement, as applicable, and (ii) in the case of a formeremployee, solely by the Group that last employed such Person (the Group described in clause (i) or (ii), the “ EmployingParty”). To the extentpermitted by applicable law, Income Tax deductions arising with respect to shares issued under the Parent Employee Stock Purchase Plan or the

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ARLO ESPP to any Person, in each case, following the Contribution, shall be claimed (i) in the case of an active employee, solely by the Group thatemploys or employed such Person at the time of issuance (or, in the case of any Income Tax deductions arising by reason of a disqualifying disposition,solely by the Group that employs such Person at the time of such disposition), and (ii) in the case of a former employee, solely by the Group that lastemployed such Person.

(b) Withholding and Reporting . Parent (or one of its Subsidiaries) shall be responsible for (x) remitting to each applicable Tax Authority applicableTax withholdings and (y) satisfying applicable Tax reporting obligations, in each case, with respect to any Compensatory Equity Interest held by itsactive employees or former employees last employed by the Parent Group, and Arlo (or one of its Subsidiaries) shall be responsible for (x) remitting toeach applicable Tax Authority applicable Tax withholdings and (y) satisfying applicable Tax reporting obligations, in each case, with respect to anyCompensatory Equity Interest held by its active employees or former employees last employed by the Arlo Group. The party that is entitled to claim thedeductions described in Section 6.02(a) with respect to shares issued under the Parent Employee Stock Purchase Plan or the ARLO ESPP shall beresponsible for all applicable Taxes (including, but not limited to, withholding and excise taxes), if any, with respect to such shares and shall satisfy, orshall cause to be satisfied, all applicable Tax reporting obligations with respect thereto.

Section7.Tax-FreeStatus.

Section 7.01 Representations.

(a) Each of Parent and Arlo hereby represents and warrants that (A) it has (or will have) reviewed any Representation Letters executed by it and(B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that relate to suchCompany, any member of its Group or its business are (or will be) true, correct and complete as of the date of the Tax Opinion to which suchRepresentation Letters relate.

(b) Arlo hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting anymember of its Group to take or fail to take any action), and does not know of any circumstance that could reasonably be expected to (i) adversely affectthe Tax-Free Status of the Contribution or, if effected, the Distribution, (ii) adversely affect the Internal Distribution Tax-Free Status of the InternalContribution or any Internal Distribution, or (iii) cause any representation or factual statement made in this Agreement, the Separation Agreement, anyRepresentation Letters executed by it or any of the Ancillary Agreements to be untrue.

(c) Arlo hereby represents and warrants that, during the two-year period ending on the date hereof, there was no “agreement, understanding,arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officersor directors of any member of the Arlo Group or by any other Person or Persons with the implicit or explicit permission of one or more of such officersor directors regarding an acquisition of all or a significant portion of the Arlo Capital Stock (or capital stock of any predecessor); provided , however ,that no representation is made

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regarding any such “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury RegulationsSection 1.355-7(h)) (i) by any one or more officers or directors of Parent or (ii) relating to Arlo Capital Stock sold pursuant to the IPO.

Section 7.02 Restrictions on Arlo .

(a) Arlo agrees that, unless Parent shall have determined not to undertake the Distribution and shall have waived in writing (which waiver may bewithheld or granted by Parent, in its sole and absolute discretion) the requirement to comply with this sentence, Arlo (i) will (and shall cause eachmember of the Arlo Group to) take any action reasonably requested by Parent in order to consummate the Distribution (including, without limitation,executing representation letters prepared by Parent’s Tax Advisors supporting any Tax Opinions regarding the Distribution) and (ii) will not take or failto take, or cause or permit any Arlo Affiliate to take or fail to take, any action where such action or failure to act could reasonably be expected to(A) prevent Parent from consummating the Distribution or (B) require Parent or Arlo to reflect a liability or reserve for Income Taxes with respect to theDistribution in its financial statements. Arlo agrees that, without Parent’s prior written consent, it will not take, or cause or permit any Arlo Affiliate totake, any action that could reasonably be expected to (i) cause Parent to cease to have “control” (within the meaning of Section 368(c) of the Code) ofArlo or (ii) result in a Deconsolidation Event, in each case, prior to the Distribution Date.

(b) Arlo agrees that it will not take or fail to take, or cause or permit any Arlo Affiliate to take or fail to take, any action where such action or failureto act would be inconsistent with or cause to be untrue any material, information, covenant or representation in this Agreement, the SeparationAgreement, any of the Ancillary Agreements or any Representation Letter. Arlo agrees that it will not take or fail to take, or permit any Arlo Affiliate totake or fail to take, any action that prevents or could reasonably be expected to prevent (i) the Tax-Free Status or the Internal Distribution Tax-FreeStatus (in the case of the Tax-Free Status of the Distribution, unless Parent shall have determined not to undertake the Distribution and shall have waivedin writing (which waiver may be withheld or granted by Parent, in its sole and absolute discretion) the requirement to comply with this clause (i) relatingto the Distribution), or (ii) any other transaction contemplated by the Separation Agreement which is intended by the parties to be tax-free from soqualifying.

(c) Arlo agrees that, unless Parent shall have determined not to undertake the Distribution and shall have waived in writing (which waiver may bewithheld or granted by Parent, in its sole and absolute discretion) the requirement to comply with this Section 7.02(c), from the date hereof until the firstday after the Restriction Period, it will (i) maintain its status as a company engaged in the Arlo Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in the Arlo ActiveTrade or Business for purposes of Section 355(b)(2) of the Code.

(d) Arlo agrees that, unless Parent shall have determined not to undertake the Distribution and shall have waived in writing (which waiver may bewithheld or granted by Parent, in its sole and absolute discretion) the requirement to comply with this

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Section 7.02(d), from the date hereof until the first day after the Restriction Period, it will not (i) enter into any Proposed Acquisition Transaction or, tothe extent Arlo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by(x) redeeming rights under a shareholder rights plan, (y) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing anysuch plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, or (z) approving any Proposed Acquisition Transaction,whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of Arlo’s charter or bylaws orotherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions (A) sellor transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to Arlopursuant to the Contribution, (B) sell or transfer 30% or more of the gross assets of the Arlo Active Trade or Business or (C) sell or transfer 30% or moreof the consolidated gross assets of Arlo and its Affiliates (in each case, such percentages to be measured based on fair market value as of the DistributionDate), (iv) redeem or otherwise repurchase (directly or through an Arlo Affiliate) any Arlo stock, or rights to acquire stock, except to the extent suchrepurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by RevenueProcedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through astockholder vote or otherwise, affecting the voting rights of Arlo Capital Stock (including, without limitation, through the conversion of one class of ArloCapital Stock into another class of Arlo Capital Stock), or (vi) take any other action or actions (including any action or transaction that would bereasonably likely to be inconsistent with any representation or covenant made or to be made in any Representation Letters) which in the aggregate (andtaking into account any other transactions described in this paragraph (d)) would or reasonably could have the effect of causing or permitting one ormore Persons (whether or not acting in concert) to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater Interest in Arlo (or anysuccessor) or otherwise jeopardize the Tax-Free Status of the Contribution or the Distribution, unless, in each case, (A) prior to taking any such action setforth in the foregoing clauses (i) through (vi) on or prior to the Distribution Date, Parent shall have consented to such action in writing (which consentmay be withheld or granted by Parent in its sole and absolute discretion) and (B) prior to taking any such action set forth in the foregoing clauses(i) through (vi) following the Distribution Date until the first day after the Restriction Period, (I) Arlo shall have requested that Parent obtain a privateletter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance withSection 7.04(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Parent shall have received such aprivate letter ruling in form and substance satisfactory to Parent, in its sole and absolute discretion, which discretion shall be exercised in good faithsolely to preserve the Tax-Free Status (and in determining whether a private letter ruling is satisfactory, Parent may consider, among other factors, theappropriateness of any underlying assumptions and representations made in connection with such private letter ruling), (II) Arlo shall have providedParent with an Unqualified Tax Opinion in form and substance satisfactory to Parent, in its sole and absolute discretion, which discretion shall beexercised in good faith solely to preserve the Tax-Free Status (and in determining whether an opinion is satisfactory, Parent may consider, among otherfactors, the appropriateness of any underlying assumptions

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and representations used as a basis for the Unqualified Tax Opinion and Parent may determine that no opinion would be acceptable to Parent) or(III) Parent shall have waived in writing (which waiver may be withheld or granted by Parent, in its sole and absolute discretion) the requirement toobtain such private letter ruling or Unqualified Tax Opinion.

Section 7.03 Restrictions on Parent. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take orfail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, covenant orrepresentation in this Agreement, the Separation Agreement, any of the Ancillary Agreements or any Representation Letters. Parent agrees that it will nottake or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action which prevents or could reasonably be expected toprevent the Tax-Free Status; provided , however , that this Section 7.03 shall not be construed as obligating Parent to consummate the Distribution.

Section 7.04 Procedures Regarding Opinions and Rulings.

(a) Following the Distribution Date, if Arlo notifies Parent that it desires to take one of the actions described in clauses (i) through (vi) ofSection 7.02(d) (a “ NotifiedAction”), Parent and Arlo shall reasonably cooperate to attempt to obtain the private letter ruling or Unqualified TaxOpinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such private letter ruling or Unqualified Tax Opinion.

(b) Rulings or Unqualified Tax Opinions at Arlo’s Request. Following the Distribution Date, at the reasonable request of Arlo pursuant toSection 7.02(d), Parent shall cooperate with Arlo and use commercially reasonable efforts to seek to obtain, as expeditiously as possible, a private letterruling from the IRS (and/or any other applicable Tax Authority, or if applicable, a supplemental private letter ruling) or cooperate with Arlo to enableArlo to obtain an Unqualified Tax Opinion for the purpose of permitting Arlo to take the Notified Action. Further, in no event shall Parent be required tofile or cooperate in the filing of any request for a private letter ruling under this Section 7.04(b), unless Arlo represents that (A) it has reviewed therequest for such private letter ruling, and (B) all statements, information and representations, if any, relating to any member of the Arlo Group, containedin the related private letter ruling documents are (subject to any qualifications therein) true, correct and complete. Arlo shall reimburse Parent for allreasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of Parent personnel, incurred by the ParentGroup in obtaining a private letter ruling or Unqualified Tax Opinion requested by Arlo within 30 days after receiving an invoice from Parent therefor.

(c) Rulings or Unqualified Tax Opinions at Parent’s Request . Parent shall have the right to request or obtain a private letter ruling (or, if applicable, asupplemental private letter ruling) from the IRS (and/or any other applicable Tax Authority) or an Unqualified Tax Opinion at any time, in its sole andabsolute discretion. If Parent determines to obtain a private letter ruling or an Unqualified Tax Opinion, Arlo shall (and shall cause each Affiliate of Arloto) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the private letter ruling or UnqualifiedTax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS (orother applicable Tax Authority) or Tax Advisor; provided that Arlo shall not be required to make (or cause any Affiliate of Arlo to make) any

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representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent and Arlo shalleach bear its own costs and expenses in obtaining a private letter ruling or an Unqualified Tax Opinion requested by Parent.

(d) Arlo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any private letter ruling pursuant toSection 7.04(b) or (c), and that only Parent shall be permitted to apply for such a private letter ruling. In connection with obtaining a private letter rulingpursuant to Section 7.04(b), (A) Parent shall keep Arlo informed in a timely manner of all material actions taken or proposed to be taken by Parent inconnection therewith; (B) Parent shall (1) reasonably in advance of the submission of any related private letter ruling documents provide Arlo with adraft copy thereof, (2) reasonably consider Arlo’s comments on such draft copy, and (3) provide Arlo with a final copy; and (C) Parent shall provideArlo with notice reasonably in advance of, and Arlo shall have the right to attend, any meetings with the IRS (or other applicable Tax Authority) (subjectto the approval of the IRS (or other applicable Tax Authority)) that relate to such private letter ruling request. Neither Arlo nor any Arlo Affiliate directlyor indirectly controlled by Arlo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any timeconcerning any of the Transactions (including the impact of any other transaction on any of the Transactions).

Section 7.05 Liability for Tax-Related Losses.

(a) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 7.05(c), Arlo shall be responsible for,and shall indemnify and hold harmless Parent and its Affiliates and each of their respective officers, directors and employees from and against, onehundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition after theDistribution of all or a portion of Arlo’s Capital Stock and/or its or its subsidiaries’ stock or assets (including any capital stock of Arlo Ireland) by anymeans whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined inTreasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the Arlo Group or by any other Person or Personswith the implicit or explicit permission of one or more of such officers or directors (other than officers or directors of Parent) that cause the Distributionor any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of Arlo or ArloIreland (or any successor thereof) representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Arlo after the Distribution(including, without limitation, any amendment to Arlo’s certificate of incorporation (or other organizational documents), whether through a stockholdervote or otherwise) affecting the voting rights of Arlo stock (including, without limitation, through the conversion of one class of Arlo Capital Stock intoanother class of Arlo Capital Stock), (D) any act or failure to act by Arlo or any Arlo Affiliate described in Section 7.02 (regardless whether such act orfailure to act is or may be covered by a consent described in Section 7.02(a) or a consent, private letter ruling, Unqualified Tax Opinion or waiverdescribed in clause (A) or (B) of Section 7.02(d)), or (E) any breach by Arlo of any of its agreements or representations set forth in Section 7.01 or in anyRepresentation Letter executed by it.

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(b) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 7.05(c), Parent shall be responsiblefor, and shall indemnify and hold harmless Arlo and its Affiliates and each of their respective officers, directors and employees from and against, onehundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition after theDistribution of all or a portion of Parent’s stock and/or its or its subsidiaries’ stock or assets (including any capital stock of Netgear Holdings or NetgearInternational) by any means whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations or discussions” (assuch terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the Parent Group or byany other Person or Persons with the implicit or explicit permission of one or more of such officers or directors that cause the Distribution or any InternalDistribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of Parent, Netgear Holdings orNetgear International (or any successor thereof) representing a Fifty-Percent or Greater Interest therein, (C) any act or failure to act by Parent or amember of the Parent Group described in Section 7.03 or (D) any breach by Parent of any of its agreement or representations set forth in Section 7.01(a)or in any Representation Letters executed by it.

(c)

(i) To the extent that any Tax-Related Loss is or reasonably could be subject to indemnification under both Sections 7.05(a) and (b), responsibilityfor such Tax-Related Loss shall be shared by Parent and Arlo according to relative fault.

(ii) Notwithstanding anything in Section 7.05(b) or (c)(i) or any other provision of this Agreement or the Separation Agreement to the contrary:

(A) with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) or Section 355(f) of the Code (other than as aresult of an acquisition of a Fifty-Percent or Greater Interest in Parent, Netgear Holdings or Netgear International) and (II) any other Tax-RelatedLoss resulting, in whole or in part, from an acquisition after the Distribution of any stock or assets of Arlo (or any Arlo Affiliate) by any meanswhatsoever by any Person or any action or failure to act by Arlo after the Distribution affecting the voting rights of Arlo, Arlo shall be responsiblefor, and shall indemnify and hold harmless Parent and its Affiliates and each of their respective officers, directors and employees from and against,one hundred percent (100%) of such Tax-Related Loss; and

(B) for purposes of calculating the amount and timing of any Tax-Related Loss for which Arlo is responsible under this Section 7.05(c)(ii)(B),Tax-Related Losses shall be calculated by assuming that Parent, the Parent Affiliated Group and each member of the Parent Group (I) pay Tax atthe highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

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(iii) Notwithstanding anything in Section 7.05(a) or (c)(i) or any other provision of this Agreement or the Separation Agreement to the contrary,with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) or Section 355(f) of the Code (other than as a result of anacquisition of a Fifty-Percent or Greater Interest in Arlo) and (II) any other Tax-Related Loss resulting, in whole or in part, from an acquisition afterthe Distribution of any stock or assets of Parent (or any Parent Affiliate) by any means whatsoever by any Person, Parent shall be responsible for, andshall indemnify and hold harmless Arlo and its Affiliates and each of their respective officers, directors and employees from and against, one hundredpercent (100%) of such Tax-Related Loss.

(d) Arlo shall pay Parent the amount of any Tax-Related Losses for which Arlo is responsible under this Section 7.05: (A) in the case of Tax-RelatedLosses described in clause (i) of the definition of Tax-Related Losses no later than two Business Days prior to the date Parent files, or causes to be filed,the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the “ FilingDate”) ( provided that if such Tax-Related Lossesarise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” then Arlo shall pay Parent no laterthan two Business Days prior to the due date for making payment with respect to such Final Determination) and (B) in the case of Tax-Related Lossesdescribed in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than two Business Days after the date Parent pays such Tax-RelatedLosses. Parent shall pay Arlo the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for whichParent is responsible under this Section 7.05 no later than two Business Days after the date Arlo pays such Tax-Related Losses. Each party shall have theright to review the calculation of any Tax-Related Losses prepared by the other party, including any related work papers and other supportingdocumentation.

Section 7.06 Section 336(e) Election. If Parent determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “Section336(e)Election”) shall be made with respect to the Distribution, Arlo shall (and shall cause the relevant member of the Arlo Group to) join withParent or the relevant member of the Parent Group in the making of such election and shall take any action reasonably requested by Parent or that isotherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to theDistribution, then this Agreement shall be amended in such a manner as is determined by Parent in good faith to take into account such Section 336(e)Election (including by requiring that, in the event the Contribution and Distribution fail to have Tax-Free Status and Parent is not entitled to indemnificationfor the Tax-Related Losses arising from such failure, Arlo shall pay over to Parent any Tax Benefits actually realized by any member of the Arlo Grouparising from the step-up in Tax basis resulting from the Section 336(e) Election).

Section8.AssistanceandCooperation.

Section 8.01 Assistance and Cooperation.

(a) Each of the Companies shall promptly provide (and cause its Affiliates to provide) the other and its agents, including accounting firms and legalcounsel, with such cooperation or information as such other Company reasonably requests in connection with Tax matters relating to the Companies andtheir Affiliates, including (i) preparation and filing of Tax

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Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes orother Tax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to beassessed. Such cooperation and information shall include, without limitation, upon reasonable notice, making all information and documents in theirpossession relating to the other Company and its Affiliates available to such other Company; provided , however , that no Company shall be required toprovide any Tax Records with respect to a particular Tax or Tax Return to the other Company after the date that is 3 years after the earlier of (x) the duedate (taking into account extensions) for filing the relevant Tax Return or for paying the relevant Tax or (y) the date on which the relevant Tax Returnwas filed or the relevant Tax was paid. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel(including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, andinterpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information ordocuments in connection with any administrative or judicial proceedings relating to Taxes. Arlo shall cooperate with Parent and take any and all actionsreasonably requested by Parent in connection with obtaining any Tax Opinions (including, without limitation, by making any new representation orcovenant confirming any previously made representation or covenant or providing any materials or information reasonably requested by any TaxAdvisor or Tax Authority). Each of the Companies shall promptly provide (and cause its Affiliates to provide) any Tax Advisor with respect to any TaxAdvisor Dispute such cooperation and information as such Tax Advisor reasonably requests in connection with such Tax Advisor Dispute.

(b) Any information or documents provided under this Section 8 shall be kept confidential by the Company receiving the information or documents,except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedingsrelating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall berequired to provide Arlo or any Arlo Affiliate or any other Person access to or copies of any information, documents or procedures (including theproceedings of any Tax Contest) other than information, documents or procedures that relate solely to Arlo, the Arlo Business or the Arlo Assets and (ii) in no event shall Parent or any Parent Affiliate be required to provide Arlo, any Arlo Affiliate or any other Person access to or copies of any informationor documents if such action would or reasonably could be expected to result in the waiver of any Privilege. In addition, in the event that either Companydetermines that the provision of any information or documents to the other Company or any of such other Company’s Affiliate could be commerciallydetrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligationsunder this Section 8 in a manner that avoids any such harm or consequence.

Section 8.02 Income Tax Return Information. Arlo and Parent acknowledge that time is of the essence in relation to any request for information,assistance or cooperation made by Parent or Arlo pursuant to Section 8.01 or this Section 8.02. Arlo and Parent acknowledge that failure to conform to thedeadlines set forth herein or reasonable deadlines otherwise set by Parent or Arlo could cause irreparable harm. Each Company shall provide to the otherCompany

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information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the ResponsibleCompany requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time forthe Responsible Company to file such Tax Returns on a timely basis.

Section 8.03 Reliance by Parent. If any member of the Arlo Group supplies information to a member of the Parent Group in connection with a Taxliability and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy ofsuch information, then upon the written request of such member of the Parent Group identifying the information being so relied upon, the chief financialofficer of Arlo (or any officer of Arlo as designated by the chief financial officer of Arlo) shall certify in writing that to his or her knowledge (based uponconsultation with appropriate employees) the information so supplied is accurate and complete. Arlo agrees to indemnify and hold harmless each member ofthe Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a memberof the Arlo Group having supplied, pursuant to this Section 8, a member of the Parent Group with inaccurate or incomplete information in connection with aTax liability.

Section 8.04 Reliance by Arlo. If any member of the Parent Group supplies information to a member of the Arlo Group in connection with a Taxliability and an officer of a member of the Arlo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of suchinformation, then upon the written request of such member of the Arlo Group identifying the information being so relied upon, the chief financial officer ofParent (or any officer of Parent as designated by the chief financial officer of Parent) shall certify in writing that to his or her knowledge (based uponconsultation with appropriate employees) the information so supplied is accurate and complete. Parent agrees to indemnify and hold harmless each memberof the Arlo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a memberof the Parent Group having supplied, pursuant to this Section 8, a member of the Arlo Group with inaccurate or incomplete information in connection with aTax liability.

Section9.TaxContests.

Section 9.01 Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authorityregarding any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for which itreasonably expects be indemnified by the other Company hereunder or for which it reasonably may be required to indemnify the other Company hereunder.Such notice shall include copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extentknown) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from anyTax Authority in respect of any such matters. The failure of one Company to notify the other of such communication in accordance with the immediatelypreceding sentences shall not relieve such other Company of any liability or obligation to pay such Tax or make indemnification payments under thisAgreement, except to the extent that the failure timely to provide such notification actually prejudices the ability of such other Company to contest such Taxliability or increases the amount of such Tax liability.

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Section 9.02 Control of Tax Contests.

(a) Separate Company Taxes. In the case of any Tax Contest with respect to any Separate Return, the Company having liability for the Tax pursuantto Section 2 hereof shall have exclusive control over the Tax Contest, including with respect to any settlement of such Tax liability, subject toSection 9.02(d) below.

(b) Parent Federal Consolidated Income Tax Return and Parent State Combined Income Tax Return. In the case of any Tax Contest with respect toany Parent Federal Consolidated Income Tax Return or any Parent State Combined Income Tax Return, Parent shall have exclusive control over the TaxContest, including with respect to any settlement of such Tax liability, subject to Section 9.02(d)(i) below.

(c) Parent Foreign Combined Income Tax Return. In the case of any Tax Contest with respect to any Parent Foreign Combined Income Tax Return,Parent shall have exclusive control over the Tax Contest, including with respect to any settlement of such Tax liability.

(d) Distribution-Related Tax Contests.

(i) In the event of any Distribution-Related Tax Contest as a result of which Arlo could reasonably be expected to become liable for any Tax orTax-Related Losses and which Parent has the right to administer and control pursuant to Section 9.02(a) or (b) above, (A) Parent shall consult withArlo reasonably in advance of taking any significant action in connection with such Tax Contest, (B) Parent shall offer Arlo a reasonable opportunityto comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) Parent shall defend such TaxContest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, and (D) Parent shall provide Arlocopies of any written materials relating to such Tax Contest received from the relevant Tax Authority.

(ii) In the event of any Distribution-Related Tax Contest with respect to any Arlo Separate Return, (A) Arlo shall consult with Parent reasonably inadvance of taking any significant action in connection with such Tax Contest, (B) Arlo shall consult with Parent and offer Parent a reasonableopportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) Arlo shall defendsuch Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (D) Parent shall be entitled toparticipate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and(E) Arlo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Parent, which consent shall notbe unreasonably withheld.

(e) Power of Attorney. Each member of the Arlo Group shall execute and deliver to Parent (or such member of the Parent Group as Parent shalldesignate) any power of attorney or other similar document reasonably requested by Parent (or such designee) in connection with any Tax Contest (as towhich Parent is the Controlling Party) described in this Section 9 within two (2) Business Days of such request.

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Section10.EffectiveDate;TerminationofPriorIntercompanyTaxAllocationAgreements. This Agreement shall be effective as of thedate following the IPO Closing Date. As of such date, (i) all prior intercompany Tax allocation agreements or arrangements solely between or amongParent and/or any of its Subsidiaries, on the one hand, and Arlo and/or any of its Subsidiaries, on the other hand, shall be terminated, and (ii) anyamounts due under such agreements with respect to taxable periods (or portions thereof) ending on or before the date of the IPO shall be settled aspromptly as practicable following the date of the IPO (and in any event no later than the earlier of (x) the due date for filing any Joint Returns for suchtaxable periods or (y) the Distribution Date). Upon such termination and settlement, no further payments by or to Parent or any of its Subsidiaries orby or to Arlo or any of its Subsidiaries, with respect to such agreements, shall be made, and all other rights and obligations pursuant to suchagreements shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due underthis Agreement; provided that to the extent appropriate, as determined by Parent, payments made pursuant to such agreements shall be credited toArlo or Parent, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Taxliability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Section11.SurvivalofObligations.The representations, warranties, covenants and agreements set forth in this Agreement shall beunconditional and absolute and shall remain in effect without limitation as to time.

Section12.TreatmentofPayments;TaxGross-Up.

Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments . In the absence of any change in Tax treatment under the Code or otherapplicable Tax Law, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (i) any indemnity paymentrequired by this Agreement or by the Separation Agreement (other than payments of interest) as either a contribution by Parent to Arlo or a distribution byArlo to Parent, as the case may be (which contribution or distribution shall, in the case of any payment made following the Distribution Date, be treated asoccurring immediately prior to the Distribution); and (ii) any payment of interest or State or Foreign Income Taxes by or to a Tax Authority, as taxable ordeductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make suchpayment.

Section 12.02 Tax Gross Up . If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is anadjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such paymentshall be appropriately adjusted so that the amount of such payment, reduced by all Income Taxes payable with respect to the receipt thereof (but taking intoaccount all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment that the Company receivingsuch payment would otherwise be entitled to receive.

Section 12.03 Interest Under this Agreement . Anything herein to the contrary notwithstanding, to the extent one Company (“ Indemnitor”) makes apayment of interest to another Company (“ Indemnitee”) under this Agreement with respect to the period from the date

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that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interestpayment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee(includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to theIndemnitor or increase in Tax to the Indemnitee.

Section13.Disagreements.The Companies desire that collaboration will continue between them. Accordingly, they will try, and they willcause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under thisAgreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “ TaxAdvisorDispute”)between any member of the Parent Group and any member of the Arlo Group as to the interpretation of any provision of this Agreement or theperformance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If theCompanies are unable to resolve any Tax Advisor Dispute that is not a High-Level Dispute within thirty (30) days, then the matter will be referred toa Tax Advisor acceptable to each of the Companies. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser,accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish writtennotice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after itsacceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receiptof the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be takenany action necessary to implement such resolution of the Tax Advisor. In accordance with Section 15, each Company shall pay its own fees andexpenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees andexpenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. If the Companies are unable to resolve anyTax Advisor Dispute that is a High-Level Dispute within thirty (30) days, then the matter shall be resolved pursuant to the procedures set forth inSections 8.3, 8.4 and 8.5 of the Separation Agreement; provided that each of the arbitrators selected in accordance with Section 8.3 of the SeparationAgreement must be Tax Advisors. Nothing in this Section 13 will prevent either Company from seeking injunctive relief if any delay resulting fromthe efforts to resolve the Tax Advisor Dispute through the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Disputethrough the procedures set forth in Sections 8.3, 8.4 and 8.5 of the Separation Agreement, as modified by the proviso in the preceding sentence) couldresult in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Separation Agreement orany Ancillary Agreement, Parent and Arlo are the only members of their respective Group entitled to commence a dispute resolution procedure underthis Agreement, and each of Parent and Arlo will cause its respective Group members not to commence any dispute resolution procedure other thanthrough such party as provided in this Section 13.

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Section14.LatePayments.Any amount owed by one party to another party under this Agreement which is not paid when due shall bearinterest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interestrequired to be paid under this Section 14 duplicates interest required to be paid under any other provision of this Agreement, interest shall becomputed at the higher of the interest rate provided under this Section 14 or the interest rate provided under such other provision.

Section15.Expenses.Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred inconnection with the preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section16.GeneralProvisions.

Section 16.01 Addresses and Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing andshall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or byfacsimile with receipt confirmed, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a noticegiven in accordance with this Section 16.01):

If to Parent :

NETGEAR, Inc.350 E. Plumeria Dr.San Jose, CA 95134Attention: General CounselE-mail: [email protected]

If to Arlo (prior to, on or after the IPO Closing Date) :

Arlo Technologies, Inc.2200 Faraday Ave., Suite 150Carlsbad, CA 92008Attention: General CounselE-mail: [email protected]

A party may, by notice to the other party, change the address to which such notices are to be given.

Section 16.02 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall becomeeffective when one or more counterparts have been signed by each of the parties and delivered to the other party.

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(b) This Agreement and the exhibits, schedules and appendices hereto, contain the entire agreement between the parties with respect to the subjectmatter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect tosuch subject matter. In the event of any inconsistency between this Agreement and the Separation Agreement, or any other agreements relating to thetransactions contemplated by the Separation Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.

(c) Parent represents on behalf of itself and each other member of the Parent Group, and Arlo represents on behalf of itself and each other member ofthe Arlo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order toexecute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance withthe terms thereof.

(d) Each party acknowledges that it and each other party may execute this Agreement by facsimile, stamp or mechanical signature, and that deliveryof an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by emailin portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each party expressly adopts andconfirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email inportable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that anysuch signature or delivery is not adequate to bind such party to the same extent as if it were signed manually and delivered in person and agrees that, atthe reasonable request of the other party at any time, it will as promptly and reasonably practicable cause this Agreement to be manually executed (anysuch execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 16.03 Waiver. Waiver by a party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by thewaiving party of any subsequent or other default, nor shall it prejudice the rights of the other party. No failure or delay by a party in exercising any right,power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or furtherexercise thereof or the exercise of any other right, power or privilege.

Section 16.04 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court ofcompetent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons orcircumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in noway be affected, impaired or invalidated thereby. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitableand equitable provision to effect the original intent of the parties.

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Section 16.05 Assignability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors andpermitted assigns; provided , however , no such party hereto may assign its rights or delegate its obligations under this Agreement without the express priorwritten consent of the other parties hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights andobligations under this Agreement in whole in connection with a change of control of a party so long as the resulting, surviving or transferee Person assumesall the obligations of the relevant party hereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the otherparty.

Section 16.06 Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action asmay be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates andrepresentatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (orportions thereof) under the control of such other parties in accordance with Section 9.

Section 16.07 Integration . The provisions of this Agreement are solely for the benefit of the parties and are not intended to confer upon any Personexcept the parties any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement and this Agreement shall not provide anythird Person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 16.08 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affectin any way the meaning or interpretation of this Agreement.

Section 16.09 Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated herebyor to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law,statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice oflaws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 16.10 Amendment. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a party, unless suchwaiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom it is sought to enforcesuch waiver, amendment, supplement or modification.

Section 16.11 Arlo Subsidiaries . If, at any time, Arlo acquires or creates one or more subsidiaries that are includable in the Arlo Group, they shall besubject to this Agreement and all references to the Arlo Group herein shall thereafter include a reference to such subsidiaries.

Section 16.12 Successors . This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, orotherwise, to any of the parties hereto (including, but not limited to, any successor of Parent or Arlo succeeding to the Tax Attributes of either underSection 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

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Section 16.13 Specific Performance . Subject to the provisions of Section 13, in the event of any actual or threatened default in, or breach of, any ofthe terms, conditions and provisions of this Agreement, the party or parties who are, or are to be, thereby aggrieved shall have the right to specificperformance and injunctive or other equitable relief in respect of its or their rights under this Agreement, in addition to any other rights and remedies at lawor in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach, includingmonetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would beadequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the parties.

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above. NETGEAR, INC.

By: /s/ Patrick C.S. LoName: Patrick C.S. LoTitle: Chairman and Chief Executive Officer

ARLO TECHNOLOGIES, INC.

By: /s/ Brian BusseName: Brian BusseTitle: General Counsel

[Signature Page to Tax Matters Agreement]

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Exhibit10.4

EXECUTIONVERSION

EMPLOYEEMATTERSAGREEMENT

BY AND BETWEEN

NETGEAR, INC.

AND

ARLO TECHNOLOGIES, INC.

Dated as of August 2, 2018

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EMPLOYEEMATTERSAGREEMENT

This Employee Matters Agreement (this “ Agreement ”), dated as of August 2, 2018, with effect as of the IPO Effective Time, is entered into by andbetween NETGEAR, Inc., a Delaware corporation (“ Parent ”), and Arlo Technologies, Inc., a Delaware corporation (“ Arlo ,” and together with Parent, the“ Parties ”).

RECITALS:

WHEREAS, Parent and Arlo have entered into a Master Separation Agreement pursuant to which the Parties have set out the terms on which, and theconditions subject to which, they wish to implement the Separation (as defined in the Master Separation Agreement) (such agreement, as amended, restatedor modified from time to time, the “ Master Separation Agreement ”).

WHEREAS, in connection therewith, Parent and Arlo have agreed to enter into this Agreement to allocate between them assets, liabilities andresponsibilities with respect to certain employee compensation, pension and benefit plans, programs and arrangements and certain employment matters.

NOW THEREFORE, in consideration of the mutual agreements, covenants and other provisions set forth in this Agreement, the Parties hereby agreeas follows:

ARTICLEIDEFINITIONS

Unless otherwise defined in this Agreement, capitalized words and expressions and variations thereof used in this Agreement have the meanings setforth below.

1.1 “ A/L Split Date ” means July 2, 2018.

1.2 “ Affiliate ” has the meaning given to that term in the Master Separation Agreement.

1.3 “ Agreement ” has the meaning set forth in the preamble to this Agreement, and includes all the Schedules hereto.

1.4 “ Ancillary Agreements ” has the meaning given to that term in the Master Separation Agreement.

1.5 “ Approved Leave of Absence ” means an absence from active service pursuant to an approved leave policy with a guaranteed right ofreinstatement.

1.6 “ Arlo ” has the meaning set forth in the preamble to this Agreement.

1.7 “ Arlo 401(k) Plan Trust ” means a trust relating to the Arlo 401(k) Plan intended to qualify under Section 401(a) and be exempt underSection 501(a) of the Code.

1

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1.8 “ Arlo 401(k) Plan ” means a 401(k) plan established by Arlo.

1.9 “ Arlo Allocation Factor ” means the percentage, rounded up to the nearest whole number, determined by the following calculation: (the productof “A” multiplied by “D”) divided by (the sum of (“A” multiplied by “D”) plus “N”), where “A” equals the Arlo Value, “D” equals the Distribution Ratio,and “N” equals the Parent Post-Spin Value.

1.10 “ Arlo Assets ” has the meaning given to that term in the Master Separation Agreement.

1.11 “ Arlo Capital Stock ” has the meaning given to that term in the Master Separation Agreement.

1.12 “ Arlo Common Stock ” has the meaning given to that term in the Master Separation Agreement.

1.13 “ Arlo Employee ” means any individual who is either actively employed by, or then on Approved Leave of Absence from, an Arlo Entity on orafter the A/L Split Date.

1.14 “ Arlo Entities ” means the members of the Arlo Group (as defined in the Master Separation Agreement).

1.15 “ Arlo ESPP ” means the 2018 Arlo Technologies, Inc. Employee Stock Purchase Plan.

1.16 “ Arlo Executive Benefit Plans ” means the executive benefit and nonqualified plans, programs, and arrangements established, sponsored,maintained, or agreed upon, by any Arlo Entity for the benefit of employees and former employees of any Arlo Entity.

1.17 “ Arlo Long-Term Incentive Plan ” means the Arlo Technologies, Inc. 2018 Equity Incentive Plan.

1.18 “ Arlo Ratio ” means the quotient obtained by dividing the Parent Pre-Spin Value by the Arlo Value.

1.19 “ Arlo Value ” means the closing per-share price of Arlo Common Stock on the Stock Exchange on the last trading day preceding theDistribution Date, as reported by Bloomberg L.P.

1.20 “ Auditing Party ” has the meaning set forth in Section 5.5(a).

1.21 “ Benefit Plan ” means, with respect to an entity or any of its Subsidiaries, (a) each “employee welfare benefit plan” (as defined in Section 3(1)of ERISA) and all other employee benefits arrangements, policies or payroll practices (including, without limitation, severance pay, sick leave, vacationpay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medicalinsurance or life insurance) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiariescontributes or is required to contribute) and (b) all

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“employee pension benefit plans” (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangementssponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is requiredto contribute). For the avoidance of doubt, “Benefit Plans” includes Health and Welfare Plans and Arlo Executive Benefit Plans and Parent ExecutiveBenefit Plans. When immediately preceded by “Parent,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Parent or a ParentEntity or any Benefit Plan with respect to which Parent or a Parent Entity is a party. When immediately preceded by “Arlo,” Benefit Plan means any BenefitPlan sponsored, maintained or contributed to by Arlo or any Arlo Entity or any Benefit Plan with respect to which Arlo or an Arlo Entity is a party.

1.22 “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Codeprovision also includes any proposed, temporary or final regulation in force under that provision.

1.23 “ Cutoff Date ” means August 3, 2018.

1.24 “ Distribution ” has the meaning given to that term in the Master Separation Agreement.

1.25 “ Distribution Date ” has the meaning given to that term in the Master Separation Agreement.

1.26 “ Distribution Effective Time ” means the effective time of the Distribution.

1.27 “ Distribution Ratio ” means the “distribution ratio” described in Section 4.4(b) of the Separation Agreement.

1.28 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includesany proposed, temporary or final regulation in force under that provision.

1.29 “ Equity Awards ” means Parent Options, Parent RSU Awards, Arlo Options and Arlo RSU Awards.

1.30 “ Former Arlo Employee ” means any individual who is an Arlo Employee as of the A/L Split Date or thereafter who ceases to be an employeeof the Arlo Group following the A/L Split Date.

1.31 “ Former Parent Employee ” means (a) any individual (other than an Arlo Employee) who, as of the A/L Split Date is a former employee of anyParent Entity, or (b) any individual who is a Parent Employee as of the A/L Split Date or thereafter who ceases to be an employee of any Parent Entityfollowing the A/L Split Date.

1.32 “ Health and Welfare Plans ” means any plan, fund or program which was established or is maintained for the purpose of providing for itsparticipants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription,vision, short-term disability, long-term disability, life and

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AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent careflexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death orunemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, includingany such plan, fund or program as defined in Section 3(1) of ERISA.

1.33 “ IPO ” has the meaning given to that term in the Master Separation Agreement.

1.34 “ IPO Effective Time ” means the time of the consummation of the IPO.

1.35 “ IPO Registration Statement ” has the meaning given to that term in the Master Separation Agreement.

1.36 “ Liabilities ” has the meaning given to that term in the Master Separation Agreement.

1.37 “ Master Separation Agreement ” has the meaning set forth in the recitals to this Agreement.

1.38 “ Medical Plan ” when immediately preceded by “Parent,” means the Benefit Plan under which medical benefits are provided to ParentEmployees established and maintained by Parent. When immediately preceded by “Arlo,” Medical Plan means the Benefit Plan under which medicalbenefits are provided to Arlo Employees to be established by Arlo pursuant to Article IV.

1.39 “ Non-parties ” has the meaning set forth in Section 5.5(b).

1.40 “ Option ” (a) when immediately preceded by “Parent” means an option (either nonqualified or incentive) to purchase shares of Parent CommonStock pursuant to the Parent Long-Term Incentive Plan and (b) when immediately preceded by “Arlo,” means an option (either nonqualified or incentive) topurchase shares of Arlo Common Stock pursuant to the Arlo Long-Term Incentive Plan.

1.41 “ Parent ” has the meaning set forth in the preamble to this Agreement.

1.42 “ Parent 401(k) Plan ” means the Netgear 401(k) Plan as in effect as of the time relevant to the applicable provision of this Agreement.

1.43 “ Parent Allocation Factor ” means the percentage, rounded down to the nearest whole number, determined by the following calculation: “N”divided by the sum of ((“A” multiplied by “D”) plus “N,”) where “A” equals the Arlo Value , “D” equals the Distribution Ratio, and “N” equals the ParentPost-Spin Value.

1.44 “ Parent Assets ” has the meaning given to that term in the Master Separation Agreement.

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1.45 “ Parent Common Stock ” means shares of common stock, $0.001 par value per share, of Parent.

1.46 “ Parent Employee ” means any individual, other than an Arlo Employee, who is either actively employed by, or then on Approved Leave ofAbsence from, a Parent Entity on or after the A/L Split Date.

1.47 “ Parent Entities ” means the members of the Parent Group (as defined in the Master Separation Agreement).

1.48 “ Parent Executive Benefit Plans ” means the executive benefit and nonqualified plans, programs, agreements, and arrangements established,sponsored, maintained, or agreed upon, by any Parent Entity for the benefit of employees and former employees of any Parent Entity.

1.49 “ Parent Flexible Benefit Plan ” has the meaning set forth in Section 3.3.

1.50 “ Parent Incentive Plans ” means any of the annual or short term incentive plans of Parent, all as in effect as of the time relevant to the applicableprovisions of this Agreement.

1.51 “ Parent Long-Term Incentive Plans ” means any of the Netgear, Inc. 2003 Stock Plan, the Amended and Restated Netgear, Inc. 2006 Long-Term Incentive Plan and the Netgear, Inc. 2016 Equity Incentive Plan, as amended, each as in effect as of the time relevant to the applicable provisions ofthis Agreement.

1.52 “ Parent Post-Spin Value ” means the closing per-share price of Parent Common Stock in the “ex-distribution market” on the Stock Exchange onthe last trading day preceding the Distribution Date as reported by Bloomberg L.P.

1.53 “ Parent Pre-Spin Value ” means the closing per-share price of Parent Common Stock trading “regular way with due bills” on the StockExchange on the last trading day preceding the Distribution Date, as reported by Bloomberg L.P.

1.54 “ Parent Ratio ” means the quotient obtained by dividing the Parent Pre-Spin Value by the Parent Post-Spin Value.

1.55 “ Participating Company ” means (a) Parent and (b) any other Person (other than an individual) that participates in a plan sponsored by anyParent Entity.

1.56 “ Parties ” has the meaning set forth in the preamble to this Agreement.

1.57 “ Person ” has the meaning given to that term in the Master Separation Agreement.

1.58 “ RSU Award ” (a) when immediately preceded by “Parent,” means an award of units issued under a Parent Benefit Plan representing a generalunsecured promise by Parent to pay the value of shares of Parent Common Stock in cash or shares of Parent Common Stock and, (b) when immediatelypreceded by “Arlo,” means an award of units issued under an Arlo Benefit Plan representing a general unsecured promise by Arlo to pay the value of sharesof Arlo Common Stock in cash or shares of Arlo Common Stock.

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1.59 “ Separation ” has the meaning given to that term in the Master Separation Agreement.

1.60 “ Stock Exchange ” means the New York Stock Exchange.

1.61 “ Subsidiary ” has the meaning given to that term in the Master Separation Agreement.

1.62 “ Tax Matters Agreement ” means the Tax Matters Agreement dated as of August 2, 2018 by and between Parent and Arlo.

1.63 “ U.S. ” means the 50 United States of America and the District of Columbia.

ARTICLEIIGENERALPRINCIPLES

2.1 Employment of Arlo Employees . All Arlo Employees who are employed by Arlo or another Arlo Entity as of the A/L Split Date shall continue tobe employees of Arlo or another Arlo Entity, as the case may be, immediately after the A/L Split Date. The Parties will cooperate to cause each of theindividuals set forth on Schedule A hereto to be employed by an Arlo Entity as soon as reasonably practicable following the A/L Split Date.

2.2 Assumption and Retention of Liabilities; Related Assets .

(a) As of the A/L Split Date, except as expressly provided in this Agreement, the Parent Entities shall assume or retain and Parent hereby agreesto pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit Plans with respect to all Parent Employees, FormerParent Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all ParentEmployees and Former Parent Employees, in each case to the extent arising in connection with or as a result of employment with or the performance ofservices to any Parent Entity, and (iii) any other Liabilities expressly assigned to Parent under this Agreement. All assets held in trust to fund the ParentBenefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets, except to the extent specifically provided otherwise in thisAgreement.

(b) From and after the A/L Split Date, except as expressly provided in this Agreement, Arlo and the Arlo Entities shall assume or retain, asapplicable, and Arlo hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Arlo Benefit Plans, (ii) allLiabilities with respect to the employment or termination of employment of all Arlo Employees and Former Arlo Employees, in each case to the extentarising in connection with or as a result of employment with or the performance of services to any Arlo Entity, and (iii) any other Liabilities expresslyassigned to Arlo or any Arlo Entity under this Agreement. All assets held in trust to fund the Arlo Benefit Plans and all insurance policies funding the ArloBenefit Plans shall be Arlo Assets, except to the extent specifically provided otherwise in this Agreement.

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2.3 Arlo Participation in Parent Benefit Plans . Except as expressly provided in this Agreement, effective as of the Distribution Effective Time, Arloand each other Arlo Entity shall cease to be a Participating Company in any Parent Benefit Plan, and Parent and Arlo shall take all necessary action toeffectuate such cessation as a Participating Company.

2.4 Commercially Reasonable Efforts . Parent and Arlo shall use commercially reasonable efforts to (a) enter into any necessary agreements toaccomplish the assumptions and transfers contemplated by this Agreement; and (b) provide for the maintenance of the necessary participant records, theappointment of the trustees and the engagement of record keepers, investment managers, providers, insurers, and other third parties reasonably necessary tomaintaining and administering the Parent Benefit Plans and the Arlo Benefit Plans.

2.5 Regulatory Compliance . Parent and Arlo shall, in connection with the actions taken pursuant to this Agreement, reasonably cooperate in makingany and all appropriate filings required under the Code, ERISA and any applicable securities laws, implementing all appropriate communications withparticipants, transferring appropriate records and taking all such other actions as the requesting party may reasonably determine to be necessary orappropriate to implement the provisions of this Agreement in a timely manner.

2.6 Approval by Parent as Sole Stockholder . Prior to the IPO Effective Time, Parent shall cause Arlo to adopt the Arlo Long-Term Incentive Planand Arlo ESPP.

ARTICLEIIIBENEFITPLANS

3.1 401(k) Plan Matters .

(a) From the A/L Split Date and continuing until such time as Parent ceases to own at least 80% of the combined voting power of theoutstanding Arlo Capital Stock (such date or such earlier date agreed to in writing by Arlo and Parent, the “ Plan Milestone Date ”), Arlo adopts, and shallparticipate in as an Adopting Employer (as defined in the Parent 401(k) Plan), the Parent 401(k) Plan for the benefit of Arlo Employees and Former ArloEmployees, and Parent consents to such adoption and maintenance, in accordance with the terms of the Parent 401(k) Plan.

(b) Effective as of the Plan Milestone Date, Arlo shall establish the Arlo 401(k) Plan and the Arlo 401(k) Plan Trust. As soon as practicablefollowing the establishment of the Arlo 401(k) Plan and the Arlo 401(k) Plan Trust, Parent shall cause the accounts of the Arlo Employees and Former ArloEmployees in the Parent 401(k) Plan to be transferred to the Arlo 401(k) Plan and the Arlo 401(k) Plan Trust in cash or such other assets as mutually agreedby Parent and Arlo, and Arlo shall cause the Arlo 401(k) Plan to assume and be solely responsible for all Liabilities under the Arlo 401(k) Plan to or relatingto Arlo Employees and Former Arlo Employees whose accounts are transferred from the Parent 401(k) Plan. Parent and Arlo agree to cooperate in makingall appropriate filings and taking all reasonable actions required to implement the provisions of this Section 3.1; provided that Arlo acknowledges that it willbe responsible for complying with any requirements and applying for any determination letters with respect to the Arlo 401(k) Plan.

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(c) Parent and Arlo shall assume sole responsibility for ensuring that their respective savings plans are maintained in compliance withapplicable laws with respect to holding shares of their respective common stock and common stock of the other entity.

3.2 Health and Welfare Plan Matters .

(a) Parent will cause the Parent Health and Welfare Plans in effect on the A/L Split Date to provide coverage to Arlo Employees and FormerArlo Employees (and, in each case, their beneficiaries and dependents) from and after the A/L Split Date until the Plan Milestone Date on the same basis asimmediately prior to the A/L Split Date and in accordance with the terms of Parent’s Health and Welfare Plans.

(b) Effective as of the Plan Milestone Date, Arlo shall adopt Health and Welfare Plans for the benefit of Arlo Employees and Former ArloEmployees, and Arlo shall be responsible for all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by oron behalf of Arlo Employees and Former Arlo Employees or their covered dependents under the Arlo Health and Welfare Plans on or after the PlanMilestone Date.

(c) Notwithstanding anything to the contrary in this Section 3.2, with respect to any Arlo Employee who becomes disabled under the terms ofthe Parent Health and Welfare Plans and becomes entitled to receive long-term or short-term disability benefits prior to the Plan Milestone Date, such ArloEmployee shall continue to receive long-term or short-term disability benefits under the Parent Health and Welfare Plans on and after the Plan MilestoneDate in accordance with the terms of the Parent Health and Welfare Plans.

(d) Following the A/L Split Date, Parent shall retain:

(i) sponsorship of all Parent Health and Welfare Plans and any trust or other funding arrangement established or maintained with respectto such plans, including any assets held as of the A/L Split Date with respect to such plans; and

(ii) all Liabilities under the Parent Health and Welfare Plans, subject to the obligations of Arlo described in Section 3.4.

Parent shall not assume any Liability under any Arlo Health and Welfare Plan, and all such claims shall be satisfied pursuant to Section 3.2(b).

3.3 Flexible Benefit Plans . Parent will continue to maintain on behalf of Arlo Employees the health care reimbursement program, the transit andparking reimbursement program and the dependent care reimbursement program and any similar reimbursement account program (all of such accounts, “Parent Flexible Benefit Plan ”) for claims incurred prior to the Plan Milestone Date on the same basis as immediately prior to the A/L Split Date and inaccordance with the terms of the Parent Flexible Benefit Plan. Effective as of the Plan Milestone Date, Arlo shall establish a health care reimbursementprogram, transit and parking reimbursement program and the dependent care reimbursement program and any similar reimbursement account program forArlo Employees.

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3.4 Benefit Plan Continuation Period . From and after the A/L Split Date and through the applicable Plan Milestone Date, the administrator and/orinsurer of the Parent 401(k) Plan, Parent Health and Welfare Plans, and Parent Flexible Benefit Plans will charge (a) Parent directly for any costs, premiumsand liabilities related to the participation of any Parent Employees and Former Parent Employees in such Parent Benefit Plans and (b) Arlo directly for anycosts, premiums and liabilities associated with the participation of any Arlo Employees or Former Arlo Employees in such Parent Benefit Plans. The partiesagree to promptly pay any such amounts to such Parent Benefit Plan administrators and insurers following the receipt of a written invoice of such costs.

3.5 Workers’ Compensation Liabilities . All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a ParentEmployee, Former Parent Employee, Arlo Employee or Former Arlo Employee that results from an accident occurring, or from an occupational diseasewhich becomes manifest, prior to the A/L Split Date shall be retained by Parent; provided , however , that Arlo promptly shall reimburse Parent for anysuch Liabilities relating to Arlo Employees or Former Arlo Employees borne by Parent on or after the A/L Split Date. All workers’ compensation Liabilitiesrelating to, arising out of, or resulting from any claim by a Parent Employee or Former Parent Employee that results from an accident occurring, or from anoccupational disease which becomes manifest, on or after the A/L Split Date shall be retained by Parent. All workers’ compensation Liabilities relating to,arising out of, or resulting from any claim by an Arlo Employee or Former Arlo Employee that results from an accident occurring, or from an occupationaldisease which becomes manifest, on or after the A/L Split Date shall be retained by Arlo. For purposes of this Agreement, a compensable injury shall bedeemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that an occupationaldisease becomes manifest, as the case may be. Parent, Arlo and the other Arlo Entities shall cooperate with respect to any notification to appropriategovernmental agencies and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

3.6 Employment Agreements . Any employment agreement between Parent, on the one hand, and an Arlo Employee or Former Arlo Employee, onthe other hand, shall as of A/L Split Date be assigned by Parent to Arlo and assumed by Arlo; provided , however , that with respect to any employee setforth on Schedule A, his or her employment agreement shall be assigned by Parent to Arlo and assumed by Arlo effective as of the date on which he or shebecomes employed by Arlo.

3.7 Severance . An Arlo Employee shall not be deemed to have terminated employment for purposes of determining eligibility for severance benefitsin connection with or in anticipation of the consummation of the transactions contemplated by the Master Separation Agreement. Arlo shall be solelyresponsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination or alleged termination of any ArloEmployee or Former Arlo Employee’s employment that occurs prior to, as a result of, in connection with or following the consummation of the transactionscontemplated by the Master Separation Agreement, including any amounts required to be paid (including any payroll or other taxes), and

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the costs of providing benefits, under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement,law or regulation (such benefits to include any medical or other welfare benefits, outplacement benefits, accrued vacation, and taxes).

3.8 Executive Benefit Plans . Except as provided in this Agreement, effective as of the A/L Split Date, Arlo shall assume and be solely responsible forall Liabilities to or relating to Arlo Employees and Former Arlo Employees under all Parent Executive Benefit Plans and Arlo Executive Benefit Plans.

ARTICLEIVINCENTIVECOMPENSATION

4.1 No Change in Control . The Parties hereto agree that none of the transactions contemplated by the Master Separation Agreement or any of theAncillary Agreements, including, without limitation, this Agreement, constitutes a “change in control,” “change of control” or similar term, as applicable,within the meaning of any Benefit Plan, the Parent Long-Term Incentive Plan or the Arlo Long-Term Incentive Plan.

4.2 Parent Incentive Plans .

(a) Arlo Bonus Awards . Arlo shall assume all Liabilities with respect to all bonus awards payable on or after the A/L Split Date to ArloEmployees.

(b) Parent Bonus Awards . Parent shall retain all Liabilities with respect to any bonus awards payable under the Parent Incentive Plans to ParentEmployees for the year in which the IPO Effective Time occurs and thereafter.

4.3 Parent Long-Term Incentive Plans . Parent and Arlo shall use commercially reasonable efforts to take all actions necessary or appropriate so thateach outstanding Option and RSU Award granted under any Parent Long-Term Incentive Plan held by any individual shall be adjusted as set forth in thisSection 4.3. The adjustments set forth below shall be the sole adjustments made with respect to Parent Options and Parent RSU Awards in connection withthe Distribution.

(a) Parent Options Other than Parent Options Held by Former Parent Employees and Other than Parent Options Granted on or following theCutoff Date . As determined by the Compensation Committee of the Parent Board of Directors (the “ Committee ”) pursuant to its authority under theapplicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time, other than a ParentOption held by a Former Parent Employee and other than a Parent Option granted on or following the Cutoff Date, shall, immediately prior to theDistribution Effective Time, be converted into both an Arlo Option and a Parent Option and shall otherwise be subject to the same terms and conditionsafter the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time;provided , however , that from and after the Distribution Effective Time:

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(i) the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equalto the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to theDistribution Effective Time by (B) the Parent Ratio by (C) the Parent Allocation Factor,

(ii) the number of shares of Arlo Common Stock subject to such Arlo Option, rounded down to the nearest whole share, shall be equal tothe product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent Option immediately prior to theDistribution Effective Time by (B) the Arlo Ratio by (C) the Arlo Allocation Factor,

(iii) the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained bydividing (A) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio, and

(iv) the per share exercise price of such Arlo Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained bydividing (A) the per share exercise price of the Parent Option immediately prior to the Distribution Effective Time by (B) the Arlo Ratio.

(b) Parent Options Held by Former Parent Employees and Parent Options Granted on or Following the Cutoff Date .

(i) As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Optionoutstanding as of immediately prior to the Distribution Effective Time (x) that is held by a Former Parent Employee or (y) that was granted on orfollowing the Cutoff Date shall be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditionsapplicable to such Parent Option immediately prior to the Distribution Effective Time; provided , however , that from and after the DistributionEffective Time:

A. the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall beequal to the product obtained by multiplying (I) the number of shares of Parent Common Stock subject to such Parent Option immediately priorto the Distribution Effective Time by (II) the Parent Ratio, and

B. the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtainedby dividing (I) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (II) the Parent Ratio.

(c) Parent RSU Awards Other than Parent RSU Awards Granted on or Following the Cutoff Date . As determined by the Committee pursuant toits authority under the applicable Parent Long-Term Incentive Plan, each Parent RSU Award outstanding as of

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immediately prior to the Distribution Effective Time, other than any Parent RSU Award granted on or following the Cutoff Date, shall, immediately prior tothe Distribution Effective Time, be converted into both an Arlo RSU Award and a Parent RSU Award and shall otherwise be subject to the same terms andconditions after the Distribution Effective Time as the terms and conditions applicable to such Parent RSU Award immediately prior to the DistributionEffective Time; provided , however , that from and after the Distribution Effective Time:

(i) the number of shares of Parent Common Stock subject to such Parent RSU Award shall be equal to the number of shares of ParentCommon Stock subject to such Parent RSU Award immediately prior to the Distribution Effective Time, and

(ii) the number of shares of Arlo Common Stock subject to such Arlo RSU Award, rounded to the nearest whole share, shall be equal tothe product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent RSU Award immediately prior to theDistribution Effective Time by (B) the Distribution Ratio.

(d) Parent RSU Awards Granted on or Following the Cutoff Date . As determined by the Committee pursuant to its authority under theapplicable Parent Long-Term Incentive Plan, each Parent RSU Award granted on or following the Cutoff Date that is outstanding as of immediately prior tothe Distribution Effective Time shall be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditionsapplicable to such Parent RSU Award immediately prior to the Distribution Effective Time; provided , however , that from and after the DistributionEffective Time, the number of shares of Parent Common Stock covered by such Parent RSU Award held by the participant, as applicable, rounded to thenearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock covered by such Parent RSUAward immediately prior to the Distribution Effective Time by (B) the Parent Ratio.

(e) Foreign Grants/Awards . Notwithstanding anything to the contrary herein, Parent may determine in its sole discretion to treat Parent Optionsor Parent RSU Awards that are outstanding as of the Distribution Effective Time and that are held by non-U.S. employees in a manner inconsistent with theadjustments set forth in Sections 4.3(a) through (d). For the avoidance of doubt, Parent may determine to provide for different adjustments with respect tosome or all Parent Options and Parent RSU Awards to the extent that Parent deems such adjustments necessary and appropriate. Any adjustments made byParent shall be deemed to have been incorporated by reference herein as if fully set forth above and shall be binding on the Parties and their respectiveSubsidiaries and Affiliates.

(f) Miscellaneous Award Terms .

(i) After the Distribution Effective Time, Parent Options and Parent RSU Awards adjusted pursuant to this Section 4.3, regardless of bywhom held, shall be settled by Parent pursuant to the terms of the applicable Parent Long-Term Incentive Plan, and Arlo Options and Arlo RSUAwards, regardless of by whom held, shall be settled by Arlo pursuant to the terms of the Arlo Long-Term Incentive Plan.

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Accordingly, it is intended that, to the extent of the issuance of such Arlo Options and Arlo RSU Awards in connection with the adjustmentprovisions of this Section 4.3, the Arlo Long-Term Incentive Plan shall be considered a successor to each of the Parent Long-Term Incentive Plansand to have assumed the obligations of the applicable Parent Long-Term Incentive Plan to make the adjustment of the Parent Options and Parent RSUAwards as set forth in this Section 4.3. For the avoidance of doubt, solely for purposes of the Parent Long-Term Incentive Plans, Arlo shall beconsidered a successor to Parent.

(ii) Neither the A/L Split Date nor the IPO Effective Time nor the Distribution Effective Time shall constitute a termination ofemployment for any Arlo Employees for purposes of any Parent Option or Parent RSU Award and, except as otherwise provided in this Agreement,with respect to grants adjusted pursuant to this Section 4.3, employment with Arlo shall be treated as employment with Parent with respect to ParentOptions and Parent RSU Awards held by Arlo Employees and employment with Parent shall be treated as employment with Arlo with respect to ArloOptions and Arlo RSU Awards held by Parent Employees.

(iii) On and following the Distribution Effective Time, with respect to any Arlo Options and Arlo RSU Awards adjusted pursuant to thisSection 4.3 that are held by Parent Employees, any vesting terms relating to a “change in control”, “change of control” or similar definition in anagreement or plan applicable to any Parent Option or Parent RSU Award adjusted pursuant to this Section 4.3 shall be deemed to apply to thecorresponding Arlo Options and Arlo RSU Awards held by such individual. On and following the Distribution Effective Time, with respect to anyParent Options and Parent RSU Awards adjusted pursuant to this Section 4.3 that are held by Arlo Employees, any vesting terms relating to a “changein control”, “change of control” or similar definition in an agreement or plan applicable to the Arlo Options or Arlo RSU Awards shall be deemed toapply to any Parent Options and Parent RSU Awards held by such individual.

(g) Waiting Period for Exercisability of Options and Settlement of Options and RSU Awards . The Parent Options and Arlo Options shall notbe exercisable during a period beginning on a date prior to the Distribution Effective Time determined by Parent in its sole discretion, and continuing untilthe Parent Post-Spin Value and the Arlo Value are determined after the Distribution Effective Time, or such longer period as Parent, with respect to ParentOptions, and Arlo, with respect to Arlo Options, determines necessary to implement the provisions of this Section 4.3. The Parent RSU Awards and ArloRSU Awards shall not be settled during a period beginning on a date prior to the Distribution Effective Time determined by Parent in its sole discretion, andcontinuing until the Parent Post-Spin Value and the Arlo Value are determined immediately after the Distribution Effective Time, or such longer period asParent, with respect to Parent RSU Awards, and Arlo, with respect to Arlo RSU Awards, determines necessary to implement the provisions of thisSection 4.3.

(h) Registration and Other Requirements . As soon as possible following the time as of which the IPO Registration Statement is declaredeffective by the Securities and Exchange Commission but in any case before the Distribution Effective Time and before the date of issuance or grant of anyArlo Option or Arlo RSU Award and/or shares of Arlo Common Stock pursuant to this Article IV, Arlo agrees that it shall file a Form S-8 RegistrationStatement

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with respect to and cause to be registered pursuant to the Securities Act of 1933, as amended, the shares of Arlo Common Stock authorized for issuanceunder the Arlo Long-Term Incentive Plan as required pursuant to such Act and any applicable rules or regulations thereunder, with such registration to beeffective prior to the Distribution Effective Time. Parent agrees that, following the Distribution Effective Time, it shall use reasonable efforts to continue tomaintain a Form S-8 Registration Statement with respect to and cause to be registered pursuant to the Securities Act of 1933, as amended, the shares ofParent Common Stock authorized for issuance under the Parent Long-Term Incentive Plans as required pursuant to such Act and any applicable rules orregulations thereunder. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this4.3(h), including compliance with securities laws and other legal requirements associated with equity compensation awards in affected non-U.S.jurisdictions.

(i) Deductions; Withholding and Reporting . The allocation of tax deductions in respect of, and withholding and reporting obligations relatingto, the Equity Awards shall be governed by Section 6.02 of the Tax Matters Agreement.

ARTICLEVGENERALANDADMINISTRATIVE

5.1 Payroll Taxes and Reporting of Compensation . Parent and Arlo shall, and shall cause the other Parent Entities and the other Arlo Entities to,respectively, take such action as may be reasonably necessary or appropriate in order to minimize Liabilities related to payroll taxes after the A/L SplitDate. Parent and Arlo shall, and shall cause the other Parent Entities and the other Arlo Entities to, respectively, each bear its responsibility for payroll taxobligations and for the proper reporting to the appropriate governmental authorities of compensation earned by their respective employees after the A/LSplit Date, including compensation related to the exercise, vesting, settlement or disposition of, or other taxable event relating to, Equity Awards.

5.2 Sharing of Participant Information . Parent and Arlo shall share, and Parent shall cause each other Parent Entity to share, and Arlo shall cause eachother Arlo Entity to share with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for theefficient and accurate administration of each of the Arlo Benefit Plans and the Parent Benefit Plans. Parent and Arlo and their respective authorized agentsshall, subject to applicable laws, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of thisAgreement in the custody of the other Party, to the extent necessary for such administration. Until the IPO Effective Time, all participant information shallbe provided in the manner and medium applicable to Participating Companies in Parent Benefit Plans generally, and thereafter through the Plan MilestoneDate, all participant information shall be provided in a manner and medium as may be mutually agreed to by Parent and Arlo.

5.3 Reasonable Efforts/Cooperation . Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, allactions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactionscontemplated by this Agreement. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreementfor

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which the other Party seeks a determination letter or private letter ruling from the Internal Revenue Service, an advisory opinion from the Department ofLabor or any other filing (including, but not limited to, securities filings (remedial or otherwise)), consent or approval with respect to or by a governmentalagency or authority in any jurisdiction in the U.S. or abroad.

5.4 No Third-Party Beneficiaries . This Agreement is solely for the benefit of the Parties and is not intended to confer upon any other Persons anyrights or remedies hereunder. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Parent or any other Parent Entity, atany time after the IPO Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect anyParent Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any Parent Benefit Plan. Except asexpressly provided in this Agreement, nothing in this Agreement shall preclude Arlo or any other Arlo Entity, at any time after the IPO Effective Time,from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Arlo Benefit Plan, any benefit under anyBenefit Plan or any trust, insurance policy or funding vehicle related to any Arlo Benefit Plan.

5.5 Audit Rights With Respect to Information Provided .

(a) Each of Parent and Arlo, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to allinformation required to be provided to it by the other Party under this Agreement. The Party conducting the audit (the “ Auditing Party ”) may adoptreasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 5.5. The Auditing Party shall havethe right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forthin the Master Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representativeswith reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to itsrepresentatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on thosefindings in writing within thirty business days after receiving such draft.

(b) The Auditing Party’s audit rights under this Section 5.5 shall include the right to audit, or participate in an audit facilitated by the Partybeing audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Party to request any benefit providers and third partieswith whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by oraddressed in this Agreement (collectively, the “ Non-parties ”). The Party being audited shall, upon written request from the Auditing Party, provide anindividual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the AuditingParty’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall belimited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

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5.6 Fiduciary Matters . It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standardsof conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisionshereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking suchactions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party forany Liabilities caused by the failure to satisfy any such responsibility.

5.7 Consent of Third Parties . If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent iswithheld, the Parties hereto shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the full extentpracticable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate ingood faith to implement the provision in a mutually satisfactory manner. The phrase “commercially reasonable efforts” as used herein shall not be construedto require any Party to incur any non-routine or unreasonable expense or Liability or to waive any right.

ARTICLEVIMISCELLANEOUS

6.1 Effect If Effective Time Does Not Occur . If the Master Separation Agreement is terminated prior to the IPO Effective Time or DistributionEffective Time, then this Agreement shall terminate and all actions and events that are, under this Agreement, to be taken or occur effective immediatelyprior to or as of the IPO Effective Time or Distribution Effective Time, as applicable, or otherwise in connection with the Separation, shall not be taken oroccur except to the extent specifically agreed by Parent and Arlo.

6.2 Relationship of Parties . Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship ofprincipal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of theParties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

6.3 Affiliates . Each of Parent and Arlo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements andobligations set forth in this Agreement to be performed by another Parent Entity or an Arlo Entity, respectively.

6.4 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given to a Partywhen (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile withconfirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, ineach case to the following addresses and facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such otheraddress, facsimile number or person as a Party may designate by notice to the other Parties):

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(a) if to Parent:

NETGEAR, Inc.350 East Plumeria DriveSan Jose, California 95134Attention: General CounselE-mail: [email protected]

with a copy to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, NY 10019Attention: David C. Karp, Esq.

Ronald C. Chen, Esq.Fax: 212-403-2000

(b) if to Arlo:

Arlo Technologies, Inc.2200 Faraday Ave., Suite 150Carlsbad, CA 92008Attention: General CounselE-mail: [email protected]

with a copy (prior to the Distribution Effective Time) to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, NY 10019Attention: David C. Karp

Ronald C. Chen, Esq.Fax: 212-403-2000

6.5 Incorporation of Master Separation Agreement Provisions . The following provisions of the Master Separation Agreement are hereby incorporatedherein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein mutatis mutandis (references inthis Section 6.5 to an “Article” or “Section” shall mean Articles or Sections of the Master Separation Agreement, and references in the material incorporatedherein by reference shall be references to the Master Separation Agreement): Article V (relating to Mutual Releases; Indemnification); Article VII (relatingto Exchange of Information; Confidentiality); Article VIII (relating to Dispute Resolution); Section 9.1 (relating to Further Assurances); Article X(Termination); and Article XI (relating to Miscellaneous).

[REMAINDEROFPAGEINTENTIONALLYLEFTBLANK]

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.

NETGEAR,INC.

By: /s/ Patrick C.S. Lo Name: Patrick C.S. Lo Title: Chairman and Chief Executive Officer

ARLOTECHNOLOGIES,INC.

By: /s/ Brian Busse Name: Brian Busse Title: General Counsel

[ Signature Page to Employee Matters Agreement ]

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Exhibit10.5

EXECUTIONVERSION

INTELLECTUALPROPERTYRIGHTS

CROSS-LICENSEAGREEMENT

BY AND BETWEEN

NETGEAR, INC.

AND

ARLO TECHNOLOGIES, INC.

Dated as of August 2, 2018

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TABLEOFCONTENTS Page

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1 Certain Definitions 1

ARTICLE II LICENSES

Section 2.1 License of NETGEAR Patents 4 Section 2.2 License of Arlo Patents 4 Section 2.3 Further Assurances 5 Section 2.4 License of NETGEAR Other IP 5 Section 2.5 License of Arlo Other IP 5 Section 2.6 License of NETGEAR Core Software 5 Section 2.7 License of Arlo Core Software 5 Section 2.8 Shared Software 6 Section 2.9 Rights of Subsidiaries 6 Section 2.10 Sublicensing 6 Section 2.11 No Other Rights; Retained Ownership 7 Section 2.12 Open Source 7 Section 2.13 New IPR 7

ARTICLE III ADDITIONAL TERMS

Section 3.1 Bankruptcy Rights 8 Section 3.2 Confidentiality 8

ARTICLE IV NO REPRESENTATIONS OR WARRANTIES

Section 4.1 NO OTHER REPRESENTATIONS OR WARRANTIES 8 Section 4.2 General Disclaimer 8 Section 4.3 Limitation of Liability 9

ARTICLE V TERM

Section 5.1 Term and Termination 9

ARTICLE VI GENERAL PROVISIONS

Section 6.1 No Obligation 10

-i-

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Section 6.2 Indemnification 10 Section 6.3 Entire Agreement 10 Section 6.4 Assignment 10 Section 6.5 Limitations on Change of Control 11 Section 6.6 Third-Party Beneficiaries 11 Section 6.7 Severability 11 Section 6.8 Other Remedies 11 Section 6.9 Amendment and Waivers 12 Section 6.10 Notices 12 Section 6.11 Miscellaneous 13 Section 6.12 Governing Law 13 Section 6.13 Relationship of the Parties 13 SCHEDULES

Schedule A-1 Arlo Listed PatentsSchedule A-2 Arlo Core SoftwareSchedule A-3 NETGEAR Core SoftwareSchedule A-4 NETGEAR Listed Patents

-ii-

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INTELLECTUALPROPERTYRIGHTSCROSS-LICENSEAGREEMENT

This INTELLECTUAL PROPERTY RIGHTS CROSS-LICENSE AGREEMENT (this “ Agreement ”), dated as of August 2, 2018, is by andbetween NETGEAR, Inc., a Delaware corporation, and Arlo Technologies, Inc., a Delaware corporation.

R E C I T A L S

WHEREAS, the board of directors of NETGEAR, Inc. has determined that it is in the best interests of NETGEAR, Inc. and its stockholders to create anew publicly traded company which shall operate the Arlo Business;

WHEREAS, pursuant to the Master Separation Agreement, dated as of the date hereof, by and between NETGEAR, Inc. and Arlo Technologies, Inc.(as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”), NETGEAR shall transfer the ArloAssets to Arlo, and Arlo shall assume the Arlo Liabilities, in each case, as more fully described in the Separation Agreement and the Ancillary Agreements(the “ Separation ”);

WHEREAS, the Arlo Assets include certain Intellectual Property Rights and Technology; and

WHEREAS, in connection with the Separation, NETGEAR wishes to grant to Arlo licenses to certain NETGEAR Intellectual Property Rights notincluded in the Arlo Assets and NETGEAR wishes to retain, and Arlo wishes to grant to NETGEAR licenses to certain Intellectual Property Rights includedin the Arlo Assets, in each case as and to the extent set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLEIDEFINITIONSANDINTERPRETATION

Section 1.1 Certain Definitions . As used herein, the following terms have the meanings set forth below. Capitalized terms that are not definedin this Agreement shall have the meanings set forth in the Separation Agreement.

(a) “ Acquired Party ” shall have the meaning set forth in Section 6.4 .

(b) “ Acquiring Party ” shall have the meaning set forth in Section 6.4 .

(c) “ Arlo ” shall mean Arlo Technologies, Inc. and, unless the context requires otherwise, any entity that is a Subsidiary of Arlo Technologies,Inc.

-1-

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(d) “ Arlo Core Software ” shall mean the Software described on Schedule A-2 , which Software belongs to one or more of the followingcategories: Software used in or constituting (i) firmware, (ii) cloud Software, or (iii) mobile application Software, in each case of clauses (i)–(iii) that is, oris part of, an Arlo Product.

(e) “ Arlo Licensed Field ” shall mean, except as may be limited pursuant to Section 6.5 , the field of the conduct of the Arlo Business asconducted as of the Separation Time and Natural Extensions thereof.

(f) “ Arlo Licensed Patents ” shall mean (i) the Patents (including Patent Applications) set forth in Schedule A-1 attached hereto (“ Arlo ListedPatents ”) and any Patent constituting New IPR that is determined to be licensed to NETGEAR in accordance with Section 6.6 of the Separation Agreement,together with (ii) any Patent that claims priority to, or issues from, any of the Patents set forth in clause (i) and (iii) any foreign counterpart of any of theforegoing Patents, which Patents will be licensed to NETGEAR pursuant to the terms of this Agreement.

(g) “ Arlo Marks ” shall have the meaning set forth in the Separation Agreement, but shall include for the purposes of this Agreement anyadditional Trademark or brands adopted by Arlo following the Separation Time.

(h) “ Arlo Other IP ” shall mean Other IP included in or constituting the Arlo Assets and any Other IP constituting New IPR that is determinedto be licensed to NETGEAR in accordance with Section 6.6 of the Separation Agreement.

(i) “ Arlo Products ” shall have the meaning set forth in the Separation Agreement.

(j) “ Change of Control ” shall mean, with respect to a Party, (a) a transaction whereby any Person or group (within the meaning ofSection 13(d)(3) of the Securities and Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more thanfifty percent (50%) of the total voting power of such Party; (b) a merger, consolidation, recapitalization or reorganization of such Party, unless securitiesrepresenting more than fifty percent (50%) of the total voting power of the legal successor to such Party as a result of such merger, consolidation,recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned such Party’soutstanding voting securities immediately prior to such transaction; or (c) the sale of all or substantially all of the consolidated assets of such Party’s Group.For the avoidance of doubt, no transaction contemplated by the Separation Agreement shall be considered a Change of Control.

(k) “ Commercial Components ” shall mean commercially available components and software sourced from NETGEAR or a Third Party,incorporated in, or necessary for the manufacture or support of, Arlo Products, regardless of whether such components or software are being supplied orprovided by NETGEAR prior to the Separation Time, or will continue to be supplied or provided by NETGEAR following the Separation Time.

-2-

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(l) “ Exploit ” shall mean, as the context requires, to use, make, have made, sell, offer for sale, import, copy, distribute, create derivative worksof, develop or otherwise commercialize any Technology or product.

(m) “ Intellectual Property Rights ” shall have the meaning set forth in the Separation Agreement.

(n) “ Licensee ” shall mean a Party in its capacity as the licensee of the rights or licenses granted to it by the other Party pursuant to Article II .

(o) “ Licensor ” shall mean a Party in its capacity as the licensor or grantor of any rights or licenses granted by it to the other Party pursuant toArticle II .

(p) “ Licensor Indemnitees ” shall have the meaning set forth in Section 6.2(a) .

(q) “ Natural Extensions ” shall mean, with respect to a given business, product or service, all updates, upgrades, successors, improvements orenhancements to, or follow-ons, derivatives or future generations, as the case may be, of such business, product or service of the same general type andclass.

(r) “ NETGEAR ” shall mean NETGEAR, Inc. and, unless the context requires otherwise, any entity that is a Subsidiary of NETGEAR, Inc.,excluding Arlo.

(s) “ NETGEAR Core Software ” shall mean the Software described on Schedule A-3 .

(t) “ NETGEAR Licensed Field ” shall mean, except as may be limited pursuant to Section 6.5 , the field of the conduct of the Parent Business(as such term is defined in the Separation Agreement) as conducted as of the Separation Time and Natural Extensions thereof.

(u) “ NETGEAR Licensed Patents ” shall mean (i) the Patents (including any patent applications) that are set forth on Schedule A-4 , as suchschedule may be amended in accordance with Section 2.3 (the “ NETGEAR Listed Patents ”), and any Patent constituting New IPR that is determined to belicensed to Arlo in accordance with Section 6.6 of the Separation Agreement, together with (ii) any Patents that claim priority to, or issue from, any of thePatents set forth in clause (i), and (iii) any foreign counterpart of any of the foregoing, which Patents will be licensed to Arlo pursuant to the terms of thisAgreement.

(v) “ NETGEAR Other IP ” shall mean all items of Other IP owned by NETGEAR as of immediately after the Separation Time (i) that areembodied by or in the Arlo Assets or (ii) that are items of information constituting Trade Secrets related to the Arlo Licensed Field and retained in theunaided minds of Arlo employees or otherwise known to them in connection with their participation in the Arlo Business, and any Other IP constitutingNew IPR that is determined to be licensed to Arlo in accordance with Section 6.6 of the Separation Agreement.

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(w) “ NETGEAR Products ” shall have the same meaning as the term “Parent Products” (as such term is defined in the Separation Agreement).

(x) “ New IPR ” shall have the meaning set forth in the Separation Agreement.

(y) “ Non-Acquired Party ” shall have the meaning set forth in Section 6.4 .

(z) “ Open Source Software ” shall mean Software which is subject to any license meeting the definition of “Open Source” promulgated by theOpen Source Initiative, available online at http://www.opensource.org/osd.html (including any GNU General Public License, Library General PublicLicense, Lesser General Public License, Mozilla Public License, Berkeley Software Distribution license, MIT and the Apache License).

(aa) “ Other IP ” shall mean Intellectual Property Rights other than Patents, Domain Names and Trademarks.

(bb) “ Parties ” shall mean the parties to this Agreement.

(cc) “ Shared Software ” shall have the meaning set forth in Section 2.8 .

(dd) “ Spin-Out ” shall have the meaning set forth in Section 2.9(b) .

(ee) “ Technology ” shall have the meaning set forth in the Separation Agreement.

ARTICLEIILICENSES

Section 2.1 License of NETGEAR Patents . Subject to the terms and conditions of this Agreement, NETGEAR agrees to grant, and herebygrants, to Arlo a non-exclusive, non-transferable (except as set forth in Section 6.4 ), non-sublicensable (except as provided in Section 2.10 ), worldwide,fully paid, royalty-free, irrevocable license under the NETGEAR Licensed Patents to (i) use, make, have made, sell, offer for sale, import and otherwiseExploit Arlo Products, in each case, solely in the Arlo Licensed Field, and (ii) to practice any method, process or procedure claimed in any of theNETGEAR Licensed Patents in connection with the Exploitation of Arlo Products or the operation of the Arlo Business, in each case, solely in the ArloLicensed Field. For the avoidance of doubt, (x) no rights are granted to Arlo under the NETGEAR Licensed Patents outside the Arlo Licensed Field, and(y) no rights are granted to make or have made any Commercial Components.

Section 2.2 License of Arlo Patents . Subject to the terms and conditions of this Agreement, NETGEAR hereby retains, and Arlo agrees togrant, and hereby grants, to NETGEAR, a non-exclusive, non-transferable (except as set forth in Section 6.4 ), non-sublicensable (except as provided inSection 2.10 ), worldwide, fully paid, royalty-free, irrevocable license under the Arlo Licensed Patents to (i) use, make, have made, sell, offer for sale,import and otherwise Exploit any NETGEAR Products, in each case, solely in the NETGEAR Licensed Field and (ii) to practice any method, process orprocedure claimed in any of the Arlo Licensed Patents in connection with the Exploitation of any products and services of NETGEAR, in each case, solelyin the NETGEAR Licensed Field.

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Section 2.3 Further Assurances . If, prior to the first anniversary of the Separation Time, the Parties determine that as of the Separation Time,NETGEAR owned a Patent (including a patent application) that, absent a license of the scope set forth in Section 2.1 , would be infringed (absent a licenseof the scope set forth in Section 2.1 ) or practiced by the operation of the Arlo Business as of the Separation Time, and such Patent is not listed as aNETGEAR Listed Patent on Schedule A-4 , then such omitted Patent shall be added to the list in Schedule A-4 and thereafter be deemed a NETGEARListed Patent as of the Separation Time for purposes of this Agreement.

Section 2.4 License of NETGEAR Other IP . Subject to the terms and conditions of this Agreement, NETGEAR agrees to grant, and herebygrants, to Arlo a non-exclusive, non-transferable (except as set forth in Section 6.4 ), sublicensable (in accordance with Section 2.10 ), perpetual,irrevocable, worldwide, fully paid, royalty-free license under the NETGEAR Other IP to Exploit the Arlo Assets and to operate the Arlo Business, includingto make, have made, use, import, sell and distribute any Arlo Products, without restriction and in any field; provided , that the foregoing license does notextend to the NETGEAR Core Software or any Other IP embodied therein.

Section 2.5 License of Arlo Other IP . Subject to the terms and conditions of this Agreement, NETGEAR hereby retains, and Arlo agrees togrant, and hereby grants, to NETGEAR, a non-exclusive, non-transferable (except as set forth in Section 6.4 ), sublicensable (in accordance with Section 2.10 ), perpetual, irrevocable, worldwide, fully paid, royalty-free license under the Arlo Other IP to use and Exploit any of NETGEAR’s Technology and tooperate the current or future business of NETGEAR, including to make, have made, use, import, sell and distribute any NETGEAR Products, withoutrestriction and in any field; provided , that the foregoing license does not extend to the Arlo Core Software (other than Shared Software) or any Other IPembodied therein.

Section 2.6 License of NETGEAR Core Software . Subject to the terms and conditions of this Agreement, NETGEAR agrees to grant, andhereby grants, to Arlo a non-exclusive, non-transferable (except as set forth in Section 6.4 ), perpetual, irrevocable, worldwide, fully paid, royalty-freelicense under the NETGEAR Other IP embodied in the NETGEAR Core Software to internally use, copy and create derivative works of such NETGEARCore Software in source and object code form, and to copy and distribute (including by means of a sublicense on the same terms as Arlo licenses its ownlike Software) the NETGEAR Core Software and derivatives thereof, in object code form only and only to the extent incorporated in Arlo Products and asmay be further limited in accordance with Section 6.5 .

Section 2.7 License of Arlo Core Software . Subject to the terms and conditions of this Agreement and except as set forth in Section 2.8 withrespect to the Shared Software, NETGEAR hereby retains, and Arlo agrees to grant, and hereby grants, to NETGEAR a non-exclusive, non-transferable(except as set forth in Section 6.4 ), perpetual, irrevocable, worldwide, fully paid, royalty-free license under the Arlo Other IP embodied in the Arlo Core

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Software to internally use, copy and create derivative works of such Arlo Core Software in source and object code form, and to copy and distribute(including by means of a sublicense on the same terms as NETGEAR licenses its own like Software) the Arlo Core Software and derivatives thereof, inobject code form only and only to the extent incorporated in NETGEAR Products and as may be further limited in accordance with Section 6.5 .

Section 2.8 Shared Software . The Parties acknowledge and agree that (i) each of the three categories of Arlo Core Software set forth in thedefinition of such term may include discrete Software code ( e.g. , routines, drivers and linked libraries) that originated from, or were adapted from Softwarecreated by NETGEAR prior to the Separation Time, and (ii) such discrete items of Arlo Core Software, derivatives of such Arlo Core Software, andSoftware from which such Arlo Core Software was derived, are being used or are held for use by NETGEAR in its products other than the Arlo Products(such Software as described in clauses (i) and (ii), the “ Shared Software ”). Accordingly, the Parties agree that the Other IP embodied in or by such SharedSoftware shall be considered “Arlo Other IP” for purposes of this Agreement and licensed to NETGEAR pursuant to Section 2.5 of this Agreement.

Section 2.9 Rights of Subsidiaries .

(a) All Patent rights and licenses granted in Section 2.1 , Section 2.2 , Section 2.6 , Section 2.7 and Section 2.8 by NETGEAR and Arlo,respectively, are granted to the other Party as Licensee and to any entity that is a Subsidiary of such Licensee, but only for so long as such entity is aSubsidiary of the Licensee, and will terminate with respect to such entity when it ceases to be a Subsidiary of the Licensee, except in the case of a Spin-Outof such entity as provided in Section 2.9(b) .

(b) In the event of a transaction or series of related transactions whereby an entity that is a Subsidiary of a Party actively engaged in a line ofbusiness ceases to be a Subsidiary of such Party (such transaction, a “ Spin-Out ”), such entity may retain, by way of a sublicense, any licenses granted orsublicensed to it hereunder, but only with respect to the line of business that it is engaged in at the effective time of such Spin-Out; provided , that suchentity or its successor provides the Licensor hereunder with written notice of the Spin-Out and agrees in writing to be bound by the terms of this Agreement,including any license limitations. In the event that such entity resulting from, or in connection with, the Spin-Out is acquired by a third party, suchsublicense will not extend to any products, business or operations of such third party.

Section 2.10 Sublicensing .

(a) Each Party (but not its respective Subsidiaries), as a Licensee, may sublicense the license and rights granted to such Licensee with respect toOther IP in Section 2.4 , Section 2.5 and Section 2.8 , respectively, freely to a third party in connection with the operation of such Licensee’s business inthe ordinary course, including in connection with the Exploitation or licensing of its respective products and services; provided , that each Party shall treatany material Trade Secrets or confidential information that embodies, or is, Other IP licensed to it hereunder in the same manner, and with the same degreeof care, that it treats its own like confidential information and Trade Secrets, but in no event with less than reasonable care, and neither Party shall disclosesuch Trade Secrets or confidential information to a Third Party except in connection with the disclosure of such Party’s own confidential information orTrade Secrets of at least comparable importance and value.

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(b) Except as provided in Section 2.9(b) , NETGEAR may not sublicense or disclose the source code for the Arlo Core Software to any ThirdParty, and Arlo may not disclose or sublicense the source code for the NETGEAR Core Software to any Third Party.

(c) Except as provided in Section 2.9(b) , a Party may not sublicense any Patent licensed to it in Section 2.1 and Section 2.2 hereunder, exceptwith the express written permission of the Party owning such Patent. Neither Party may exercise its make or have made rights in a manner that would havethe effect of granting a sublicense to any Third Party.

Section 2.11 No Other Rights; Retained Ownership .

(a) Each Party acknowledges and agrees that (i) its rights and licenses to the other Party’s Intellectual Property Rights are solely as set forth in,and as may be limited by, this Agreement, and (ii) neither Party has, nor will it claim to have, any rights or licenses to the other Party’s Intellectual PropertyRights as a result of its status as an Affiliate of such other Party or otherwise. Each Party shall retain all rights, including all Intellectual Property Rights, inand to any improvement to, or derivative works of, any Technology or Software licensed to it hereunder, and shall have no obligation to provide or disclosesuch improvements or derivative works to the other Party.

(b) Notwithstanding anything to the contrary set forth in this Agreement, this Agreement grants to NETGEAR no right or license to anyIntellectual Property Rights that Arlo may own now or in the future, except as expressly set in Section 2.2 , Section 2.5 , Section 2.7 or Section 2.8 ,whether by implication, estoppel or otherwise. For avoidance of doubt, under this Agreement, Arlo retains sole ownership of the Arlo Intellectual Propertytransferred or assigned from NETGEAR in accordance with the terms of the Separation Agreement.

(c) Notwithstanding anything to the contrary set forth in this Agreement, this Agreement grants to Arlo no right or license to any IntellectualProperty Rights that NETGEAR may own now or in the future, except as expressly set in Section 2.1 , Section 2.4 and Section 2.6 , whether byimplication, estoppel or otherwise. For avoidance of doubt, under this Agreement, NETGEAR retains sole ownership of the Parent Intellectual Property (assuch term is defined in the Separation Agreement).

Section 2.12 Open Source . The Parties acknowledge that certain Software provided under the Separation Agreement or licensed hereunder mayinclude Open Source Software, and that any use or distribution of such Software shall be subject to the terms and requirements of the license applicable tosuch Open Source Software.

Section 2.13 New IPR . Any New IPR licensed by one Party to the other Party hereunder in accordance with Section 6.6 of the SeparationAgreement, shall be deemed to have been licensed hereunder to a Party upon the creation of such New IPR by the other Party.

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ARTICLEIIIADDITIONALTERMS

Section 3.1 Bankruptcy Rights . All rights and licenses granted to a Party as licensee hereunder, are, for purposes of Section 365(n) of theUnited States Bankruptcy Code (the “ Bankruptcy Code ”), licenses of Intellectual Property Rights within the scope of Section 101 of the Bankruptcy Code.The Licensor acknowledges that the Licensee, as a licensee of such rights and licenses hereunder, will retain and may fully exercise all of its rights andelections under the Bankruptcy Code. Each Party irrevocably waives all arguments and defenses arising under 11 U.S.C. § 365(c)(1) or successor provisionsto the effect that applicable Law excuses such Party from accepting performance from or rendering performance to an entity other than the debtor ordebtor-in-possession as a basis for opposing assumption of this Agreement in a case under Chapter 11 of the Bankruptcy Code to the extent that suchconsent is required under 11 U.S.C. § 365(c)(1) or any successor statute.

Section 3.2 Confidentiality . Notwithstanding the transfer or disclosure of any Technology or grant or retention of any license to a Trade Secretor other proprietary right in confidential information to or by a Party hereunder, each Party agrees on behalf of itself and its Subsidiaries that (i) it (and eachof its Subsidiaries) shall treat the Trade Secrets and confidential information of the other Party with at least the same degree of care as they treat their ownsimilar Trade Secrets and confidential information, but in no event with less than reasonable care, and (ii) neither Party (nor any of its Subsidiaries) may useor disclose the Trade Secrets or confidential information, as applicable, licensed or disclosed to it by the other Party under this Agreement, except inaccordance with its respective license to Other IP granted in Article II . Nothing herein will limit either Party’s ability to enforce its rights against any thirdparty that misappropriates or attempts to misappropriate any Trade Secrets or confidential information from it, regardless of whether it is an owner orlicensee of such Trade Secrets or confidential information.

ARTICLEIVNOREPRESENTATIONSORWARRANTIES

Section 4.1 NO OTHER REPRESENTATIONS OR WARRANTIES . ALL LICENSES AND RIGHTS GRANTED HEREUNDER AREGRANTED ON AN AS-IS BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NO REPRESENTATIONS OR WARRANTIESWHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, NON-INFRINGEMENT, NON-VIOLATION ORNON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY, ARE MADE OR GIVEN BY OR ON BEHALF OF A PARTY. ALLSUCH REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBYEXPRESSLY EXCLUDED.

Section 4.2 General Disclaimer . Nothing contained in this Agreement shall be construed as:

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(a) a warranty or representation by either Party as to the validity, enforceability or scope of any Intellectual Property Rights;

(b) an agreement by either Party to maintain any Patents or other Intellectual Property Rights in force;

(c) an agreement by either Party to bring or prosecute actions or suits against any third party for infringement of Intellectual Property Rights orany other right, or conferring upon either Party any right to bring or prosecute actions or suits against any third party for infringement of IntellectualProperty Rights or any other right;

(d) conferring upon either Party any right to use in advertising, publicity or otherwise any trademark, trade name or names, or any contraction,abbreviation or simulations thereof, of the other Party;

(e) conferring upon either Party by implication, estoppel or otherwise, any license or other right, except the licenses and rights expresslygranted hereunder; or

(f) an obligation to provide any technical information, know-how, consultation, technical services or other assistance or deliverables to theother Party.

Section 4.3 Limitation of Liability . NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT.

ARTICLEVTERM

Section 5.1 Term and Termination . The term of this Agreement shall commence on the Separation Time and shall continue until the expirationof the last-to-expire of the Intellectual Property Rights licensed under this Agreement. The transfers, assignments, conveyances and licenses granted in thisAgreement are irrevocable, and cannot be early terminated. Each Party acknowledges and agrees that its sole remedies for breach by the other Party of thelicenses granted hereunder or of any other provision hereof, shall be to bring a claim to recover damages and to seek appropriate equitable relief, subject tothe restriction in the following sentence. Each Party agrees that the transfers, assignments, conveyances and licenses such Party grants or makes to the otherParty shall continue in full force and effect, notwithstanding any breach of or default under any term hereof by the other Party and in no event shall suchParty, directly or indirectly, seek to have this Agreement (including any of the rights or licenses granted by such Party herein) rescinded, revoked orotherwise terminated, in part or in whole, or seek to enjoin the lawful exercise of any rights or licenses granted by such Party hereunder or take any similaraction.

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ARTICLEVIGENERALPROVISIONS

Section 6.1 No Obligation . Nothing set forth herein shall restrict either Party from transferring, assigning or licensing any Intellectual PropertyRights owned by it and licensed to the other hereunder; provided , that any transfer or assignment of any Intellectual Property Rights licensed to a Partyhereunder, shall be subject to the licenses granted in this Agreement and the proposed transferee or assignee shall provide written acknowledgment that theIntellectual Property Rights such proposed transferee or assignee is acquiring are subject to the licenses granted in this Agreement.

Section 6.2 Indemnification .

(a) To the fullest extent permitted by Law, Licensee shall (and shall cause its Subsidiaries to) indemnify, defend and hold harmless Licensor,each of Licensor’s Subsidiaries and each of their respective past, present and future directors, officers, employees and agents, in each case in their respectivecapacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Licensor Indemnitees ”), from andagainst any and all Liabilities of the Licensor Indemnitees in connection with any suit, investigation, claim or demand of any Third Party to the extentrelating to or arising out of Licensee’s or any of its Subsidiaries’ use, practice or exercise, after the Separation Time, of the Intellectual Property Rightslicensed to it and its Subsidiaries hereunder, regardless of whether such use, practice or exercise is licensed or permitted hereunder.

(b) The provisions of Section 5.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts), Section 5.5 (Procedures forIndemnification of Third-Party Claims), Section 5.6 (Additional Matters) and Section 5.7 (Right of Contribution) of the Separation Agreement shall applyto indemnification claims under this Agreement mutatis mutandis .

Section 6.3 Entire Agreement . This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits, Schedules andappendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements,negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements orunderstandings between the Parties other than those set forth or referred to herein or therein. This Agreement, the Separation Agreement and the otherAncillary Agreements together govern the arrangements in connection with the Separation, the IPO and the Distribution and would not have been enteredindependently.

Section 6.4 Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors andpermitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express priorwritten consent of the other Party (the “ Non-Acquired Party ”) hereto, as applicable. Notwithstanding the foregoing, subject to Section 6.5 , no suchconsent shall be required for the assignment or assumption of a Party’s rights and obligations under this Agreement, the Separation Agreement and the otherAncillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole ( i.e. , the assignment of a Party’s rights andobligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a Change of Control of a Party (such party, the “Acquired Party ”); provided that the resulting, surviving or transferee Person (the “ Acquiring Party ”) (i) assumes all of the obligations of the AcquiredParty by operation of Law or by express assignment, as the case may

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be, and delivers to the Non-Acquired Party a writing executed by the Acquiring Party prior to the consummation of any transaction resulting in a Change ofControl, in form and substance reasonably satisfactory to the Non-Acquired Party, which writing includes an express acknowledgement regarding thelimitations on the licenses granted hereunder to the Acquired Party as a result of such Change of Control.

Section 6.5 Limitations on Change of Control . In the event of a Change of Control:

(a) where Arlo is the Acquired Party as set forth in Section 6.4 : (i) the license set forth in Section 2.1 to NETGEAR Patents and the license setforth in Section 2.6 to NETGEAR Core Software shall become limited and shall not extend to any product or service of the Acquiring Party or its affiliatesthat are sold, distributed, provided or otherwise commercialized at any time, if such product or service was commercialized prior to the date of theconsummation of such Change of Control of Arlo, and (ii) the licenses granted hereunder to NETGEAR shall continue in accordance with the terms of thisAgreement and shall not otherwise be affected by the Change of Control of Arlo; and

(b) where NETGEAR is the Acquired Party as set forth in Section 6.4 : (i) the license set forth in Section 2.2 to Arlo Patents and the licenseset forth in Section 2.7 to Arlo Core Software shall become limited and shall not extend to any product or service of the Acquiring Party or its affiliates thatare sold, distributed, provided or otherwise commercialized at any time, if such product or service was commercialized prior to the date of theconsummation of such Change of Control of NETGEAR, and (ii) the licenses granted hereunder to Arlo shall continue in accordance with the terms of thisAgreement and shall not otherwise be affected by the Change of Control of NETGEAR.

Section 6.6 Third-Party Beneficiarie s . The provisions of this Agreement are solely for the benefit of the Parties and are not intended to conferupon any Person except the Parties any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement, and this Agreement shallnot provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference tothis Agreement.

Section 6.7 Severability . If any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid, illegalor unenforceable, then the remainder of this Agreement and the application thereof will nevertheless remain in full force and effect so long as the economicand legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any Party hereto. Upon suchdetermination that any provision is invalid, illegal or unenforceable, the Parties agree to replace such provision with a valid, legal and enforceable provisionthat will achieve, to the maximum extent legally permissible, the economic, business and other purposes of such provision.

Section 6.8 Other Remedies . Except to the extent set forth otherwise herein, any and all remedies herein expressly conferred upon a Party willbe deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of anyone remedy will not preclude the exercise of any other

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remedy. It is accordingly agreed that, subject to Section 5.1 , the Parties will be entitled (in addition to any other remedy that may be available to it) to seekan injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the UnitedStates or any state having jurisdiction and that no Party shall be required to provide any bond or other security in connection with any such decree, order orinjunction or in connection with any related action.

Section 6.9 Amendment and Waivers . Subject to applicable Law, any provision of this Agreement may be amended or waived if, but only if,such amendment or waiver is in writing and is signed, in the case of an amendment, by each of the Parties, or, in the case of a waiver, by the Party againstwhom the waiver is to be effective. No course of dealing and no failure or delay on the part of any Party hereto in exercising any right, power or remedyconferred by this Agreement shall operate as a waiver thereof or otherwise prejudice such party’s rights, powers and remedies. The failure of any of theParties to this Agreement to require the performance of a term or obligation under this Agreement or the waiver by any of the Parties to this Agreement ofany breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder. Nosingle or partial exercise of any right, power or remedy conferred by this Agreement shall preclude any other or further exercise thereof or the exercise ofany other right, power or remedy.

Section 6.10 Notices . All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable andunless otherwise provided therein, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have beenduly given or made upon receipt) by delivery in person, by overnight courier service or by facsimile with receipt confirmed, to the respective Parties at thefollowing addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.9 ):

If to NETGEAR, to:

NETGEAR, Inc.350 E. Plumeria DriveSan Jose, California 95134Attention: General CounselE-mail: [email protected]

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019Attention: David C. Karp Ronald C. Chen Selwyn B. GoldbergFacsimile: (212) 403-2000

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If to Arlo, to:

Arlo Technologies, Inc.2200 Faraday Avenue, Suite 150Carlsbad, California 92008Attention: General CounselE-mail: [email protected]

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019Attention: David C. Karp Ronald C. Chen Selwyn B. GoldbergFacsimile: (212) 403-2000

Section 6.11 Miscellaneous . The provisions of Article VIII (Dispute Resolution), Section 11.1(d) (Counterparts), Section 11.7 (Force Majeure),Section 11.8 (No Set-Off), Section 11.9 (Expenses) and Section 11.13 (Specific Performance) of the Separation Agreement shall apply to this Agreement,mutatis mutandis , and are incorporated herein by reference.

Section 6.12 Governing Law . This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputesarising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein andtherein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed byand construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware,including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 6.13 Relationship of the Parties . Nothing contained herein shall be deemed to create a partnership, joint venture or similar relationshipbetween the Parties. Neither Party is the agent, employee, joint venturer, partner, franchisee or representative of the other Party. Each Party specificallyacknowledges that it does not have the authority to, and shall not, incur any obligations or responsibilities on behalf of the other Party. Notwithstandinganything to the contrary in this Agreement, each Party (and its officers, directors, agents, employees and members) shall not hold themselves out asemployees, agents, representatives or franchisees of the other Party or enter into any agreements on such Party’s behalf.

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IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Rights Cross-License Agreement to be executed by their duly authorizedrepresentatives as of the date first written above.

NETGEAR, INC.

By: /s/ Patrick C.S. Lo Name: Patrick C.S. Lo Title: Chairman and Chief Executive Officer

ARLO TECHNOLOGIES, INC.

By: /s/ Brian Busse Name: Brian Busse Title General Counsel

[Signature Page to Intellectual Property Rights Cross-License Agreement]

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Exhibit10.6

EXECUTIONVERSION

REGISTRATIONRIGHTSAGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of August 2, 2018 (this “ Agreement ”), is made by and among NETGEAR, Inc., aDelaware corporation (“ NETGEAR ”), and Arlo Technologies, Inc., a Delaware corporation (“ Arlo ”).

W I T N E S S E T H:

WHEREAS, NETGEAR and Arlo have entered into the Master Separation Agreement, dated as of August 2, 2018 (as amended from time to time, the“ Separation Agreement ”), and certain related agreements, to effect the Contribution and the Distribution, subject to the terms and conditions therein;

WHEREAS, NETGEAR currently owns all of the issued and outstanding shares of Arlo Common Stock;

WHEREAS, pursuant to the Separation Agreement, Arlo is offering and selling to the public a limited number of shares of Arlo Common Stockpursuant to a registration statement on Form S-1, as more fully described in the Separation Agreement and the Ancillary Agreements (the “ IPO ”),immediately following which offering and sale NETGEAR will own 80.1% or more of the outstanding Arlo Common Stock; and

WHEREAS, NETGEAR and Arlo desire to enter into this Agreement to set forth the terms and conditions of the registration rights and obligations ofNETGEAR and Arlo.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

ArticleIDefinitions

Section 1.1 Definitions . As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below. Capitalizedterms that are not defined in this Agreement shall have the meanings set forth in the Separation Agreement.

“ Affiliate ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries,controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including, with correlativemeanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly orindirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securitiesor other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking orotherwise. It is expressly agreed that, prior to, at and after the Separation Time, for purposes of this Agreement, (a) no member of the Arlo Group shall bedeemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member ofthe Arlo Group.

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“ Agreement ” shall have the meaning set forth in the Preamble.

“ Arlo ” shall have the meaning set forth in the Preamble.

“ Arlo Common Stock ” shall mean the common stock, par value $0.001 per share, of Arlo (it being understood that, if the Arlo Common Stock, as aclass, shall be reclassified, exchanged or converted into another security (including as a result of a merger, consolidation or otherwise) or the right to receivesuch security, each reference to Arlo Common Stock in this Agreement shall refer to such other security into which the Arlo Common Stock wasreclassified, exchanged or converted).

“ Arlo Covered Person ” shall have the meaning set forth in Section 6.2 .

“ Arlo Free Writing Prospectus ” shall mean each Free Writing Prospectus prepared by or on behalf of Arlo.

“ Arlo Group ” shall mean (a) Arlo, (b) each Subsidiary of Arlo immediately after the Separation Time, including the Transferred Entities, and(c) each other Person that is controlled, directly or indirectly, by Arlo immediately after the Separation Time.

“ Article III Notice ” shall have the meaning set forth in Section 3.1 .

“ Business Day ” shall mean a day other than a Saturday, a Sunday or a day on which banking institutions located in San Jose, California or NewYork, New York are authorized or obligated by Law or executive order to close.

“ Damages ” shall have the meaning set forth in Section 6.1 .

“ Demand Registration ” shall have the meaning set forth in Section 2.1 .

“ Demand Request ” shall have the meaning set forth in Section 2.1 .

“ Disclosure Package ” shall mean, with respect to any offering of securities, (a) the preliminary Prospectus, (b) each Free Writing Prospectus (if any)and (c) all other information prepared by or on behalf of Arlo, in each case, that is deemed under Rule 159 promulgated under the Securities Act to havebeen conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Free Writing Prospectus ” shall mean any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body,agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational,exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive officialthereof.

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“ Holder ” shall mean any member of the NETGEAR Group holding Registrable Securities.

“ Holder Covered Persons ” shall have the meaning set forth in Section 6.1 .

“ Holder Free Writing Prospectus ” shall mean each Free Writing Prospectus prepared by or on behalf of (unless prepared by Arlo or on behalf ofArlo) a Holder and used or referred to by such Holder in connection with the offering of Registrable Securities.

“ Indemnified Party ” shall have the meaning set forth in Section 6.3 .

“ Indemnifying Party ” shall have the meaning set forth in Section 6.3 .

“ IPO ” shall have the meaning set forth in the Recitals.

“ NETGEAR ” shall have the meaning set forth in the Preamble.

“ NETGEAR Group ” shall mean NETGEAR and each Person that is a Subsidiary of NETGEAR (other than Arlo and any other member of the ArloGroup).

“ Parties ” shall mean the parties to this Agreement.

“ Person ” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limitedliability entity, any other entity and any Governmental Authority.

“ Piggy-back Registration ” shall have the meaning set forth in Section 3.1 .

“ Prospectus ” shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement withrespect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement or any other amendments andsupplements to such prospectus, including any preliminary prospectus, any pre-effective or post-effective amendment and all material incorporated byreference in any prospectus.

“ Public Offering ” shall have the meaning set forth in Section 3.1 .

“ Registrable Securities ” shall mean shares of Arlo Common Stock, including shares of Arlo Common Stock issued or transferred or to be issued ortransferred to any Holder pursuant to and in accordance with the Contribution or the Distribution and any other shares of Arlo Common Stock that may beacquired by any Holder. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) aRegistration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have beendisposed of in accordance with such Registration Statement, (b) such securities shall have been sold to the public pursuant to Rule

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144 (or any successor provision) under the Securities Act, (c) such securities shall have ceased to be outstanding, or (d) such securities may be sold in thepublic market of the United States, in unlimited amounts, under Rule 144(k), without registration under the Securities Act.

“ Registration Expenses ” shall have the meaning set forth in Section 5.1 .

“ Registration Statement ” shall mean any registration statement of Arlo that covers Registrable Securities pursuant to the provisions of thisAgreement, all amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materialincorporated by reference in such registration statement.

“ Rule 144 ” shall have the meaning set forth in Section 7.1 .

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Selling Stockholders ” shall have the meaning set forth in Section 3.2 .

“ Separation Agreement ” shall have the meaning set forth in the Recitals.

“ Shelf Registration ” means a registration of the Registrable Securities under a Registration Statement of Arlo for an offering to be made on adelayed or continuous basis of Arlo Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

ArticleIIDemandRegistrations

Section 2.1 Requests for Registration . Subject to the provisions of this Article II , any Holder or group of Holders may at any time make a writtenrequest (a “ Demand Request ”) for registration under the Securities Act of Registrable Securities (a “ Demand Registration ”). Such Demand Requests shallspecify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Arlo shall, subject to the provisions of thisArticle II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC aRegistration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method ormethods set forth therein as promptly as possible following receipt of a Demand Request; provided , that if the managing underwriter(s) for a DemandRegistration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Arlothat, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting thesuccess of the offering (taking into consideration the interests of Arlo and the Holders), then Arlo will be entitled to reduce the number of RegistrableSecurities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effectreferred to above; provided , further , that in the event of such a reduction in the number of Registrable Securities included in such registration, the numberof

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Registrable Securities registered shall be allocated in the following priority: first , pro rata among the Holders participating in the Demand Registration,based on the number of Registrable Securities included by such Holder in the Demand Request; second , shares of Arlo Common Stock proposed to beregistered for offer and sale by Arlo; and third , shares of Arlo Common Stock proposed to be registered pursuant to any piggy-back registration rights ofsecurity holders of Arlo other than any Holder. Arlo shall use its reasonable best efforts to cause such Registration Statement to be declared effective assoon as practicable after filing and to remain effective until the earlier of (i) ninety (90) days following the date on which it was declared effective and(ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition statedtherein.

Section 2.2 Limitations on Demand Registration Requests . Notwithstanding anything in this Article II to the contrary, Arlo shall not be obligated toeffect a Demand Registration, other than a Shelf Registration, (a) if a Piggy-back Registration had been available to any Holder within the one hundredeighty (180) days preceding the date of the Demand Request, (b) within sixty (60) days after the effective date of a previous registration effected withrespect to the Registrable Securities pursuant to Section 2.1 or (c) during any period (not to exceed one hundred eighty days (180) days) following theclosing of the completion of an offering of securities by Arlo if such Demand Registration would cause Arlo to breach a “lock-up” or similar provisioncontained in the underwriting agreement for such offering. Furthermore, Arlo shall not be obligated to effect more than two (2) Demand Registrations inany twelve (12)-month period.

Section 2.3 Suspension of Registration . Notwithstanding the foregoing, if in the good faith judgment of the Board of Directors of Arlo it would bematerially detrimental to Arlo and its stockholders for any Registration Statement to be filed or continued to be used or for any Registration Statement orProspectus to be amended or supplemented because such filing, continued use, amendment or supplement would (a) require disclosure of materialnonpublic information, the disclosure of which would be reasonably likely to materially and adversely affect Arlo and its subsidiaries, taken as a whole, or(b) materially interfere with any existing or prospective business transaction or negotiation involving Arlo, Arlo shall have the right to suspend the use ofthe applicable Registration Statement or delay delivery or filing, but not the preparation, of the applicable Registration Statement or Prospectus or anydocument incorporated therein by reference, in each case for a reasonable period of time; provided , however , that Arlo shall not be able to exercise suchsuspension right more than twice in each twelve (12)-month period aggregating not more than one hundred fifty (150) days in such twelve (12)-monthperiod. In the event that the ability of the Holders to sell shall be suspended for any reason, the period of such suspension shall not count towardscompliance with the ninety (90)-day period referred to in clause (i) of Section 2.1 .

ArticleIIIPiggy-backRegistrations

Section 3.1 Right to Include Registrable Securities . If at any time Arlo proposes to register (including for this purpose a registration effected by Arlofor security holders of Arlo other than any Holder) securities that may include any shares of Arlo Common Stock and to file a Registration Statement withrespect thereto under the Securities Act, whether or not for sale for

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its own account (other than pursuant to a registration statement on Form S-4, Form S-8 or any successor or similar forms), in a manner that would permitregistration of Registrable Securities for resale to the public under the Securities Act (a “ Public Offering ”), Arlo will at each such time promptly givewritten notice to the Holders of (a) its intention to do so, (b) the form of registration statement of the SEC that has been selected by Arlo and (c) the rights ofHolders under this Article III (the “ Article III Notice ”). Arlo will include in any Public Offering all Registrable Securities that Arlo is requested in writing,within fifteen (15) days after the date the Article III Notice is delivered by Arlo, to register by the Holders thereof (each, a “ Piggy-back Registration ”);provided , however , that (i) if, at any time after giving the Article III Notice and prior to the effective date of the Registration Statement filed in connectiontherewith, Arlo shall determine to abandon such Public Offering, Arlo may give written notice of such determination to all Holders who so requestedregistration, and thereafter Arlo shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned Public Offering(without prejudice to the other rights of Holders under this Article III ), and (ii) Arlo shall be permitted to delay such Public Offering for the same periodand under the same circumstances as set forth in Section 2.3 . No Piggy-back Registration effected by Arlo under this Article III shall relieve Arlo of itsobligations to effect Demand Registrations under Article II , except as otherwise set forth in Section 2.2 .

Section 3.2 Priority; Registration Form . If the managing underwriter(s) for a Piggy-back Registration that involves an underwritten offering shalladvise Arlo in good faith that, in its opinion, the number of shares of Arlo Common Stock to be sold for the account of persons other than Arlo (collectively,“ Selling Stockholders ”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration theinterests of Arlo and the Holders), then the number of shares of Arlo Common Stock to be sold for the account of Selling Stockholders (including Holders)may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effectreferred to above. The reduced number of shares of Arlo Common Stock that may be registered in such Public Offering shall be allocated in the followingpriority: first , to shares of Arlo Common Stock proposed to be registered for offer and sale by Arlo; second , to shares of Arlo Common Stock proposed tobe registered pursuant to any demand registration rights of security holders of Arlo other than any Holder; and third , to Registrable Securities proposed tobe registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-backRegistration is reduced pursuant to this Section 3.2 , such Registrable Securities included in the Registration Statement shall be allocated pro rata amongthe Holders participating in the Piggy-back Registration based on the number of Registrable Securities beneficially owned by the respective Holders. If, as aresult of the proration provisions of this Section 3.2 , any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to thisArticle III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registration.

ArticleIVRegistrationProcedures

Section 4.1 Use Reasonable Best Efforts . In connection with Arlo’s registration obligations pursuant to Article II and Article III , Arlo shall use itsreasonable best efforts to effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods ofdisposition thereof and pursuant thereto Arlo shall as expeditiously as reasonably practicable:

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(a) prepare and file with the SEC a Registration Statement or Registration Statements relating to the registration on any appropriate form underthe Securities Act, and to cause such Registration Statement to become effective as soon as reasonably practicable and to remain continuously effective forthe time period required by this Agreement to the extent permitted under the Securities Act;

(b) except in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and post-effectiveamendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the time period required by thisAgreement; cause the Registration Statement and the related Prospectus to be supplemented by any required Prospectus supplement, and as sosupplemented to be filed in accordance with the Securities Act and any rules and regulations promulgated thereunder; and otherwise comply with theprovisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement duringthe applicable period in accordance with the intended method or methods of disposition by the selling Holders thereof set forth in such RegistrationStatement or such Prospectus or Prospectus supplement;

(c) in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to suchRegistration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to complywith the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for a period ending on the earlier of(i) thirty-six (36) months after the effective date of such Registration Statement plus the number of days that any filing or effectiveness has been delayedunder Section 2.3 and (ii) the date on which all the Registrable Securities subject thereto have been sold pursuant to such Registration Statement;

(d) notify the selling Holders and the managing underwriter(s), if any, promptly if at any time (i) any Prospectus, Registration Statement oramendment or supplement thereto is filed, (ii) any Registration Statement, or any post-effective amendment thereto, becomes effective, (iii) the SEC or anyother federal or state governmental authority requests any amendment or supplement to, or any additional information in respect of, any RegistrationStatement or Prospectus, (iv) the SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of aRegistration Statement or initiates any proceedings for that purpose, (v) Arlo receives any notice that the qualification of any Registrable Securities for salein any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of suspending such qualification, (vi) upon the discovery ofany event which requires that any changes be made in such Registration Statement or any related Prospectus so that such Registration Statement orProspectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make thestatements therein not misleading, in light of the circumstances under which they were made ( provided , however , that, in the case of this subclause (vi),such notice need only state that an event of such nature has occurred, without describing such event), (vii) of

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the determination by counsel of Arlo that a post-effective amendment to a Registration Statement is advisable; or (viii) if, at any time, the representationsand warranties of Arlo in any applicable underwriting agreement cease to be true and correct in all material respects. Arlo hereby agrees to promptlyreimburse any selling Holders for any reasonable out-of-pocket losses and expenses incurred in connection with any uncompleted sale of any RegistrableSecurities in the event that Arlo fails to timely notify such Holder that the Registration Statement then on file with the SEC is no longer effective;

(e) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or thequalification of any Registrable Securities for sale in any jurisdiction, at the earliest reasonably practicable time;

(f) if requested by the managing underwriter(s) or any Holder of Registrable Securities being sold in connection with an underwritten offering,incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information that the managing underwriter(s),such Holder and Arlo reasonably agree is required to be included therein relating to such sale of Registrable Securities; and file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder;

(g) upon the written request of a Holder or managing underwriter, if any, furnish to such Persons, one signed copy of the Registration Statementor Registration Statements, any Arlo Free Writing Prospectus and any post-effective amendment thereto, including all financial statements and schedulesthereto, all documents incorporated therein by reference and all exhibits thereto (including exhibits incorporated by reference) as promptly as practicableafter filing such documents with the SEC;

(h) upon the written request of a Holder or managing underwriter, if any, deliver to such Persons, as many copies of the Prospectus orProspectuses (including each preliminary Prospectus) and any amendment, supplement or exhibit thereto as such Persons may reasonably request; andconsent to the use of such Prospectus or any amendment, supplement or exhibit thereto by each such selling Holder and underwriter, if any, in connectionwith the offering and sale of the Registrable Securities covered by such Prospectus, amendment, supplement or exhibit, in each case, in accordance with theintended method or methods of disposition thereof;

(i) prior to any public offering of Registrable Securities, register or qualify, or cooperate with the selling Holders, the underwriter(s), if any, andtheir respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue skylaws of such jurisdictions as may be requested by the Holders of a majority of the Registrable Securities included in such Registration Statement; keep eachsuch registration or qualification effective during the period that the applicable Registration Statement is required to be maintained effective under thisAgreement; and do any and all other acts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by suchRegistration Statement; provided , however , that Arlo will not be required to qualify generally to do business in any jurisdiction where it is not then soqualified or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;

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(j) furnish to counsel selected by the Holders, prior to the filing of a Registration Statement or Prospectus or any supplement or post-effectiveamendment or any Arlo Free Writing Prospectus thereto with the SEC, copies of such documents and with a reasonable and appropriate opportunity toreview and comment on such documents, subject to such documents being under Arlo’s control;

(k) cooperate with the selling Holders and the underwriter(s), if any, in the preparation and delivery of certificates representing the RegistrableSecurities to be sold, such certificates to be in such denominations and registered in such names as such selling Holders or underwriter(s) may request atleast five (5) Business Days prior to any sale of Registrable Securities represented by such certificates;

(l) subject to Section 4.3 , upon the occurrence of any event described in Section 4.1(d)(vi ), promptly prepare and file a supplement or post-effective amendment to the applicable Registration Statement or Prospectus or any document incorporated therein by reference, and any other requireddocuments, so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any materialfact necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and to cause such supplement orpost-effective amendment to become effective as soon as practicable;

(m) take all other actions in connection therewith as are reasonably necessary or desirable to expedite or facilitate the disposition of theRegistrable Securities included in such Registration Statement and, in the case of an underwritten offering: (i) enter into an underwriting agreement incustomary form with the managing underwriter(s) (such agreement to contain standard and customary indemnities, representations, warranties and otheragreements of or from Arlo, as the case may be); (ii) obtain opinions of counsel to Arlo (which, if reasonably acceptable to the underwriter(s), may beArlo’s inside counsel) addressed to the underwriter(s), such opinions to be in customary form; and (iii) obtain “comfort” letters from Arlo’s independentcertified public accountants addressed to the underwriter(s), such letters to be in customary form;

(n) with respect to each Arlo Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no RegistrableSecurities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Arlo Free Writing Prospectus or other materialswithout the Holders whose Registrable Securities are being registered having first been provided with a reasonable opportunity to review and comment onsuch documents;

(o) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Arlo Free Writing Prospectuses withthe SEC;

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(p) make available for inspection by any selling Holder of Registrable Securities, any underwriter(s) participating in any disposition pursuant tosuch Registration Statement, and any attorney, accountant or other agent retained by any such selling Holder or underwriter(s) all reasonably requestedfinancial and other records, pertinent corporate documents and properties of Arlo; and cause Arlo’s officers, directors, employees, attorneys andindependent accountants to supply all information reasonably requested by any such selling Holders, underwriter(s), attorneys, accountants or agents inconnection with such Registration Statement (each selling Holder of Registrable Securities agrees, on its own behalf and on behalf of all its underwriter(s),accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be kept confidential by it and, except as requiredby law, not disclosed by it, in each case, unless and until such information is made generally available to the public other than by such selling Holder; andeach selling Holder of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriter(s), accountants, attorneys and agents, thatit will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, promptly give notice to Arlo and allow Arlo at itsexpense, to undertake appropriate action to prevent disclosure of the information deemed confidential);

(q) consider in good faith any reasonable request of the selling Holders and underwriters for the participation of management of Arlo in “roadshows” and similar sales events;

(r) reasonably cooperate with the selling Holders and each underwriter or agent participating in the disposition of such Registrable Securitiesand their respective counsel, in connection with any filings required to be made with the Financial Industry Regulatory Authority;

(s) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any ArloCommon Stock is then listed or quoted; and

(t) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Section 4.2 Holders’ Obligation to Furnish Information . Arlo may require each Holder of Registrable Securities as to which any registration is beingeffected to furnish to Arlo such information regarding the distribution of such Registrable Securities, and other customary certifications and agreements asArlo may from time to time reasonably request in writing.

Section 4.3 Suspension of Sales Pending Amendment of Prospectus . Each Holder shall, upon receipt of any notice from Arlo of the happening of anyevent of the kind described in clauses (iii) through (vi) of Section 4.1(d) , suspend the disposition of any Registrable Securities covered by suchRegistration Statement or Prospectus until such Holder’s receipt of the copies of a supplemented or amended Prospectus or until it is advised in writing byArlo that the use of the applicable Prospectus may be resumed, and, if so directed by Arlo such Holder will deliver to Arlo all copies, other than permanentfile copies, then in such Holder’s possession of any Prospectus covering such Registrable Securities. If Arlo shall have given any such notice during aperiod when a Demand Registration is in effect, the ninety (90)-day period referred to in clause (i) of Section 2.1 shall be extended by the number of daysof such suspension period.

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ArticleVRegistrationExpenses

Section 5.1 Registration Expenses . Except as otherwise expressly provided herein to the contrary, all reasonable and documented expenses incidentto Arlo’s performance of or compliance with its obligations under this Agreement, including all (a) registration and filing fees, (b) fees and expenses ofcompliance with securities or blue sky laws, (c) printing expenses, (d) fees and disbursements of its counsel and its independent certified public accountants(including the expenses of any special audit or “comfort” letters required by or incident to such performance or compliance), (e) securities acts liabilityinsurance (if Arlo elects to obtain such insurance) and (f) the expenses and fees for listing securities to be registered on any securities exchange, shall beborne by Arlo (all such expenses being herein referred to as “ Registration Expenses ”); provided , however , that Registration Expenses shall not includeany underwriting discounts or commissions or transfer taxes, which underwriting discounts or commissions and transfer taxes shall in all cases be bornesolely by the Holders.

ArticleVIIndemnification

Section 6.1 Indemnification by Arlo . In the event of any registration of any securities of Arlo under the Securities Act pursuant to Article II or ArticleIII , Arlo will indemnify and hold harmless each selling Holder of any Registrable Securities covered by such Registration Statement, its directors, officersand agents and each other Person, if any, who controls such selling Holder within the meaning of Section 15 of the Securities Act (each such selling Holderand such other Persons, collectively, “ Holder Covered Persons ”), against any and all out-of-pocket losses, claims, damages, liabilities and expenses(including reasonable attorneys’ fees and expenses) (collectively, “ Damages ”) actually and as incurred by such Holder Covered Person under theSecurities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise out of or result from (a) anyuntrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, any Registration Statement, the Prospectus, or in anyamendment or supplement thereto, under which such securities were registered under the Securities Act or the omission or alleged omission to state thereina material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, notmisleading, or (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus, together with the documentsincorporated by reference therein (as amended or supplemented if Arlo shall have filed with the SEC any amendment thereof or supplement thereto), if usedprior to the effective date of such Registration Statement, or contained in the Prospectus, together with the documents incorporated by reference therein (asamended or supplemented if Arlo shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,not misleading; provided , however , that Arlo shall not be liable to any Holder Covered Person in any such case to the extent that any such Damage (oraction or proceeding in respect thereof) arises out of or relates to any untrue statement or alleged untrue statement or omission or alleged omission made insuch Registration Statement or amendment thereof or supplement thereto or in any such preliminary, final or summary Prospectus in reliance upon and inconformity with written information furnished to Arlo by or on behalf of any such Holder Covered Person specifically for use in the preparation thereof.

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Section 6.2 Indemnification by the Selling Holders . Each Holder selling Registrable Securities in any Registration Statement filed pursuant to ArticleII or Article III will indemnify and hold harmless, severally and not jointly, Arlo, its directors, officers and agents and each Person controlling Arlo withinthe meaning of Section 15 of the Securities Act (each, an “ Arlo Covered Person ”) against any and all Damages actually and as incurred by such ArloCovered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof) arise outof or result from any statement or alleged statement in or omission or alleged omission from the Disclosure Package, such Registration Statement, anypreliminary, final or summary Prospectus contained therein, any Holder Free Writing Prospectus for such Holder or any amendment or supplement thereto,if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished toArlo or its representatives by or on behalf of any selling Holder specifically for use in the preparation of such Disclosure Package, Registration Statement,preliminary, final or summary Prospectus, Holder Free Writing Prospectus or amendment or supplement thereto. In no event shall the liability of any Holderhereunder be greater than the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnificationobligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Arlo or any of its directors, officers,agents, or controlling Persons. Arlo may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that eachsuch selling Holder acknowledge its agreement to be bound by the provisions of this Agreement (including this Article VI ) applicable to it.

Section 6.3 Notices of Claims . Promptly after receipt by a Holder Covered Person or an Arlo Covered Person (each, an “ Indemnified Party ”) ofwritten notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article VI, such Indemnified Party will, if a claim in respect thereof is to be made against, respectively, Arlo, on the one hand, or any selling Holder, on the otherhand (such Person or Persons, the “ Indemnifying Party ”), give written notice to the latter of the commencement of such action; provided , however , thatthe failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its or their obligations under this Article VI, except to the extent that the Indemnifying Party is actually materially prejudiced by such failure to give notice, and in no event shall such failure relievethe Indemnifying Party from any other liability that it may have to such Indemnified Party. If any such claim or action shall be brought against anIndemnified Party, and it shall notify the Indemnifying Party thereof in accordance with this Section 6.3 , the Indemnifying Party shall be entitled toparticipate therein, and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party, and afternotice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall not be liable tosuch Indemnified Party under this Article VI for any legal or other expenses subsequently incurred by such Indemnified Party in connection with thedefense thereof, other than reasonable cost of investigation; provided , further , that if, in the Indemnified Party’s reasonable judgment, a conflict of interestbetween the Indemnified Party and the Indemnifying Party exists in respect of such claim, then such Indemnified Party shall have the

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right to participate in the defense of such claim and to employ one firm of attorneys at the Indemnifying Party’s expense to represent such IndemnifiedParty. No Indemnified Party will consent to entry of any judgment or enter into any settlement without the Indemnifying Party’s written consent to suchjudgment or settlement, which shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party shall, without the prior written consent ofthe Indemnified Party, consent to entry of any judgment or enter into any settlement in respect of which the Indemnified Party is or could have been a partyand indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such IndemnifiedParty from all liability arising out of such claim or proceeding.

Section 6.4 Contribution . If the indemnification provided for in this Article VI is unavailable or insufficient to hold harmless an Indemnified Partyunder this Article VI , then each Indemnifying Party shall have a several and not joint obligation to contribute to the amount paid or payable by suchIndemnified Party as a result of the Damages referred to in this Article VI in such proportion as is appropriate to reflect the relative fault of theIndemnifying Party, on the one hand, and the Indemnified Party, on the other hand, in connection with the offering that resulted in such Damages, as well asany other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether an untrue or alleged untruestatement of a material fact or an omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or theIndemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statements oromission. Notwithstanding anything in this Section 6.4 to the contrary, no Holder shall be required to contribute any amount pursuant to this Section 6.4 inexcess of the amount by which (a) the net proceeds received by such Holder from the sale of Registrable Securities in the offering to which themisstatement or omission relates exceeds, and (b) the amount of any Damages that such Holder has otherwise been required to pay by reason of suchmisstatement or omission. Arlo and the Holders agree that it would not be just and equitable if contributions pursuant to this Section 6.4 were to bedetermined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 6.4 . The amount paid by an Indemnified Party as a result of the Damages referred to in the first sentence of this Section 6.4 shall be deemed to include anylegal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim (which shall belimited as provided in Section 6.3 if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof) that isthe subject of this Section 6.4 . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitledto contribution from any Person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by an Indemnified Party under this Section 6.4 of notice of the commencement of any action against such party in respect of which a claim for contribution may be made against an IndemnifyingParty under this Section 6.4 , such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof if the notice specified inSection 6.3 has not been given with respect to such action; provided , however , that the failure of any Indemnified Party to give notice as provided hereinshall not relieve the Indemnifying Party of its or their obligations under this Article VI , except to the extent that the Indemnifying Party is actuallymaterially prejudiced by such failure to give notice, and in no event shall such failure relieve the Indemnifying Party from any other liability that it mayhave to such Indemnified Party.

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ArticleVIIRule144

Section 7.1 Rule 144 . Arlo shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulationspromulgated thereunder, so long as it is subject to such reporting requirements, all to the extent required from time to time to enable the Holders to sellRegistrable Securities without registration under the Securities Act within the limits of the exemptions provided by Rule 144 of the Securities Act (“ Rule144 ”). Upon the request of a Holder, Arlo shall deliver to such Holder a written statement stating whether it has complied with such requirements and willtake such further action as such Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell RegistrableSecurities without registration under the Securities Act within the limits of the exemptions provided by Rule 144.

ArticleVIIIUnderwrittenRegistrations

Section 8.1 Selection of Underwriter(s) . In each registration under Article II or Article III , the underwriter or underwriters and managing underwriteror managing underwriters that will administer the offering shall be selected by Arlo; provided , however , that in the case of a registration under Article II ,such underwriter(s) and managing underwriter(s) shall be subject to the approval by the Holders of a majority in aggregate amount of Registrable Securitiesincluded in such offering, which approval shall not be unreasonably withheld or delayed.

Section 8.2 Agreements of Selling Holders . No Holder shall sell any of its Registrable Securities in any underwritten offering pursuant to aregistration hereunder, unless such Holder (a) agrees to sell such Registrable Securities on a basis provided in any underwriting agreement in customaryform, including the making of customary representations, warranties and indemnities and (b) completes and executes all questionnaires, powers of attorney,indemnities, underwriting agreements and other documents required under the terms of such underwriting agreements or as reasonably requested by Arlo(whether or not such offering is underwritten).

ArticleIXHoldbackAgreements

Section 9.1 Restrictions on Public Sales by Holders . To the extent not inconsistent with applicable law, each Holder that is timely notified in writingby the managing underwriter(s) or underwriter(s) shall not effect any public sale or distribution (including a sale pursuant to Rule 144) of any securities ofArlo of the same class or series being registered in an underwritten offering (other than pursuant to an employee stock option, stock purchase, stock bonusor similar plan, or pursuant to a merger, exchange offer or transaction of the type specified in Rule 145(a) under the Securities Act) or any securities of Arloconvertible into or exchangeable or exercisable for securities of the same class or series, during the seven (7)-day period prior to the effective date of theapplicable Registration Statement, if such date is known, or during the period beginning on such effective date and ending either (a) sixty (60) days aftersuch effective date or (b) any such earlier date as may be requested by the managing underwriter(s) or underwriter(s) of such registration, except as part ofsuch registration.

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ArticleXRepresentationsandWarranties

Section 10.1 Representations and Warranties of the Parties . Arlo and NETGEAR hereby represent and warrant to each other as follows:

(a) The execution, delivery and performance by such party of this Agreement and the consummation by such party of the transactionscontemplated by this Agreement are within its corporate powers and have been duly authorized by all necessary corporate (or similar) action on its part.This Agreement constitutes a legal, valid and binding agreement of such party enforceable against it in accordance with its terms, subject, as toenforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affectingcreditor’s rights and to general equity principles (it being understood that such exception shall not in itself be construed to mean that this Agreement is notenforceable in accordance with its terms).

(b) The execution, delivery or performance of this Agreement by such party and the consummation by it of the transactions contemplatedhereby do not and will not contravene or conflict with such party’s certificate of incorporation, bylaws or similar governing documents, or conflict with,result in a breach or constitute a default under any statute, loan agreement, mortgage, indenture, deed or other agreement to which it is a party or to whichany of its properties is subject, except in each case as would not reasonably be expected to have a material adverse effect on such party.

ArticleXIEffectivenessandTermination

Section 11.1 Effectiveness . This Agreement shall take effect on the date hereof and shall remain in effect until it is terminated pursuant to Section 11.2 .

Section 11.2 Termination . Other than the termination provisions applicable to particular Sections of this Agreement that are specifically providedelsewhere in this Agreement, this Agreement shall terminate upon the earliest to occur of: (a) the mutual written agreement of each of the parties hereto toterminate this Agreement and (b) the date on which no Registrable Securities shall remain outstanding.

ArticleXIIMiscellaneous

Section 12.1 Interpretation . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gendershall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall,unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the schedules, exhibits and appendices hereto and thereto) andnot to any particular provision of this Agreement; (c) Article, Section, schedule, exhibit and appendix references are to the Articles, Sections, schedules,exhibits and appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including thisAgreement) shall be deemed to include the exhibits, schedules and annexes

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(including all schedules, exhibits and appendixes) to such agreement; (e) the word “including” and words of similar import when used in this Agreementshall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particularcase, the word “days” refers to calendar days; (h) references herein to this Agreement or any other agreement contemplated herein shall be deemed to referto this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unlessotherwise specified; and (i) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,”“hereby” and “hereupon” and words of similar import shall all be references to August 2, 2018.

Section 12.2 Amendments and Waivers . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party,unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is soughtto enforce such waiver, amendment, supplement or modification.

Section 12.3 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permittedassigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior writtenconsent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignmentof a Party’s rights and obligations under the Separation Agreement, this Agreement and the other Ancillary Agreements (except as may be otherwiseprovided in any such other Ancillary Agreement) in whole ( i.e. , the assignment of a Party’s rights and obligations under the Separation Agreement, thisAgreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving ortransferee Person assumes all the obligations of the relevant Party thereto by operation of Law or pursuant to an agreement in form and substancereasonably satisfactory to the other Party.

Section 12.4 Third-Party Beneficiaries . Except for the indemnification rights under this Agreement of any Holder Covered Person or Arlo CoveredPerson in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer uponany Person, except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and this Agreement shallnot provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference tothis Agreement.

Section 12.5 Entire Agreement . The Separation Agreement, this Agreement, the other Ancillary Agreements and the exhibits, schedules andappendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements,negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements orunderstandings between the Parties other than those set forth or referred to herein or therein. The Separation Agreement, this Agreement and the otherAncillary Agreements together govern the arrangements in connection with the Separation, the IPO and the Distribution and would not have been enteredindependently.

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Section 12.6 Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given ormade (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receiptconfirmed, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance withthis Section 12.6 ).

If to NETGEAR:

NETGEAR, Inc.350 E. Plumeria DriveSan Jose, California 95134Attention: General CounselE-mail: [email protected]

If to Arlo:

Arlo Technologies, Inc.2200 Faraday Avenue, Suite 150Carlsbad, California 92008Attention: General CounselE-mail: [email protected]

A Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 12.7 Survival . The representations and warranties made herein shall survive through the term of this Agreement.

Section 12.8 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court ofcompetent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons orcircumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in noway be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitableand equitable provision to effect the original intent of the Parties.

Section 12.9 Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated herebyor to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law,statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice oflaws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies. Each Party agreesthat all actions or proceedings arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment arising out of or inconnection with this Agreement, shall be determined exclusively in

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the state or federal courts in the State of Delaware, and each Party hereby irrevocably submits with regard to any such action or proceeding for itself andwith respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each Party hereby expressly waives any rightit may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (a) any claimthat it is not subject to personal jurisdiction in the aforesaid courts for any reason; (b) that it or its property is exempt or immune from jurisdiction of anysuch court or from any legal process commenced in such courts; and (c) that (i) any of the aforesaid courts is an inconvenient or inappropriate forum forsuch action or proceeding, (ii) venue is not proper in any of the aforesaid court, and (iii) this Agreement, or the subject matter hereof, may not be enforcedin or by any of the aforesaid courts.

Section 12.10 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the sameagreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Each Partyacknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executedcounterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portabledocument format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each suchfacsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable documentformat (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature ordelivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable requestof the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as ofthe date of the initial date thereof) and delivered in person, by mail or by courier.

Section 12.11 Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions ofthis Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitablerelief in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights andremedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequatecompensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirementsfor the securing or posting of any bond with such remedy are waived by each of the Parties.

Section 12.12 Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed awaiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party inexercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice anyother or further exercise thereof or the exercise of any other right, power or privilege.

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Section 12.13 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affectin any way the meaning or interpretation of this Agreement.

Section 12.14 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that adocument shall be interpreted or construed against a drafter of such document shall not be applicable.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above.

NETGEAR, INC.

By: /s/ Patrick C.S. Lo Name: Patrick C.S. Lo Title: Chairman and Chief Executive Officer

ARLO TECHNOLOGIES, INC.

By: /s/ Brian Busse Name: Brian Busse Title: General Counsel

[ Signature Page to Registration Rights Agreement ]

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Exhibit99.1

NETGEARandArloAnnounceClosingofInitialPublicOffering

SANJOSE,Calif.—August7,2018— NETGEAR, Inc. (NASDAQ: NTGR) and Arlo Technologies, Inc. (NYSE: ARLO) (“Arlo”), today announcedthe closing of Arlo’s initial public offering (“IPO”) of 11,747,250 shares of Arlo’s common stock at a price to the public of $16.00 per share, whichincluded the underwriters’ full exercise of their option to purchase 1,532,250 shares to cover over-allotments. The shares began trading on the New YorkStock Exchange under the symbol “ARLO” on August 3, 2018.

Upon the closing of the IPO, NETGEAR owned approximately 84.2% of the shares of Arlo’s outstanding common stock. This is based on 74,247,250shares of Arlo’s common stock outstanding following the IPO.

BofA Merrill Lynch, Deutsche Bank Securities and Guggenheim Securities acted as lead book-running managers for the offering. Raymond James, Cowenand Imperial Capital acted as joint book-running managers for the offering.

The offering was made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained from BofA Merrill Lynch, 200North College Street, 3rd Floor, Charlotte NC 28255-0001, Attn: Prospectus Department or by e-mailing: [email protected]; fromDeutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005 or by telephone at 800-503-4611 or bye-mailing: [email protected]; or from Guggenheim Securities, LLC, Attn: Equity Syndicate Department, 330 Madison, 8th Floor, New York, NY10017, or by telephone at (212) 518-9658, or by email to [email protected].

A registration statement relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This pressrelease shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction inwhich such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AboutNETGEAR,Inc.

NETGEAR (NASDAQ: NTGR) is a global networking company that delivers innovative products to consumers, businesses and service providers.NETGEAR’s products are built on a variety of proven technologies such as wireless (WiFi and LTE), Ethernet and powerline, with a focus on reliabilityand ease-of-use. The product line consists of wired and wireless devices that enable networking, broadband access and network connectivity. Theseproducts are available in multiple configurations to address the needs of the end-users in each geographic region in which NETGEAR’s products are sold.NETGEAR products are sold in approximately 27,000 retail locations around the globe, and through approximately 23,000 value-added resellers, as well asmultiple major cable, mobile and wireline service providers around the world. NETGEAR’s headquarters are in San Jose, Calif., with additional offices inapproximately 25 countries.

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AboutArloTechnologies,Inc.

Arlo (NYSE: ARLO) is the award-winning, industry leader that is transforming the way people experience the connected lifestyle. Arlo’s deep expertise inproduct design, wireless connectivity, cloud infrastructure and cutting-edge AI capabilities focuses on delivering a seamless, smart home experience forArlo users that is easy to setup and interact with every day. Arlo’s cloud-based platform provides users with visibility, insight and a powerful means to helpprotect and connect in real-time with the people and things that matter most, from any location with a Wi-Fi or a cellular connection. To date, Arlo haslaunched several categories of award-winning smart connected devices, including wire-free smart Wi-Fi and LTE-enabled cameras, advanced babymonitors and smart security lights.

© 2018 NETGEAR, Inc., NETGEAR and the NETGEAR logo are trademarks and/or registered trademarks of NETGEAR, Inc. and certain of its affiliates inthe United States and/or other countries. Arlo Technologies, Inc., Arlo and the Arlo logo are trademarks and/or registered trademarks of ArloTechnologies, Inc. and/or certain of its affiliates in the United States and/or other countries. Other brand and product names are for identification purposesonly and may be trademarks or registered trademarks of their respective holder(s). The information contained herein is subject to change without notice.Neither NETGEAR nor Arlo shall be liable for technical or editorial errors or omissions contained herein. All rights reserved.

Cautionary Statement Regarding Forward-Looking Statements:

Statements in this press release contain forward-looking statements that are subject to substantial risks and uncertainties. Any statements contained hereinthat are not statements of historical fact may be deemed to be forward-looking statements. The words “anticipate,” “expect,” “believe,” “will,” “may,”“should,” “estimate,” “project,” “outlook,” “forecast” or other similar words are used to identify such forward-looking statements. However, the absenceof these words does not mean that the statements are not forward-looking. The forward-looking statements represent NETGEAR’s or Arlo’s expectations orbeliefs concerning future events based on information available at the time such statements were made and include statements regarding the initial publicoffering of Arlo. These statements are based on management’s current expectations and are subject to certain risks and uncertainties, including, amongothers, market conditions, unforeseen regulatory issues and the failure to satisfy any of the conditions to such transaction that may cause results to differmaterially from the statements set forth in this press release. Further, certain forward-looking statements are based on assumptions as to future events thatmay not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-lookingstatements. Further information on potential risk factors that could affect NETGEAR and Arlo and their respective businesses are detailed in NETGEAR’sand Arlo’s filings with the U.S. Securities and Exchange Commission. Given these circumstances, you should not place undue reliance on these forward-looking statements. NETGEAR and Arlo undertake no obligation to release publicly any revisions to any forward-looking statements contained herein toreflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

MediaRelations:[email protected]

Investors:

NETGEAR Investor Relations

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[email protected]

Arlo Investor [email protected]

Source: NETGEAR-FSource: Arlo-F

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Exhibit99.2

NETGEARAppointsBryanMurrayasChiefFinancialOfficer

SANJOSE,California–August7,2018-NETGEAR, Inc. (NASDAQ: NTGR), a global networking company that delivers innovative networking andInternet connected products to consumers and growing businesses, today announced that Bryan Murray has been appointed as the company’s ChiefFinancial Officer (CFO), effective August 7, 2018. He succeeds Christine Gorjanc, the company’s former Chief Financial Officer, who is assuming the roleof Chief Financial Officer at Arlo Technologies, Inc.

“We are very pleased to have Bryan assume the role of Chief Financial Officer at NETGEAR. As a seasoned leader within our finance organization andsenior management team, I have full confidence that he will successfully guide our organization forward in the years to come,” said Patrick Lo, Chairmanand Chief Executive Officer of NETGEAR.

“Additionally, we would like to thank Christine for her 13 years of service to the company,” Mr. Lo continued. “Our business experienced significantgrowth and transformation under her leadership, during which she built a best in class finance organization. We know that she will now bring that sameleadership and focus to Arlo Technologies.”

Bryan Murray has been with NETGEAR for over 16 years serving in various management roles within the Finance organization. Prior to assuming the roleof CFO, he served as NETGEAR’s Vice President of Finance and Corporate Controller. Before joining NETGEAR in 2001, he worked in public accountingat Deloitte. He holds a B.A. from the University of California, Santa Barbara and is licensed as a Certified Public Accountant.

“NETGEAR has over twenty years of history as the innovative leader in consumer and SMB networking,” commented Mr. Murray. “I look forward tomaintaining our track-record of financial discipline and success, while delivering on our vision for the future of the company.”

AboutNETGEAR,Inc.

NETGEAR (NASDAQ: NTGR) is a global networking company that delivers innovative products to consumers, businesses and service providers. TheCompany’s products are built on a variety of proven technologies such as wireless (WiFi and LTE), Ethernet and powerline, with a focus on reliability andease-of-use. The product line consists of wired and wireless devices that enable networking, broadband access and network connectivity. These products areavailable in multiple configurations to address the needs of the end-users in each geographic region in which the Company’s products are sold. NETGEARproducts are sold in approximately 27,000 retail locations around the globe, and through approximately 23,000 value-added resellers, as well as multiplemajor cable, mobile and wireline service providers around the world. The company’s headquarters are in San Jose, Calif., with additional offices inapproximately 25 countries. More information is available at http://investor.netgear.com or by calling (408) 907-8000.

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© 2018 NETGEAR, Inc. NETGEAR, and the NETGEAR logo are trademarks or registered trademarks of NETGEAR, Inc. and its affiliates in the UnitedStates and/or other countries. The information contained herein is subject to change without notice. NETGEAR shall not be liable for technical or editorialerrors or omissions contained herein. All rights reserved.

Contact:NETGEAR Investor RelationsChristopher [email protected]

Source:NETGEAR-F

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