Amendment to Agreement to Contribute Stock dated December 28, 2011

This Amendment to Agreement to Contribute Stock dated December 28, 2011 (this “Amendment”) is made as of May 11, 2015, by and between GoPro, Inc., a Delaware corporation (f/k/a Woodman Labs, Inc., the “Company”), Nicholas Woodman (“Woodman”) and the Woodman Family Trust under Trust Agreement dated March 11, 2011 (the “Trust”), and amends that certain letter agreement entitled “Agreement to Contribute Stock” dated December 28, 2011, by and between the Company, Woodman and the Trust (the “Contribution Letter Agreement”) as set forth herein. All references to capital stock in this Amendment reflect the 3:1 forward split of the Company’s capital stock in July 2012 and the reclassification of the Company’s Common Stock into Class B Common Stock in June 2014.

WHEREAS, the Company and Neil Dana (“Dana”) previously entered that certain Stock Option Agreement, dated June 28, 2011, by and between the Company and Dana (the “Option Agreement”), pursuant to which Dana was granted an option to purchase 6,584,427 shares of the Company’s Class B Common Stock (the “Shares”).

WHEREAS, Woodman and Dana previously entered that certain letter agreement entitled “Agreements with Respect to Compensation” dated December 28, 2011, by and between Woodman and Dana (“Dana Letter Agreement”).

WHEREAS, Woodman is Co-Trustee with Jill R. Woodman of the Trust and, pursuant to the Contribution Letter Agreement, Woodman previously agreed to honor his obligations with respect to certain capital stock contributions under the Dana Letter Agreement through shares of Class B Common Stock held by the Trust.

WHEREAS, pursuant to the Contribution Letter Agreement, should Dana ever exercise any of the Shares subject to the Option Agreement, Woodman agreed to contribute back to the Company for no additional consideration an equal number of shares of Class B Common Stock owned by Woodman or the Trust and the Company agreed for Woodman or the Trust to do the same.

WHEREAS, pursuant to the Contribution Letter Agreement, to date Woodman has contributed back to the Company 1,906,247 shares of the Class B Common Stock owned by the Trust (“Prior Contributions”).

WHEREAS, as a result of the Prior Contributions, Woodman and/or the Trust are currently obligated under the Contribution Letter Agreement to contribute a maximum of 4,678,180 shares of Class B Common Stock back to the Company (the “Balance Shares”) upon future exercises by Dana of Shares subject to the Option Agreement.

WHEREAS, the Company, Woodman and the Trust now desire to amend the Contribution Letter Agreement to provide for the contribution of all the Balance Shares to the Company on May 11, 2015 in a single contribution without regard to whether Dana exercises any Shares subject to the Option Agreement on such date or in the future.

WHEREAS, the Contribution Letter Agreement may be amended only with the written consent of Company, Woodman and the Trust.

NOW, THEREFORE, In consideration of the promises and the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the parties hereto agree as follows:

1.     Amendments to Contribution Letter Agreement.

a.     The following language shall be added to the end of Section 1 (Contribution) of the Contribution Letter Agreement:

“Notwithstanding the foregoing, on May 11, 2015, the Company, Woodman and the Trust agree that the Trust shall make a Contribution of 4,678,180 shares of the Company’s Class B Common Stock (the “Final Contribution”) and effective upon the consummation of such Final Contribution, Woodman and the Trust will have no further obligations under this Agreement and this Agreement will terminate in its entirety. Furthermore, Woodman, the Trust and the Company hereby agree that, to consummate such Final Contribution, the Trust and the Company shall execute and deliver to the Company a completed and executed Contribution Agreement in substantially the form attached hereto as Exhibit B.”

b.    Exhibit A to this Amendment shall be added as Exhibit B to the Contribution Letter Agreement.

2.    No Other Amendments. Except as expressly set forth above, all of the terms and conditions of the Contribution Letter Agreement remain in full force and effect.

Jack Lazar, Chief Financial Officer