RNG Ringcentral Inc

Item 1.01. Entry into a Material Definitive Agreement.

On November 9, 2021, RingCentral, Inc. (“RingCentral” or the “Company”) announced that the Company has entered into a strategic partnership with Mitel US Holdings, Inc. (“MUSHI”) and certain of its affiliates (collectively, “Mitel”). In connection with the strategic partnership, RingCentral entered into various agreements, including (i) a Purchase and Sale Agreement with MUSHI and, solely for the limited purposes set forth therein, Mitel Networks (International) Limited (“MNIL”), (ii) a Framework Agreement with MUSHI, Mitel Networks, Inc. (“MNI”), and, for limited purposes set forth therein, MNIL, (iii) an Investment Agreement with Searchlight II MLN, L.P. (“Searchlight Investor”), and (iv) certain other related agreements.

Purchase and Sale Agreement

On November 8, 2021, RingCentral entered into a Purchase and Sale Agreement with MUSHI and, solely for the limited purposes set forth therein, MNIL, which sets forth, among other things, the principal terms and conditions of the Company’s acquisition and license of certain intellectual property rights related to CloudLink and MiCloud Connect (the “Purchased Assets”). The Company will pay up to $650,000,000 as consideration for the Purchased Assets, consisting of $300,000,000 in the form of cash paid at closing, approximately $300,000,000 in the form of 1,281,504 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock” and such shares, the “Purchase Share Consideration”) paid at closing (at a per share value of $234.10, which is equal to the closing price of the Class A Common Stock on the New York Stock Exchange on November 5, 2021), and up to $50,000,000, which was held back to cover potential claims and certain events postclosing and is payable after closing in the form of, at the Company’s sole election, cash or shares of Class A Common Stock. The transactions contemplated by the Purchase and Sale Agreement were consummated on November 9, 2021 and RingCentral and MUSHI entered into a License Agreement, dated as of November 9, 2021, pursuant to which RingCentral granted MUSHI a limited license to the Purchased Assets.

The Purchase and Sale Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference, and the foregoing summary of the Purchase and Sale Agreement is qualified in its entirety by reference to Exhibit 10.1.

Framework Agreement

On November 8, 2021, RingCentral entered into a Framework Agreement and other related agreements, effective as of November 9, 2021, with MUSHI, MNI, and, solely for the limited purposes set forth therein, MNIL, governing the terms of the commercial arrangement between the parties. Under the Framework Agreement, RingCentral will be Mitel’s exclusive provider of UCaaS offerings and exclusive provider for cloud communications applications. Pursuant to the agreement, Mitel will be marketing and selling RingCentral MVP and certain other RingCentral services, and RingCentral will pay compensation to Mitel in connection with sales of RingCentral products to Mitel customers, which compensation will be paid in the form of cash and/or shares of Class A Common Stock. The Framework Agreement has a multiyear term and can be earlier terminated by the parties under certain circumstances set forth therein.

Investment Agreement and Designation of Series A Preferred Stock

On November 8, 2021, RingCentral entered into the Investment Agreement, pursuant to which RingCentral sold to Searchlight Investor, in a private placement exempt from registration under the Securities Act of 1933, as amended, (the “Securities Act”), 200,000 shares of newly-issued Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $200 million. The Series A Preferred Stock issued to Searchlight Investor pursuant to the Investment Agreement is convertible into shares of RingCentral’s Class A common stock, par value $0.0001 per share, at a conversion price of $269.22 per share. The transactions contemplated by the Investment Agreement were consummated on November 9, 2021.

The Series A Preferred Stock ranks senior to the shares of the Company’s Class A common stock and Class B common stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation or winding up of the affairs of the Company. The Series A Preferred Stock is a zero coupon, perpetual preferred stock, with a liquidation preference of $1,000 per share and other customary terms, including with respect to mandatory conversion and change of control premium under certain circumstances.

Holders of Series A Preferred Stock will be entitled to vote with the holders of the Class A common stock and Class B common stock on an as-converted basis. Holders of the Series A Preferred Stock will be entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse impact on the rights, preferences, privileges or voting power of the Series A Preferred Stock, authorizations or issuances of Company capital stock, or other securities convertible into capital stock, that is senior to, or equal in priority with, the Series A Preferred Stock, and increases or decreases in the number of authorized shares of Series A Preferred Stock.

RingCentral filed a Certificate of Designations of the Series A Preferred Stock with the Secretary of the State of Delaware on November 9, 2021 setting forth the powers, preferences and rights, and the qualifications, limitations and restrictions, of the Series A Preferred Stock.

The Investment Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference, and the foregoing summary of the Investment Agreement is qualified in its entirety by reference to Exhibit 10.2.

Registration Rights Agreements

On November 8, 2021, RingCentral entered into a Registration Rights Agreement with Searchlight Investor (the “Searchlight Registration Rights Agreement”) and a Registration Rights Agreement with MUSHI (the “Mitel Registration Rights Agreement”), each effective as of November 9, 2021, which provides the counterparty with, among other things, customary demand registration rights, subject to customary restrictions.

The Searchlight Registration Rights Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference, and the foregoing summary of the Searchlight Registration Rights Agreement is qualified in its entirety by reference to Exhibit 10.3. The Mitel Registration Rights Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference, and the foregoing summary of the MUSHI Registration Rights Agreement is qualified in its entirety by reference to Exhibit 10.4.

Investor Rights Agreement and Stockholder Rights Agreement

On November 8, 2021, RingCentral entered into an Investor Rights Agreement with Searchlight Investor (the “Searchlight Investor Rights Agreement”), and a Stockholder Rights Agreement with MUSHI ( the “Mitel Investor Rights Agreement”), each effective as of November 9, 2021. Such agreements contain customary terms

, including transfer restrictions, standstill restrictions, and voting commitments, pursuant to which the stockholder must vote in favor of each nominee or director nominated by the Board (or any committee thereof) and against the removal of any director nominated by the Board (or any committee thereof), certain exceptions.