X0206 3/A 2016-10-19 2016-10-19 0 0001388658 iRhythm Technologies, Inc. IRTC 0001534522 Norwest Venture Partners XI, LP 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001089744 HAQUE PROMOD 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001535261 Crowe Jeffrey 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001576176 Howard Matthew D. 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO CA 94301 0 0 1 0 0001614660 Norwest Venture Partners XII, LP 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO CA 94301 0 0 1 0 Series D Convertible Preferred Stock Common Stock 786864 D Series E Convertible Preferred Stock Common Stock 397883 D Series D Convertible Preferred Stock Common Stock 786864 I By Limited Partnership Series E Convertible Preferred Stock Common Stock 397883 I By Limited Partnership The securities shown on Line 1 and 2 of Table II represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of their positions as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messers Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. The Series D Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series E Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The Series D Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. The securities shown on Line 3 and 4 of Table II represent securities held of record by Norwest Venture Partners XII, LP ("NVP XII"). By virtue of their positions as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XII, Promod Haque, Jeffrey Crowe and Matthew D. Howard may be deemed to share voting and dispositive power with respect to such securities. Messers Haque, Crowe and Howard disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. The Series E Convertible Preferred Stock shall automatically convert into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date. /s/ Kurt Betcher, As Attorney in-fact 2016-10-21