|
|
Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by
Ashigrace.
Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as
filed as Exhibit 10.1 to the Issuers Form 8-K filed May 28, 2021 (the Agreement), among (i) the Issuer, (ii) Accel-KKR Capital Partners
CV III, LP (AKKR III), (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP (AKKR Growth II SF), (iv) Accel-KKR Growth Capital Partners
II, LP (AKKR Growth II), (v) Accel-KKR Growth Capital Partners III, LP (AKKR Growth III), (vi) Accel-KKR Members Fund, LLC (AKKR
Members and, collectively, with AKKR III, AKKR Growth II SF, AKKR Growth II and AKKR Growth III, the AKKR Funds), (vii) KKR-AKI Investors, LLC
(KKR-AKI), (viii) the Reporting Person, (ix) Ashigrace, (x) Trust A, (xi) Trust B, (xii) Trust C, (xiii) Trust D, (xiv) The Ruma Sharma Trust (together with the Reporting
Person, Ashigrace, Trust A, Trust B, Trust C and Trust D, the Sharma Investors and collectively together with the AKKR Funds and KKR-AKI, the Investor Parties), each of the Investor
Parties have agreed to certain arrangements, as described under Section 2(a) and Section 2(d) of the Agreement, including to vote all of the shares of Class A common stock and Class B common stock beneficially owned by such
Investor Party, and to procure the vote of its affiliates, to cause the election of certain persons to the Issuers board of directors.
As party to the Agreement, the Reporting Person may be deemed to be a part of a group pursuant to Rule
13d-3(a) with the AKKR-Funds and KKR-AKI. Such group would be deemed to beneficially own an aggregate of 2,380,950 shares of Class A common stock and
104,480,226 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock and shares of Class B common stock issuable upon exercise of outstanding options exercisable within 60 days of the date
of this filing, or 88.3% of the Issuers outstanding Class A common stock calculated pursuant to Rule 13d-3(d). The Reporting Person expressly disclaims membership in any such group and
disclaims beneficial ownership of, and the responses to Items 5 through 9 of the cover page to this Schedule 13G do not reflect, any securities that the Reporting Person may be deemed to beneficially own solely by reason of the Agreement, which
securities are separately reported on a Schedule 13G filed by the AKKR Funds on February 14, 2022.
|