RingCentral, Inc.:
(1) Sole Voting Power: 7,812,500
(2) Shared Voting Power: 0
(3)
Sole Dispositive Power: 7,812,500
(4) Shared Dispositive Power: 0
(5) Percent of Class: 6.57%
Except as set forth in this Item 5, none of RingCentral, nor any person named on Annex 1, beneficially owns any shares of the Issuer.
(c) Except as disclosed elsewhere in this Statement, none of RingCentral, nor, to the best of
RingCentrals knowledge without independent verification, any person named on Annex 1, effected any transactions in the shares of the Issuer in the last 60 days.
(d) To best of the knowledge of RingCentral, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer covered by this Statement.
(e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The information set forth in Items 3, 4 and 5 of this Statement is incorporated by reference into this Item 6.
In connection with the transaction as set forth in Items 3 and 4, RingCentral entered into an Investor Rights Agreement (the Investor
Rights Agreement) with the Issuer on October 31, 2019. The Issuer also filed the Certificate of Designations with the Secretary of State of the State of Delaware on October 30, 2019 setting forth the terms, rights, obligations and
preferences of the Series A Preferred Stock. Both are described in greater detail below.
Investor Rights Agreement
Pursuant to the terms of the Investor Rights Agreement, among other things, from and after October 31, 2019 (the Closing),
until the first date (the Fall Away Date) on which RingCentral and its affiliates no longer hold or beneficially own, in the aggregate, a number of shares of Common Stock (calculated on an as converted to Common Stock basis) that is
equal to or greater than 4,759,339 shares (subject to certain adjustments) (the Investor Ownership Threshold), RingCentral is entitled to nominate one person (the RingCentral Nominee) to the board of the directors of the
Issuer (the Board). In addition, for so long as the Investor Ownership Threshold is met, RingCentral is subject to a voting agreement with respect to certain matters.
For as long as the RingCentral Nominee sits on the Board, RingCentral is subject to customary standstill provisions, has a consent right over
certain actions taken by Issuer, and has customary preemptive rights.
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