GPRO · GoPro, Inc. · Debt

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A” (the “Convertible Debentures”) in the aggregate principal amount of up to $50,000,000 (the “Subscription Amount”), which shall be convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Shares”) (as converted, the “Conversion Shares”), of which $25,000,000 shall be purchased upon the signing this Agreement (the “First Closing”), $5,000,000 shall be purchased on the Business Day immediately prior to the filing of the initial Registration Statement (as defined in the Registration Rights Agreement) (the “Second Closing”), and $20,000,000 shall be purchased on or about the second Business Day following the satisfaction (or waiver in accordance with the terms of Section 9(k)) of the conditions set forth in Section 6 and 7 hereof (the “Third Closing”) (individually referred to as a “Closing” and collectively referred to as the “Closings”), at a purchase price equal to 97% of the Subscription Amount (the “Purchase Price”) in the respective amounts set forth opposite the Buyers name on Schedule I to this Agreement;

Issuer evidence: THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 27, 2026, is between GOPRO, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 3025 Clearview Way, San Mateo, CA (the “Company”), and the investor listed on the Schedule of Buyers attached as Schedule I hereto (the “Buyer”).

Supporting evidence: WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A” (the “Convertible Debentures”) in the aggregate principal amount of up to $50,000,000 (the “Subscription Amount”), which shall be convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Shares”) (as converted, the “Conversion Shares”), of which $25,000,000 shall be purchased upon the signing this Agreement (the “First Closing”), $5,000,000 shall be purchased on the Business Day immediately prior to the filing of the initial Registration Statement (as defined in the Registration Rights Agreement) (the “Second Closing”), and $20,000,000 shall be purchased on or about the second Business Day following the satisfaction (or waiver in accordance with the terms of Section 9(k)) of the conditions set forth in Section 6 and 7 hereof (the “Third Closing”) (individually referred to as a “Closing” and collectively referred to as the “Closings”), at a purchase price equal to 97% of the Subscription Amount (the “Purchase Price”) in the respective amounts set forth opposite the Buyers name on Schedule I to this Agreement;

Supporting evidence: WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A” (the “Convertible Debentures”) in the aggregate principal amount of up to $50,000,000 (the “Subscription Amount”), which shall be convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Shares”) (as converted, the “Conversion Shares”), of which $25,000,000 shall be purchased upon the signing this Agreement (the “First Closing”), $5,000,000 shall be purchased on the Business Day immediately prior to the filing of the initial Registration Statement (as defined in the Registration Rights Agreement) (the “Second Closing”), and $20,000,000 shall be purchased on or about the second Business Day following the satisfaction (or waiver in accordance with the terms of Section 9(k)) of the conditions set forth in Section 6 and 7 hereof (the “Third Closing”) (individually referred to as a “Closing” and collectively referred to as the “Closings”), at a purchase price equal to 97% of the Subscription Amount (the “Purchase Price”) in the respective amounts set forth opposite the Buyers name on Schedule I to this Agreement;