Pham

I. BACKGROUND

A. Arlo’s Initial Public Offering and FFP Arlo is a Delaware corporation with its principal place of business in California. It sells network-connected home security cameras, monitoring systems, and monitoring services. Prior to its initial public offering (IPO), Arlo was a subsidiary of NETGEAR. Through its IPO, which occurred in August 2018, Arlo became an independent company. Prior to the IPO, Arlo adopted Article XIV.B to its Amended and Restated Certificate of Incorporation, which provides: “Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of

1 Undesignated statutory references are to Title 15 of the United States Code.

2 action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Certificate.” Arlo publicly disclosed its Amended and Restated Certificate of Incorporation as Exhibit 3.1 to a registration…