Amendment No. 4 to the Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated April 7, 2020

THIS AMENDMENT NO.4 TO THE INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of April 7, 2020 by and among NerdWallet, Inc., a Delaware corporation (the “Company”), and the undersigned Investors (the “Amending Investors”). Unless otherwise indicated, capitalized terms used in this Amendment but not defined herein shall have the meaning given to them in the Rights Agreement (as defined below).

WHEREAS, the Company has entered into the Investors’ Rights Agreement, dated January 30,

2015 (the “Rights Agreement”), with the Amending Investors and certain other purchasers of the

Company’s securities;

WHEREAS, in accordance with Section 6.6 of the Rights Agreement, any term of the Rights Agreement may be amended or modified with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; and

WHEREAS, the Company and the Amending Investors (who hold a majority of the outstanding Registrable Securities), on behalf of themselves and the other Investors, desire to amend the Rights Agreement as set forth below:

NOW, THEREFORE, in consideration of the mutual agreements contained in this Amendment, the parties hereto agree as follows:

“Insurance. The Company shall use its commercially reasonable efforts to obtain, within forty-five (45) days of the date hereof, from financially sound and reputable insurers Directors and Officers liability insurance and term “key-person” insurance on Tim Chen, each in an amount and on terms and conditions satisfactory to the Board of Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors determines that such insurance should be discontinued. The key-person policy shall name the Company as a loss payee, and neither policy shall be cancelable by the Company without prior approval by the Board of Directors including at least one Series A Director. Notwithstanding any other provision of this Section 5.1 to the contrary, for so long as a Series A Director (as defined in the Company’s Certificate of Incorporation) is serving on the Board of Directors, the Company shall not cease to maintain a Directors and Officers liability insurance policy in an amount of at least $5,000,000 unless approved by at least one Series A Director, and the Company shall annually, within one hundred twenty (120) days after the end of each fiscal year of the Company, deliver to the Series A Purchasers a certification that such a Directors and Officers liability insurance policy remains in effect. Each Key Holder hereby covenants and agrees that, to the extent such Key Holder is named under such key-person policy, such Key Holder will execute and deliver to the Company, as reasonably requested, a written notice and consent form with respect to such policy.”

“Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of at least one Series A Director.”

“Employee Stock. Unless otherwise approved by the Board of Directors, including at least one Series A Director, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand- off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, including at least one Series A Director, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.”

“Matters Requiring Investor Director Approval. So long as the holders of Series A Preferred Stock are entitled to elect a Series A Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of at least one Series A Director:”.

2.3.    This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.