DRS/A

Confidential Draft Submission No. 2 submitted to the Securities and Exchange Commission on July 26, 2013.

This draft registration statement has not been publicly filed and all information herein remains strictly confidential.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

RINGCENTRAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	7372	94-3322844
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1400 Fashion Island Blvd., 7^th Floor,

San Mateo, California 94404

(650) 472-4100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Vladimir G. Shmunis

Chief Executive Officer

RingCentral, Inc.

1400 Fashion Island Blvd., 7^th Floor,

San Mateo, California 94404

(650) 472-4100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey D. Saper Nathaniel P. Gallon Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 John H. Marlow Senior Vice President and General Counsel RingCentral, Inc. 1400 Fashion Island Blvd., 7^th Floor, San Mateo, California 94404 (650) 472-4100 Eric C. Jensen Andrew S. Williamson Cooley LLP 101 California Street, 5^th Floor San Francisco, California 94111 (415) 693-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after of this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A Common Stock, $0.0001 par value per share	$	$

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

(2) Includes an additional             shares that the underwriters have the option to purchase.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated                     , 2013.

             Shares

Class A Common Stock

This is the initial public offering of Class A common stock of RingCentral, Inc. Prior to this offering, there has been no public market for our Class A common stock. RingCentral, Inc. is offering             shares of Class A common stock, and the selling stockholders are offering             shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. The initial public offering price of our Class A common stock is expected to be between $         and $         per share.

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to ten votes per share and will be convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately     % of the voting power of our outstanding capital stock following this offering.

We expect to apply for listing of our Class A common stock on the                     under the symbol “RNG.”

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements for so long as we remain an emerging growth company.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds to RingCentral, Inc., before expenses	$	$
Proceeds to selling stockholders, before expenses	$	$

We and the selling stockholders have granted the underwriters an option to purchase up to              additional shares of Class A common stock, with up to an additional              shares sold by us and up to an additional              shares sold by the selling stockholders.

The underwriters expect to deliver the shares of our Class A common stock on or about                     , 2013.

Goldman, Sachs & Co.	J.P. Morgan	BofA Merrill Lynch
Allen & Company LLC		Raymond James

Prospectus dated                     , 2013

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		10
Special Note Regarding Forward-Looking Statements		46
Industry and Market Data		47
Use of Proceeds		48
Dividend Policy		49
Capitalization		50
Dilution		52
Selected Consolidated Financial and Other Data		54
Management’s Discussion and Analysis of Financial Condition and Results of Operations		56
Business		88
Management		103
Executive Compensation		111
Certain Relationships and Related Party Transactions		123
Principal and Selling Stockholders		125
Description of Capital Stock		128
Shares Eligible for Future Sale		136
Material United States Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock		138
Underwriting		142
Legal Matters		148
Experts		148
Where You Can Find More Information		148
Index to Consolidated Financial Statements		F-1

Through and including                     , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus and in any related free writing prospectus prepared by or on behalf of us. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with information or to make any representations other than those contained in this prospectus or any related free writing prospectus. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

For investors outside the U.S.: neither we, the selling stockholders nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the U.S. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, especially the risks of investing in our Class A common stock discussed under “Risk Factors” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise noted or indicated by the context, the term “RingCentral” refers to RingCentral, Inc., and “we,” “us,” and “our” refer to RingCentral and its consolidated subsidiaries.

Overview

We are a leading provider of software-as-a-service, or SaaS, solutions for business communications. We believe that our innovative, cloud-based approach disrupts the large market for business communications solutions by providing flexible and cost-effective services that support distributed workforces, mobile employees and the proliferation of “bring-your-own” communications devices. We enable convenient and effective communications for our customers across all their locations, all their employees, all the time, thus fostering a more productive and dynamic workforce. RingCentral Office, our flagship service, is a multi-user, enterprise-grade communications solution that enables our customers and their employees to communicate via voice, text and fax, on multiple devices, including smartphones, tablets, PCs and desk phones.

Traditionally, businesses have used on-premise hardware-based communications systems, commonly referred to as private branch exchanges, or PBXs. These systems generally require specialized and expensive hardware that must be deployed at every business location and are primarily designed for employees working only at that location and using only their desk phones. In addition, these systems generally require significant upfront investment and ongoing maintenance and support costs. Furthermore, according to Gartner’s April 2013 report entitled “Bring Your Own Device: The Facts and the Future,” by 2017, half of employers will require their employees to supply their own devices for work purposes. We believe that this trend will create additional challenges for businesses using legacy communications solutions.

Our solutions have been developed with a mobile-centric approach and can be configured, managed and used from a smartphone or tablet. We have designed our user interfaces to be intuitive and easy to use for both administrators and end-users. We believe that we can provide substantial savings to our customers because our services do not require the significant upfront investment in on-premise infrastructure hardware or ongoing maintenance costs commonly associated with on-premise systems. Our solutions generally use existing broadband connections. We design our solutions to be delivered to our customers with high reliability and quality of service using our proprietary high-availability and scalable infrastructure.

The market for business communications solutions is large. According to Infonetics Research, from 2008 through 2012, there were 61 million PBX lines sold in North America. Assuming our current base selling price of approximately $20 per user per month, we believe that the potential replacement market is approximately $15 billion in North America. We also believe that this estimate significantly understates the potential market opportunity for our cloud-based solutions because a significant number of businesses today have not historically deployed a business communications system due to functionality limitations, cost and other factors.

We primarily generate revenues by selling subscriptions for our cloud-based services. We focus on acquiring and retaining our customers and increasing their spending with us through adding

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additional users, upselling current customers to premium service editions, and providing additional features and functionality. We market and sell our services directly, through both our website and inside sales teams, as well as indirectly through a network of over 1,000 resellers, including AT&T. We have a differentiated business model that reduces the time and cost to purchase, activate and begin using our services. We generally offer free trials to prospective customers, allowing them to evaluate our solutions before making a purchasing decision.

We have a diverse and growing customer base comprised of over 300,000 businesses across a wide range of industries, including advertising, consulting, finance, healthcare, legal, real estate, retail and technology. To date, we have focused our principal efforts on the market for small and medium-sized businesses, defined by IDC as less than 1,000 employees, in the U.S. and Canada. We are making investments in an effort to address medium-sized and larger customers. We also believe that there is an additional growth opportunity in international markets.

We have experienced significant growth in recent periods, with total revenues of $50.2 million, $78.9 million and $114.5 million in 2010, 2011 and 2012, respectively, generating year-over-year increases of 57% and 45%, respectively. We have continued to make significant expenditures and investments, including in research and development, brand marketing and channel development, infrastructure and operations, and incurred net losses of $7.3 million, $13.9 million and $35.4 million, in 2010, 2011 and 2012, respectively. For the three months ended March 31, 2012 and 2013, our total revenues were $24.8 million and $35.5 million, respectively, and our net losses were $9.7 million and $10.3 million, respectively.

Industry Background

Communications systems are critical to any business. In recent years, there have been significant changes in how people work and communicate with customers, co-workers and other third parties. Traditionally, business personnel worked primarily at a single office, during business hours, and utilized desk phones as their primary communications devices connected through a PBX. With the proliferation of smartphones and tablets that offer much of the functionality of PCs, combined with the pervasiveness of inexpensive broadband Internet access, businesses are increasingly working around the clock across geographically dispersed locations, and their employees are using a broad array of communications devices and utilizing text, along with voice and fax, for business communications.

These changes have created new challenges for business communications. Traditional on-premise systems are generally not designed for workforce mobility, “bring-your-own” communications device environments, or the use of multiple communication channels, including text. Today, businesses require flexible, location- and device-agnostic communications solutions that provide users with a single identity across multiple locations and devices.

Fundamental advances in cloud technologies have enabled a new generation of business software to be delivered as a service over the Internet. Today, mission-critical applications such as customer relationship management, human capital management, enterprise resource planning and information technology, or IT, support are being delivered securely and reliably to businesses through cloud-based platforms. While on-premise systems typically require significant upfront and ongoing costs, as well as trained and dedicated IT personnel, cloud-based services enable cost-effective and easy delivery of business applications to users regardless of location or access device.

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We believe that there is a significant opportunity to leverage the benefits of cloud computing to provide next-generation, cloud-based business communications solutions that address the new realities of workforce mobility, multi-device environments and multi-channel communications, thereby enabling people to communicate the way they do business.

Our Solutions

Our cloud-based business communications solutions provide a single user identity across multiple locations and devices, including smartphones, tablets, PCs and desk phones, and allow for communication across multiple channels, including voice, text and fax. Our proprietary solutions enable a more productive and dynamic workforce, and have been architected using industry standards to meet modern business communications requirements, including workforce mobility, “bring-your-own” communications device environments and multiple communications channels.

The key benefits of our solutions include:

Ÿ Location Independence.    We seamlessly connect distributed and mobile users, enabling employees to communicate with a single identity whether working from a central location, a branch office, on the road, or at home.

Ÿ Device Independence. Our solutions are designed to work with a broad range of devices, including smartphones, tablets, PCs and desk phones, enabling businesses to successfully implement a “bring-your-own” communications device strategy.

Ÿ Instant Activation; Easy Account Management.    Our solutions are designed for rapid deployment and ease of management. Our simple and intuitive graphical user interfaces allow administrators and users to set up and manage their business communications system with little or no IT expertise, training or dedicated staffing.

Ÿ Scalability.    Our cloud-based solutions scale easily and efficiently with the growth of our customers. Customers can add users, regardless of their location, without having to purchase additional infrastructure hardware or software upgrades.

Ÿ Lower Cost of Ownership.    We believe that our customers experience significantly lower cost of ownership compared to legacy on-premise systems. Using our cloud-based solutions, our customers can avoid the significant upfront costs of infrastructure hardware, software, ongoing maintenance and upgrade costs, and the need for dedicated and trained IT personnel.

Ÿ Seamless and Intuitive Integration with Other Cloud-Based Applications.    Our platform provides seamless and intuitive integration with multiple popular cloud-based business applications such as salesforce.com, Google Drive, Box and Dropbox.

Our Competitive Strengths

Our competitive strengths include:

Ÿ Proprietary Core Technology Platform.    We have developed our core multi-tenant, cloud-based, high-availability, scalable platform in-house over several years using industry standards. Our platform incorporates our communications and messaging services, delivery and billing infrastructure and open application programming interfaces, or APIs, for integration with third parties.

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Ÿ Mobile-Centric Approach.    Our platform was developed with a mobile-centric approach and can be provisioned, configured, managed and used from a smartphone or tablet as well as from PCs and the Web.

Ÿ Rapid Innovation and Release Cycle.    We strive to continuously innovate in an effort to regularly release new features and functionality to our customers.

Ÿ Quality and Reliability of Service.    Our platform employs a number of technologies and tools to provide the quality of service that our customers expect while using their existing broadband connections.

Ÿ Effective Go-to-Market Strategy.    We employ a broad range of direct and indirect marketing channels to target potential customers, including search-engine marketing, search-engine optimization, referral, affiliate, radio and billboard advertising.

Our Growth Strategy

Key elements of our growth strategy include:

Ÿ Focus on Larger RingCentral Office Customers.    We believe that these larger customers are more likely to have employees working in distributed locations or multiple offices and are more likely to require additional services, purchase premium service editions, have higher retention rates and enter into longer-term contracts.

Ÿ Continue to Innovate.    We intend to continue to invest in development efforts to introduce new features and functionality to our customers.

Ÿ Grow Revenues from Existing Customers.    We intend to grow our revenues from our existing customers as they add new users and as we provide them with new features and functionality.

Ÿ Expand Our Distribution Channels.    Our indirect sales channel currently consists of a network of over 1,000 resellers, including AT&T. We intend to continue to foster these relationships and to develop additional relationships with other resellers.

Ÿ Scale Internationally.    To date, we have focused almost exclusively on the North American market. We believe that there is an additional growth opportunity for our cloud-based business communications solutions in international markets.

Risks Associated with Our Business

Investing in our common stock involves substantial risks, including, but not limited to, the following:

Ÿ Significant Losses.    We have incurred significant losses in the past and anticipate continuing to incur losses for the foreseeable future, and we may therefore not be able to achieve or sustain profitability in the future.

Ÿ Limited Operating History.    Our limited operating history makes it difficult to evaluate our current business and future prospects, which may increase the risk of your investment.

Ÿ Reliance on Third-Parties.    We rely on third parties to deliver all of our services, connectivity and certain features of our services. We also rely on third parties for software development, quality assurance and customer support.

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Ÿ Third-Party Facilities Risks.    Interruptions or delays in service from our third-party data center hosting facilities and co-location facilities could impair the delivery of our services and harm our business.

Ÿ Security Risks.    A security breach could delay or interrupt service to our customers, harm our reputation or subject us to significant liability.

Ÿ Threats of IP Infringement.     Accusations of infringement of third-party intellectual property rights could materially and adversely affect our business.

Ÿ Interruptions of Services.    Interruptions in our services, whether caused by us or third parties, could harm our reputation, result in significant costs to us and impair our ability to sell our services.

If we are unable to adequately address these and other risks we face, our business, financial condition, results of operations, and prospects may be materially and adversely affected. In addition, there are additional risks related to an investment in our common stock.

You should carefully read “Risk Factors” beginning on page 10 for an explanation of the foregoing risks before investing in our common stock.

Corporate Background and Information

We were incorporated in California in February 1999 and plan to reincorporate in Delaware immediately prior to or upon the closing of this offering. Our principal executive offices are located at 1400 Fashion Island Blvd., 7^th Floor, San Mateo, California 94404. The phone number of our principal executive offices is (650) 472-4100, and our main corporate website is www.ringcentral.com. The information on, or that can be accessed through, our website is not part of this prospectus.

We have rights to a number of marks used in this prospectus that are important to our business, including, without limitation, RingCentral, RingCentral Office, RingCentral Professional, RingCentral Fax and Plug&Ring. This prospectus also contains trademarks and trade names of other businesses that are the property of their respective holders. We have omitted the ^® and ™ designations, as applicable, for the trademarks we name in this prospectus.

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THE OFFERING

Class A common stock offered by us	shares
Class A common stock offered by selling stockholders	shares
Class A common stock to be outstanding after this offering	shares
Class B common stock to be outstanding after this offering	shares
Total Class A and Class B common stock to be outstanding after this offering	shares
Option to purchase additional shares of Class A common stock from us and the selling stockholders	shares
Use of proceeds	The principal purposes of this offering are to increase our financial flexibility, increase our visibility in the marketplace and create a public market for our Class A common stock. We intend to use the net proceeds that we receive from this offering for working capital or other general corporate purposes, including additional marketing expenditures, the expansion of our sales organization, international expansion and further development of our solutions. We may use a portion of the net proceeds to repay in part or in full the outstanding principal and accrued interest on our term loans with our two lenders, the outstanding principal of which totaled $18.0 million in aggregate as of March 31, 2013. We also may use a portion of the net proceeds for capital expenditures for expansion of our network infrastructure as we grow our customer base in the U.S. and internationally. In addition, we may use a portion of the proceeds for acquisitions of complementary businesses, technologies or other assets. We will not receive any of the proceeds from the sale of shares to be offered by the selling stockholders. See “Use of Proceeds” beginning on page 48.
Concentration of ownership	Upon completion of this offering, our directors, executive officers and 5% stockholders and their affiliates will beneficially own, in the aggregate, approximately         % of the voting power of our outstanding capital stock.
Proposed             symbol	“RNG”

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The total number of shares of our Class A and Class B common stock to be outstanding after this offering used in this prospectus is based on no shares of our Class A common stock and 53,516,680 shares of our Class B common stock (including preferred stock on an as converted basis and 336,967 shares issuable upon the exercise of our outstanding warrants) outstanding as of March 31, 2013, excluding:

Ÿ 3,738,378 shares of Class B common stock issuable upon the exercise of outstanding options as of March 31, 2013 granted pursuant to our 2003 Equity Incentive Plan at a weighted-average exercise price of $0.95 per share;

Ÿ 4,988,985 shares of Class B common stock issuable upon the exercise of outstanding options as of March 31, 2013 granted pursuant to our 2010 Equity Incentive Plan at a weighted-average exercise price of $4.75 per share;

Ÿ                  additional shares of Class A common stock, subject to increase on an annual basis, reserved for future issuance under our 2013 Equity Incentive Plan, which will become effective in connection with this offering, consisting of:

Ÿ             shares of our Class A common stock reserved for future grant or issuance under our 2013 Equity Incentive Plan, and

Ÿ             shares of our Class B common stock reserved for future grant or issuance under our 2010 Equity Incentive Plan, which shares will be added to the shares of our Class A common stock to be reserved under our 2013 Equity Incentive Plan upon its effectiveness.

Ÿ 336,967 shares of Class B common stock issuable upon exercise of outstanding warrants with a weighted-average exercise price of $2.87 per share.

Unless otherwise expressly stated or the context otherwise requires, all information contained in this prospectus (except for our historical financial statements) assumes:

Ÿ our reincorporation in Delaware immediately prior to or upon the completion of this offering;

Ÿ the reclassification of all of our common stock immediately prior to completion of this offering into an equivalent number of shares of our Class B common stock and the authorization of our Class A common stock;

Ÿ that our amended and restated certificate of incorporation, which we will file in connection with the completion of this offering, is in effect;

Ÿ the automatic conversion of all shares of our outstanding preferred stock into an aggregate of 30,368,527 shares of Class B common stock immediately prior to the completion of this offering and the automatic conversion of warrants to purchase 110,000 shares of our common stock and 226,967 shares of our preferred stock into warrants to purchase 336,967 shares of our Class B common stock upon completion of this offering; and

Ÿ no exercise of the underwriters’ option to purchase up to an additional              shares of our Class A common stock from us and the selling stockholders in this offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

You should read the summary consolidated financial data set forth below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

We have derived the following summary consolidated statements of operations data for the years ended December 31, 2010, 2011 and 2012 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated statements of operations data for the three months ended March 31, 2012 and 2013 and the summary consolidated balance sheet data as of March 31, 2013 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of our unaudited interim consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future, and the results for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013 or any other period.

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
	(in thousands, except per share amounts)
Consolidated Statement of Operations Data:
Revenues:
Services	$	46,385		$	71,915		$	105,693		$	22,745		$	32,273
Product		3,837			6,962			8,833			2,063			3,252
Total revenues		50,222			78,877			114,526			24,808			35,525
Cost of revenues:
Services(1)		17,915			26,475			36,215			8,130			10,709
Product		4,537			6,523			8,688			2,109			3,028
Total cost of revenues		22,452			32,998			44,903			10,239			13,737
Gross profit		27,770			45,879			69,623			14,569			21,788
Operating expenses:
Research and development(1)		7,208			12,199			24,450			5,023			7,504
Sales and marketing(1)		22,922			34,550			54,566			12,248			17,142
General and administrative(1)		4,934			12,969			24,434			7,021			6,550
Total operating expenses		35,064			59,718			103,450			24,292			31,196
Loss from operations		(7,294	)		(13,839	)		(33,827	)		(9,723	)		(9,408	)
Other income (expense), net:
Interest expense		(184	)		(158	)		(1,503	)		(40	)		(639	)
Other income (expense), net		172			109			32			55			(203	)
Other income (expense), net		(12	)		(49	)		(1,471	)		15			(842	)
Loss before provision for income taxes		(7,306	)		(13,888	)		(35,298	)		(9,708	)		(10,250	)
Provision for income taxes		1			15			92			21			12
Net loss	$	(7,307	)	$	(13,903	)	$	(35,390	)	$	(9,729	)	$	(10,262	)
Net loss per common share:
Basic and diluted	$	(0.35	)	$	(0.64	)	$	(1.58	)	$	(0.44	)	$	(0.45	)
Weighted-average number of shares used in computing net loss per share:
Basic and diluted		20,871			21,678			22,353			22,185			22,631
Pro forma net loss per share (unaudited):
Basic and diluted							$	(0.67	)				$	(0.19	)
Shares used in computing pro forma net loss per share (unaudited):
Basic and diluted								52,722						53,000

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(1) Share-based compensation expense is included in our results of operations as follows (in thousands):

	Year Ended December 31,						Three Months Ended March 31,
	2010		2011		2012		2012		2013
							(unaudited)		(unaudited)
Cost of services revenues	$	58	$	141	$	235	$	56	$	81
Research and development		111		260		837		131		275
Sales and marketing		340		297		651		131		179
General and administrative		311		490		1,379		173		579
Total share-based compensation expense	$	820	$	1,188	$	3,102	$	491	$	1,114

Consolidated Balance Sheet Data:

	As of March 31, 2013
	Actual			Pro Forma(1)			Pro Forma As Adjusted(2)
	(in thousands)
Cash and cash equivalents	$	22,320		$	22,320		$
Working capital (deficit)		(11,211	)		(11,211	)
Total assets		51,974			51,974
Deferred revenue		12,364			12,364
Debt and capital lease obligations, current and long-term		19,047			19,047
Convertible preferred stock		74,020			-
Total shareholders’ equity (deficit)		(8,615	)		(8,615	)

(1) The pro forma column reflects (i) the automatic conversion of all outstanding shares of preferred stock and common stock into an aggregate of 53,179,713 shares of Class B common stock immediately prior to the completion of this offering and (ii) the conversion of all warrants to purchase preferred stock and common stock into warrants to purchase an aggregate of 336,967 shares of Class B common stock, as if such conversions had occurred on March 31, 2013.

(2) The pro forma as adjusted column gives effect to the pro forma adjustments set forth in footnote 1 above and the sale by us of shares of Class A common stock in this offering, at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the sale of shares of Class A common stock by the selling stockholders.

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus, including our consolidated financial statements and the related notes, before making a decision to invest in our Class A common stock. The risks and uncertainties described below are not the only ones we face and include risks we consider material of which we are currently aware. If any of the following risks materialize, our business, financial condition, results of operations, and prospects could be materially harmed. In that event, the trading price of our Class A common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Our Industry

We have incurred significant losses and negative cash flows in the past and anticipate continuing to incur losses and negative cash flows for the foreseeable future, and we may therefore not be able to achieve or sustain profitability in the future.

We have incurred substantial net losses since our inception, including net losses of $7.3 million for fiscal 2010, $13.9 million for fiscal 2011, $35.4 million for fiscal 2012 and $10.3 million for the three months ended March 31, 2013, and had an accumulated deficit of $93.9 million as of March 31, 2013. Over the past year, we have spent considerable amounts of time and money to develop new business communications solutions and enhanced versions of our existing business communications solutions to position us for future growth. Additionally, we have incurred substantial losses and expended significant resources upfront to market, promote and sell our solutions and expect to continue to do so in the future. We also expect to continue to invest for future growth, including for advertising, customer acquisition, technology infrastructure, storage capacity, services development and international expansion. In addition, as a public company, we will incur significant accounting, legal and other expenses that we did not incur as a private company.

As a result of our increased expenditures, we will have negative operating cash flows for the foreseeable future and will have to generate and sustain increased revenues to achieve future profitability. Achieving profitability will require us to increase revenues, manage our cost structure and avoid significant liabilities. Revenue growth may slow, revenues may decline or we may incur significant losses in the future for a number of possible reasons, including general macroeconomic conditions, increasing competition, including competitive pricing pressures, a decrease in the growth of the markets in which we compete, or if we fail for any reason to continue to capitalize on growth opportunities. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, service delivery and quality problems and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed and our stock price could be volatile or decline.

Our limited operating history makes it difficult to evaluate our current business and future prospects, which may increase the risk of your investment.

Although we were incorporated in 1999, we did not formally introduce RingCentral Office, our current flagship service, until 2009. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing markets. If our assumptions regarding these uncertainties are incorrect or change in reaction to changes in our markets, or if we do not manage or address these risks successfully, our results of operations could differ materially from our expectations, and our business could suffer. Any success that we may experience in the future will depend, in large part, on our ability to, among other things:

Ÿ retain and expand our customer base;

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Ÿ increase revenues from existing customers as they add users and, in the future, purchase additional functionalities and premium service editions;

Ÿ successfully acquire customers on a cost-effective basis;

Ÿ improve the performance and capabilities of our services and applications through research and development;

Ÿ successfully expand our business domestically and internationally;

Ÿ successfully compete in our markets;

Ÿ continue to innovate and expand our service offerings;

Ÿ successfully protect our intellectual property and defend against intellectual property infringement claims;

Ÿ generate leads and convert potential customers into paying customers;

Ÿ maintain and enhance our third-party data center hosting facilities to minimize interruptions in the use of our services; and

Ÿ hire, integrate, and retain professional and technical talent.

Our quarterly and annual results of operations have fluctuated in the past and may continue to do so in the future. As a result, we may fail to meet or to exceed the expectations of research analysts or investors, which could cause our stock price to fluctuate.

Our quarterly and annual results of operations have varied historically from period to period, and we expect that they will continue to fluctuate due to a variety of factors, many of which are outside of our control, including:

Ÿ our ability to retain existing customers, expand our existing customers’ user base and attract new customers;

Ÿ our ability to introduce new solutions;

Ÿ the actions of our competitors, including pricing changes or the introduction of new solutions;

Ÿ our ability to effectively manage our growth;

Ÿ our ability to successfully penetrate the market for larger businesses;

Ÿ the mix of annual and multi-year subscriptions at any given time;

Ÿ the timing, cost and effectiveness of our advertising and marketing efforts;

Ÿ the timing, operating cost and capital expenditures related to the operation, maintenance and expansion of our business;

Ÿ service outages or security breaches and any related impact on our reputation;

Ÿ our ability to accurately forecast revenues and appropriately plan our expenses;

Ÿ our ability to realize our deferred tax assets;

Ÿ costs associated with defending and resolving intellectual property infringement and other claims;

Ÿ changes in tax laws, regulations, or accounting rules;

Ÿ the timing and cost of developing or acquiring technologies, services or businesses and our ability to successfully manage any such acquisitions; and

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Ÿ the impact of worldwide economic, industry and market conditions.

Any one of the factors above, or the cumulative effect of some or all of the factors referred to above, may result in significant fluctuations in our quarterly and annual results of operations. This variability and unpredictability could result in our failure to meet our internal operating plan or the expectations of securities analysts or investors for any period, which could cause our stock price to decline. In addition, a significant percentage of our operating expenses is fixed in nature and is based on forecasted revenues trends. Accordingly, in the event of revenue shortfalls, we may not be able to mitigate the negative impact on net income (loss) and margins in the short term. If we fail to meet or exceed the expectations of research analysts or investors, the market price of our shares could fall substantially, and we could face costly lawsuits, including securities class-action suits.

We rely on third parties to deliver all of our services, connectivity and certain features of our services.

We currently use the infrastructure of third-party network service providers, in particular, the services of Level 3 Communications, Inc. and Bandwidth.com, Inc., to deliver all of our services over their networks rather than deploying our own networks. Our service providers provide access to their Internet protocol, or IP, networks, and public switched telephone networks, or PSTN, and provide call termination and origination services, including 911 emergency calling in the U.S. and equivalent services in Canada and the United Kingdom, and local number portability for our customers. We expect that we will continue to rely heavily on third-party network service providers to provide these services for the foreseeable future. Historically, our reliance on third-party networks has reduced our operating flexibility and ability to make timely service changes, and we expect that this will continue for the foreseeable future. If any of these network service providers stop providing us with access to their infrastructure, fail to provide these services to us on a cost-effective basis, cease operations, or otherwise terminate these services, the delay caused by qualifying and switching to another third-party network service provider, if one is available, could have a material adverse effect on our business and results of operations.

In addition, we currently use and may in the future use third-party service providers to deliver certain features of our services. For example, we rely on Free Conference Call Global, LLC for conference calling features. If any of these service providers elects to stop providing us with access to their services, fails to provide these services to us on a cost-effective basis, ceases operations, or otherwise terminates these services, the delay caused by qualifying and switching to another third-party service provider, if one is available, or building a proprietary replacement solution could have a material adverse effect on our business and results of operations.

Finally, if problems occur with any of these third-party network or service providers, it may cause errors or poor call quality in our service, and we could encounter difficulty identifying the source of the problem. The occurrence of errors or poor call quality in our service, whether caused by our systems or a third-party network or service provider, may result in the loss of our existing customers, delay or loss of market acceptance of our services, termination of our relationships and agreements with our resellers, and may seriously harm our business and results of operations.

Interruptions or delays in service from our third-party data center hosting facilities and co-location facilities could impair the delivery of our services and harm our business.

We currently serve our North American customers from two data center hosting facilities located in northern California and northern Virginia, where we lease space from Equinix, Inc. In the near future, we expect to serve customers in Europe from two third-party data center hosting facilities in Amsterdam, the Netherlands, and Zurich, Switzerland. In addition, our wholly owned subsidiary,

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RCLEC, Inc., uses two third-party co-location facilities to provide us with network services, and we expect RCLEC to use additional third-party co-location facilities in the future. Any damage to, or failure of, these facilities, the communications network providers with whom we or they contract, or with the systems by which our communications providers allocate capacity among their customers, including us, could result in interruptions in our service. Additionally, in connection with the expansion or consolidation of our existing data center facilities, we may move or transfer our data and our customers’ data to other data centers. Despite precautions that we take during this process, any unsuccessful data transfers may impair or cause disruptions in the delivery of our service. Interruptions in our service may reduce our revenues, may require us to issue credits or pay penalties, subject us to claims and litigation, cause customers to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers. Because our ability to attract and retain customers depends on our ability to provide customers with a highly reliable service, even minor interruptions in our service could harm our brand and reputation and have a material adverse effect on our business.

As part of our current disaster recovery arrangements, our North American infrastructure and all of our North American customers’ data is currently replicated in near real-time at our two data center facilities in the U.S., and our European production environment and all of our United Kingdom and other European customers’ data will be replicated in near real-time at our two European data center facilities. We do not control the operation of these facilities or of RCLEC’s co-location facilities, and they are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They may also be subject to break-ins, sabotage, acts of vandalism, and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism or other unanticipated problems at these facilities could result in lengthy interruptions in our service. Even with the disaster recovery arrangements in place, our service could be interrupted.

We may also be required to transfer our servers to new data center facilities in the event that we are unable to renew our leases on acceptable terms, if at all, or the owners of the facilities decide to close their facilities, and we may incur significant costs and possible service interruption in connection with doing so. In addition, any financial difficulties, such as bankruptcy or foreclosure, faced by our third-party data center operators, or any of the service providers with which we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our increasing needs for capacity, our ability to grow our business could be materially and adversely impacted.

Failures in Internet infrastructure or interference with broadband access could cause current or potential users to believe that our systems are unreliable, leading our customers to switch to our competitors or to avoid using our services.

Unlike traditional communications services, our services depend on our customers’ high-speed broadband access to the Internet, usually provided through a cable or digital subscriber line, or DSL, connection. Increasing numbers of users and increasing bandwidth requirements may degrade the performance of our services and applications due to capacity constraints and other Internet infrastructure limitations. As our customer base grows and their usage of communications capacity increases, we will be required to make additional investments in network capacity to maintain adequate data transmission speeds, the availability of which may be limited, or the cost of which may be on terms unacceptable to us. If adequate capacity is not available to us as our customers’ usage increases, our network may be unable to achieve or maintain sufficiently high data transmission capacity, reliability or performance. In addition, if Internet service providers and other third parties providing Internet services have outages or deteriorations in their quality of service, our customers will not have access to our services or may experience a decrease in the quality of our services. Furthermore, as the rate of adoption of new technologies increases, the networks on which our

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services and applications rely may not be able to sufficiently adapt to the increased demand for these services, including ours. Frequent or persistent interruptions could cause current or potential users to believe that our systems are unreliable, leading them to switch to our competitors or to avoid our services, and could permanently harm our reputation and brands.

In addition, users who access our services and applications through mobile devices, such as smartphones and tablets, must have a high-speed connection, such as Wi-Fi, 3G or 4G, to use our services and applications. Currently, this access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace, including incumbent phone companies, cable companies and wireless companies. Some of these providers offer products and services that directly compete with our own offerings, which can potentially give them a competitive advantage. Also, these providers could take measures that degrade, disrupt or increase the cost of user access to third-party services, including our services, by restricting or prohibiting the use of their infrastructure to support or facilitate third-party services or by charging increased fees to third parties or the users of third-party services, any of which would make our services less attractive to users, and reduce our revenues.

In the U.S., there is some uncertainty regarding whether suppliers of broadband Internet access have a legal obligation to allow their customers to access and use our services without interference. In December 2010, the Federal Communications Commission, or FCC, adopted net neutrality rules that make it more difficult for broadband Internet access service providers to block, degrade or discriminate against our services. These rules apply to wired broadband Internet providers, but not all of the rules apply to wireless broadband service. We cannot assure you that current net neutrality rules will not change in the future. Any instances of broadband interference could result in a loss of existing users and increased costs, which could impair our ability to attract new users, and materially and adversely affect our business and opportunities for growth.

Most of our customers may terminate their subscriptions for our service at any time without penalty, and increased customer turnover, or costs we incur to retain our customers and encourage them to add users and, in the future, to purchase additional functionalities and premium service editions, could materially and adversely affect our financial performance.

Our customers generally do not have long-term contracts with us and these customers may terminate their subscription for our service at any time without penalty or early termination charges. We cannot accurately predict the rate of customer terminations or average monthly service cancellations or failures to renew, which we refer to as turnover. Our customers with subscription agreements have no obligation to renew their subscriptions for our service after the expiration of their initial subscription period, which is typically between 1 and 36 months. In the event that these customers do renew their subscriptions, they may choose to renew for fewer users, shorter contract lengths, or for a less expensive service plan or edition. We cannot predict the renewal rates for customers that have entered into subscription contracts with us.

Customer turnover, as well as reductions in the number of users for which a customer subscribes, each have a significant impact on our results of operations, as does the cost we incur in our efforts to retain our customers and encourage them to upgrade their services and increase their number of users. Our turnover rate could increase in the future if customers are not satisfied with our service, the value proposition of our services or our ability to otherwise meet their needs and expectations. Turnover and reductions in the number of users for whom a customer subscribes may also increase due to factors beyond our control, including the failure or unwillingness of customers to pay their monthly subscription fees due to financial constraints and the impact of a slowing economy. Because of turnover and reductions in the number of users for whom a customer subscribes, we have to acquire new customers, or acquire new users within our existing customer base, on an ongoing basis simply to

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maintain our existing level of customers and revenues. If a significant number of customers terminate, reduce or fail to renew their subscriptions, we may be required to incur significantly higher marketing expenditures than we currently anticipate in order to increase the number of new customers or to upsell existing customers, and such additional marketing expenditures could harm our business and results of operations.

Our future success also depends in part on our ability to sell additional subscriptions and additional functionalities to our current customers. This may also require increasingly sophisticated and more costly sales efforts and a longer sales cycle. Any increase in the costs necessary to upgrade, expand and retain existing customers could materially and adversely affect our financial performance. If our efforts to convince customers to add users and, in the future, to purchase additional functionalities are not successful, our business may suffer. In addition, such increased costs could cause us to increase our subscription rates, which could increase our turnover rate.

If we are unable to attract new customers to our services on a cost-effective basis, our business will be materially and adversely affected.

In order to grow our business, we must continue to attract new customers and expand the number of users in our existing customer base on a cost-effective basis. We use and periodically adjust the mix of advertising and marketing programs to promote our services. Significant increases in the pricing of one or more of our advertising channels would increase our advertising costs or cause us to choose less expensive and perhaps less effective channels to promote our services. As we add to or change the mix of our advertising and marketing strategies, we may need to expand into channels with significantly higher costs than our current programs, which could materially and adversely affect our results of operations. We will incur advertising and marketing expenses in advance of when we anticipate recognizing any revenues generated by such expenses, and we may fail to otherwise experience an increase in revenues or brand awareness as a result of such expenditures. We have made in the past, and may make in the future, significant expenditures and investments in new advertising campaigns, and we cannot assure you that any such investments will lead to the cost-effective acquisition of additional customers. If we are unable to maintain effective advertising programs, our ability to attract new customers could be materially and adversely affected, our advertising and marketing expenses could increase substantially, and our results of operations may suffer.

Some of our potential customers learn about us through leading search engines, such as Google, Yahoo! and Bing. While we employ search engine optimization and search engine marketing strategies, our ability to maintain and increase the number of visitors directed to our website is not entirely within our control. If search engine companies modify their search algorithms in a manner that reduces the prominence of our listing, or if our competitors’ search engine optimization efforts are more successful than ours, fewer potential customers may click through to our website. In addition, the cost of purchased listings has increased in the past and may increase in the future. A decrease in website traffic or an increase in search costs could materially and adversely affect our customer acquisition efforts and our results of operations.

Our success depends, in part, on the conversion of potential customers that visit our website into paying customers. A number of our customers first try our communications services through free trials, which we offer as part of our overall strategy of developing the market for our services. We seek to convert these free-trial users to paying customers of our solutions. Some potential customers never convert from the trial period, and the rate at which free-trial users do convert to paying customers has varied historically, and we expect it to continue to fluctuate for the foreseeable future. Such variability and unpredictability could result in our failure to meet our operating plans and, to the extent that these

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customers do not become paying customers, we will not realize the intended benefits of this marketing strategy, and our ability to grow our revenues could be materially and adversely affected.

We market our products and services principally to small and medium-sized businesses, which may have fewer financial resources to weather an economic downturn.

We market our products and services principally to small and medium-sized businesses. These customers may be materially and adversely affected by economic downturns to a greater extent than larger, more established businesses. These businesses typically have more limited financial resources, including capital-borrowing capacity, than larger entities. Because the vast majority of our customers pay for our services through credit and debit cards, weakness in certain segments of the credit markets and in the U.S. and global economies has resulted in and may in the future result in increased numbers of rejected credit and debit card payments, which could materially affect our business by increasing customer cancellations and impacting our ability to engage new customers. If small and medium-sized businesses experience financial hardship as a result of a weak economy, industry consolidation or the overall demand for our services could be materially and adversely affected.

We face significant risks in our strategy to target medium-sized and larger businesses for sales of our services and, if we do not manage these efforts effectively, our business and results of operations could be materially and adversely affected.

We currently derive only a small portion of our revenues from sales from medium-sized businesses. As we target more of our sales efforts to medium-sized and larger businesses, we expect to incur higher costs and longer sales cycles and we may be less effective at predicting when we will complete these sales. In this market segment, the decision to purchase our services may require the approval of more technical personnel and management levels within a potential customer’s organization than we have historically encountered, and if so, these types of sales would require us to invest more time educating these potential customers about the benefits of our services. In addition, larger customers may demand more features, integration services and customization. Also, we have only limited experience in developing and managing sales channels and distribution arrangements for larger businesses. As a result of these factors, these sales opportunities may require us to devote greater research and development resources and sales, support and professional services resources to individual customers, resulting in increased costs and would likely lengthen our typical sales cycle, which could strain our limited sales and professional services resources. Moreover, these larger transactions may require us to delay recognizing the associated revenues we derive from these customers until any technical or implementation requirements have been met. Furthermore, because we have limited experience selling to larger businesses, our investment in marketing our services to these potential customers may not be successful, which could materially and adversely affect our results of operations and our overall ability to grow our customer base. Following sales to medium-sized or larger customers, we may experience fewer opportunities to expand these customers’ user base or sell them additional functionalities, or experience increased subscription terminations as compared to our experience with smaller businesses, any of which could materially and adversely impact our results of operations.

We rely significantly on a network of resellers to sell our services; our failure to effectively develop, manage, and maintain our indirect sales channels could materially and adversely affect our revenues.

Our future success depends on our continued ability to establish and maintain a network of channel relationships, and we expect that we will need to maintain and expand our network as we expand into international markets. An increasing portion of our revenues is derived from our network of over 1,000 resellers, including AT&T, many of which sell or may in the future decide to sell their own

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services or services from other cloud-based business communications providers. We generally do not have long-term contracts with these resellers, and the loss of or reduction in sales through these third parties could materially reduce our revenues. Our competitors may in some cases be effective in causing our resellers or potential resellers to favor their services or prevent or reduce sales of our services. If we fail to maintain relationships with our resellers, fail to develop relationships with new resellers in new markets or expand the number of resellers in our network in existing markets, or if we fail to manage, train, or provide appropriate incentives to our existing resellers, or if our resellers are not successful in their sales efforts, sales of our services may decrease and our results of operations would suffer.

Recruiting and retaining qualified resellers in our network and training them in our technology and service offerings requires significant time and resources. To develop and expand our indirect sales channels, we must continue to scale and improve our processes and procedures to support these channels, including investment in systems and training. Many resellers may not be willing to invest the time and resources required to train their staff to effectively market our services.

Support for smartphones and tablets are an integral part of our solutions. If we are unable to develop robust mobile applications that operate on mobile platforms that our customers use our business and results of operations could be materially and adversely affected.

Our solutions allow our customers to use and manage our cloud-based business communications solution on smart devices. As new smart devices and operating systems are released, we may encounter difficulties supporting these devices and services, and we may need to devote significant resources to the creation, support, and maintenance of our mobile applications. In addition, if we experience difficulties in the future integrating our mobile applications into smart devices or if problems arise with our relationships with providers of mobile operating systems, such as those of Apple Inc. or Google Inc., our future growth and our results of operations could suffer.

We face intense competition in our markets and may lack sufficient financial or other resources to compete successfully.

The cloud-based business communications industry is competitive, and we expect it to become increasingly competitive in the future. We face intense competition from other providers of business communications systems and solutions. Our competitors include traditional on-premise, hardware business communications providers such as Alcatel-Lucent, S.A., Avaya Inc., Cisco Systems, Inc., Mitel Networks Corporation, ShoreTel, Inc., Siemens Enterprise Networks, LLC and their resellers; and companies such as Microsoft Corporation and Broadsoft, Inc. that generally license their software, and their resellers. In addition, certain of our resellers are also our competitors. For example, AT&T serves as one of our resellers but is also a competitor for business communications. All of these companies may now or in the future also host their solutions through the cloud. We also face competition from other cloud companies such as j2 Global, Inc. and 8x8, Inc., as well as from established communications providers, such as AT&T Inc., Verizon Communications Inc. and Comcast Corporation, that resell on-premise hardware, software and hosted solutions. We may also face competition from other large Internet companies, such as Google Inc., Yahoo! Inc. and Amazon.com, Inc., any of which might launch its own cloud-based business communications services or acquire other cloud-based business communications companies in the future.

Many of our current and potential competitors have longer operating histories, significantly greater resources and name recognition, more diversified service offerings and larger customer bases than we have. As a result, these competitors may have greater credibility with our existing and potential customers and may be better able to withstand an extended period of downward pricing pressure. In addition, certain of our competitors have partnered with, or been acquired by, and may in

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the future partner with or acquire, other competitors to offer services, leveraging their collective competitive positions, which makes it more difficult to compete with them and could materially and adversely affect our results of operations. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion and sale of their services than we can to ours. Some of these service providers have in the past and may choose in the future to sacrifice revenues in order to gain market share by offering their services at lower prices or for free. Our competitors may also offer bundled service arrangements offering a more complete service offering, despite the technical merits or advantages of our services. Competition could force us to decrease our prices, slow our growth, increase our customer turnover, reduce our sales or decrease our market share. The adverse impact of a shortfall in our revenues may be magnified if we are unable to adjust spending adequately to compensate for such shortfall.

If we are unable to develop, license or acquire new services or applications on a timely and cost-effective basis, our business, financial condition, and results of operations may be materially and adversely affected.

The cloud-based business communications industry is an emerging market that is characterized by rapid changes in customer requirements, frequent introductions of new and enhanced services, and continuing and rapid technological advancement. We cannot predict the effect of technological changes on our business. To compete successfully in this emerging market, we must anticipate and adapt to technological changes and evolving industry standards, and continue to design, develop, manufacture and sell new and enhanced services that provide increasingly higher levels of performance and reliability at lower cost. Currently, we derive a majority of our revenues from subscriptions to RingCentral Office, and we expect this will continue for the foreseeable future. However, our future success will also depend on our ability to introduce and sell new services, features and functionality that enhance or are beyond the voice, fax and text communications services we currently offer, as well as to improve usability and support and increase customer satisfaction. Our failure to develop solutions that satisfy customer preferences in a timely and cost-effective manner may harm our ability to renew our subscriptions with existing customers and create or increase demand for our services, and may materially and adversely impact our results of operations.

The introduction of new services by competitors or the development of entirely new technologies to replace existing offerings could make our solutions obsolete or adversely affect our business and results of operations. Announcements of future releases and new services and technologies by our competitors or us could cause customers to defer purchases of our existing services, which also could have a material adverse effect on our business, financial condition or results of operations. We may experience difficulties with software development, operations, design or marketing that could delay or prevent our development, introduction or implementation of new or enhanced services and applications. We have in the past experienced delays in the planned release dates of new features and upgrades, and have discovered defects in new services and applications after their introduction. We cannot assure you that new features or upgrades will be released according to schedule, or that, when released, they will not contain defects. Either of these situations could result in adverse publicity, loss of revenues, delay in market acceptance or claims by customers brought against us, all of which could harm our reputation, business, results of operations, and financial condition. Moreover, the development of new or enhanced services or applications may require substantial investment, and we must continue to invest a significant amount of resources in our research and development efforts to develop these services and applications to remain competitive. We do not know whether these investments will be successful. If customers do not widely adopt any new or enhanced services and applications, we may not be able to realize a return on our investment. If we are unable to develop, license, or acquire new or enhanced services and applications on a timely and cost-effective basis, or if such new or enhanced services and applications do not achieve market acceptance, our business, financial condition, and results of operations may be materially and adversely affected.

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A security breach could delay or interrupt service to our customers, harm our reputation, or subject us to significant liability.

Our operations depend on our ability to protect our network from interruption by damage from unauthorized entry, computer viruses or other events beyond our control. In the past, we may have been subject to denial or disruption of service, or DDOS, attacks by hackers intent on bringing down our services, and we may be subject to DDOS attacks in the future. We cannot assure you that our backup systems, regular data backups, security protocols and other procedures are currently in place, or that may be in place in the future, will be adequate to prevent significant damage, system failure or data loss. Also, our services are web-based, and the amount of data we store for our users on our servers has been increasing as our business has grown. Despite the implementation of security measures, our infrastructure may be vulnerable to hackers, computer viruses, worms, other malicious software programs or similar disruptive problems caused by our customers, employees, consultants or other Internet users who attempt to invade public and private data networks. Further, in some cases we do not have in place disaster recovery facilities for certain ancillary services, such as email delivery of messages. Currently, nearly all of our customers authorize us to bill their credit or debit card accounts directly for all transaction fees that we charge. We rely on encryption and authentication technology to ensure secure transmission of confidential information, including customer credit and debit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in a compromise or breach of the technology we use to protect transaction data.

Additionally, third parties may have attempted in the past, and may attempt in the future, to fraudulently induce domestic and international employees, consultants or customers into disclosing sensitive information, such as user names, passwords or customer proprietary network information, or CPNI, or other information in order to gain access to our customers’ data or to our data. CPNI includes information such as the phone numbers called by a consumer, the frequency, duration, and timing of such calls, and any services purchased by the consumer, such as call waiting, call forwarding, and caller ID, in addition to other information that may appear on a consumer’s bill. Third parties may also attempt to fraudulently induce employees, consultants or customers into disclosing sensitive information regarding our intellectual property and other confidential business information, or our information technology systems. In addition, because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any system failure or security breach that causes interruptions or data loss in our operations or in the computer systems of our customers or leads to the misappropriation of our or our customers’ confidential or personal information or CPNI could result in significant liability to us, cause our service to be perceived as not being secure, cause considerable harm to us and our reputation (including requiring notification to customers, regulators and/or the media), and deter current and potential customers from using our services. Any of these events could have a material adverse effect on our business, results of operations, and financial condition.

We rely on third parties for software development, quality assurance and customer support.

We currently depend on various third parties for our services development efforts, quality assurance measures and customer support services. Specifically, we outsource some of our software development and quality assurance activities to third-party contractors that have employees and consultants located in St. Petersburg, Russia and Odessa, Ukraine. In addition, we outsource a significant portion of our customer support, inside sales and network operation control functions to a third-party contractor located in Manila, the Philippines. Our dependence on third-party contractors creates a number of risks, in particular, the risk that we may not maintain service quality, control or effective management with respect to these business operations.

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If we experience problems with our third-party contractors or the costs charged by our third-party contractors increase we may not be able to develop new solutions, enhance or operate existing solutions or provide customer support in an alternate manner that is equally or more efficient and cost-effective.

We anticipate that we will continue to depend on these and other third-party relationships in order to grow our business for the foreseeable future. If we are unsuccessful in maintaining existing and, if needed, establishing new relationships with third parties, our ability to efficiently operate existing services or develop new services and provide adequate customer support could be impaired, and, as a result, our competitive position or our results of operations could suffer.

Growth may place significant demands on our management and our infrastructure.

We have recently experienced substantial growth in our business. This growth has placed and may continue to place significant demands on our management and our operational and financial infrastructure. As our operations grow in size, scope and complexity, we will need to increase our sales and marketing efforts and add additional sales and marketing personnel in various regions worldwide, and improve and upgrade our systems and infrastructure to attract, service and retain an increasing number of customers. For example, we expect the volume of simultaneous calls to increase significantly as our customer base grows. Our network hardware and software may not be able to accommodate this additional simultaneous call volume. The expansion of our systems and infrastructure will require us to commit substantial financial, operational, and technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. Any such additional capital investments will increase our cost base. Continued growth could also strain our ability to maintain reliable service levels for our customers, develop and improve our operational, financial and management controls, enhance our reporting systems and procedures and recruit, train and retain highly skilled personnel. In addition, given our expected growth, we expect to move our offices or secure additional space in our current building or another building within the next 12 months. If we fail to achieve the necessary level of efficiency in our organization as we grow, our business, results of operations and financial condition could be materially and adversely affected.

Accusations of infringement of third-party intellectual property rights could materially and adversely affect our business.

There has been substantial litigation in the areas in which we operate regarding intellectual property rights. In the past, we have been sued by third parties claiming infringement of their intellectual property rights and we may be sued for infringement from time to time in the future. Excluding any current litigation, in the past we have settled infringement litigation brought against us; however, we cannot assure you that we will be able to settle any ongoing or future claims or, if we are able to settle any such claims, that the settlement will be on terms favorable to us. Our broad range of technology may increase the likelihood that third parties will claim that we infringe their intellectual property rights. In this regard, in June 2011, j2 Global, Inc. and Advanced Messaging Technologies, Inc. named us in a patent infringement lawsuit seeking a permanent injunction, damages and attorneys’ fees. In April 2013, we entered into a license and settlement agreement with j2 Global, Inc. and one of its affiliates to settle the matter, as described in greater detail under the heading “Business—Legal Proceedings.” In addition, in December 2012, we were named as a defendant in a patent infringement lawsuit by CallWave Communications, LLC, or CallWave, which we believe to be a non-practicing entity, as further described under “Business—Legal Proceedings.” CallWave has asserted similar claims against other companies, including Google Inc., AT&T Inc., AT&T Mobility LLC, Sprint Nextel Corp., T-Mobile US, Inc., Verizon Communications, Inc., Research in Motion Limited and Telovations, Inc.

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We have in the past received, and may in the future, receive, notices of claims of infringement, misappropriation or misuse of other parties’ proprietary rights. We cannot assure you that we will resolve or settle these claims, or prevail in any resulting legal actions (if ultimately litigated). Furthermore, regardless of their merits, accusations and lawsuits like these may require significant time and expense to defend, may negatively affect customer relationships, may divert management’s attention away from other aspects of our operations and, upon resolution, may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Certain technology necessary for us to provide our services may, in fact, be patented by other parties either now or in the future. If such technology were validly patented by another person, we would have to negotiate a license for the use of that technology. We may not be able to negotiate such a license at a price that is acceptable to us or if at all. The existence of such a patent, or our inability to negotiate a license for any such technology on acceptable terms, could force us to cease using the technology and cease offering services incorporating the technology, which could materially and adversely affect our business and results of operations.

If we were found to be infringing on the intellectual property rights of any third party, we could be subject to liability for such infringement, which could be material. We could also be prohibited from using or selling certain services, prohibited from using certain processes, or required to redesign certain services, each of which could have a material adverse effect on our business and results of operations.

These and other outcomes may:

Ÿ result in the loss of a substantial number of existing customers and/or prohibit the acquisition of new customers;

Ÿ cause us to pay license fees for intellectual property we are deemed to have infringed;

Ÿ cause us to incur costs and devote valuable technical resources to redesigning our services;

Ÿ cause our cost of goods sold to increase;

Ÿ cause us to accelerate expenditures to preserve existing revenues;

Ÿ cause existing or new vendors to require prepayments or letters of credit;

Ÿ materially and adversely affect our brand in the marketplace and cause a substantial loss of goodwill;

Ÿ cause us to change our business methods or services;

Ÿ require us to cease certain business operations or offering certain services; and

Ÿ lead to our bankruptcy or liquidation.

Our limited ability to protect our intellectual property rights could materially and adversely affect our business.

We rely, in part, on patent, trademark, copyright and trade secret law to protect our intellectual property in the U.S. and abroad. We seek to protect our technology, software, documentation and other information under trade secret and copyright law, which afford only limited protection. For example, we typically enter into confidentiality agreements with our employees, consultants, third-party contractors, customers and vendors in an effort to control access to use and distribution of our technology, software, documentation and other information. These agreements may not effectively prevent authorized use or disclosure of confidential information and may not provide an adequate remedy in the event of such unauthorized use or disclosure, and it may be possible for a third party to

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copy or otherwise obtain and use our technology without authorization. In addition, improper disclosure of trade secret information by our current or former employees, consultants, third-party contractors, customers or vendors to the public or others who could make use of the trade secret information would likely preclude that information from being protected as a trade secret.

We also rely, in part, on patent law to protect our intellectual property in the U.S. and internationally. Our intellectual property portfolio includes 15 issued U.S. patents, which expire between 2026 and 2032. We also have 47 patent applications pending for examination in the U.S. and 20 patent applications pending for examination in foreign jurisdictions, all of which are related to U.S. applications. We cannot predict whether such pending patent applications will result in issued patents that effectively protect our intellectual property. Even if a pending patent application results in an issued patent, the patent may be circumvented or its validity may be challenged in various proceedings before the U.S. Patent and Trademark Office, such as reexamination, which may require legal representation and involve substantial costs and diversion of management time and resources. In addition, we cannot assure you that every significant feature of our solutions is protected by our patents.

The unlicensed use of our brand, including domain names, by third parties could harm our reputation, cause confusion among our customers and impair our ability to market our products and services. To that end, we have registered numerous trademarks and service marks and have applied for registration of additional trademarks and service marks and have acquired a large number of domain names in and outside the U.S. to establish and protect our brand names as part of our intellectual property strategy. If our applications receive objections or are successfully opposed by third parties, it will be difficult for us to prevent third parties from using our brand without our permission. Moreover, successful opposition to our applications might encourage third parties to make additional oppositions or commence trademark infringement proceedings against us, which could be costly and time consuming to defend against. If we are not successful in protecting our trademarks, our trademark rights may be diluted and subject to challenge or invalidation, which could materially and adversely affect our brand.

Despite our efforts to implement our intellectual property strategy, we may not be able to protect or enforce our proprietary rights in the U.S. or internationally (where effective intellectual property protection may be unavailable or limited). For example, we have entered into agreements containing confidentiality and invention assignment provisions in connection with the outsourcing of certain software development and quality assurance activities to third-party contractors located in St. Petersburg, Russia and Odessa, Ukraine. We have also entered into an agreement containing a confidentiality provision with a third-party contractor located in Manila, the Philippines, where we have outsourced a significant portion of our customer support function. We cannot assure you that such agreements with these third-party contractors or their agreements with their employees and contractors will adequately protect our proprietary rights in the applicable jurisdictions and foreign countries, as their respective laws may not protect proprietary rights to the same extent as the laws of the U.S. In addition, our competitors may independently develop technologies that are similar or superior to our technology, duplicate our technology in a manner that does not infringe our intellectual property rights or design around any of our patents. Furthermore, detecting and policing unauthorized use of our intellectual property is difficult and resource-intensive. Moreover, litigation may be necessary in the future to enforce our intellectual property rights, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Such litigation, whether successful or not, could result in substantial costs and diversion of management time and resources and could have a material adverse effect on our business, financial condition and results of operations.

Our success depends on the public acceptance of our services and applications.

Our future success depends on our ability to significantly increase revenues generated from our cloud-based business communications solutions. The market for cloud-based business

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communications is evolving rapidly and is characterized by an increasing number of market entrants. As is typical of a rapidly evolving industry, the demand for, and market acceptance of, these applications is uncertain. If the market for cloud-based business communications fails to develop, develops more slowly than we anticipate or develops in a manner different than we expect, our services could fail to achieve market acceptance, which in turn could materially and adversely affect our business.

Our growth depends on the continued use of voice communications by businesses, as compared to email and other data-based methods. A decline in the overall rate of voice communications by businesses would harm our business. Furthermore, our continued growth depends on future demand for and adoption of Internet voice communications systems and services. Although the number of broadband subscribers worldwide has grown significantly in recent years, a small percentage of businesses have adopted Internet voice communications services to date. For demand and adoption of Internet voice communications services by businesses to increase, Internet voice communications networks must improve the quality of their service for real-time communications by managing the effects of and reducing packet loss, packet delay and packet jitter, as well as unreliable bandwidth, so that toll-quality service can be consistently provided. Additionally, the cost and feature benefits of Internet voice communications must be sufficient to cause customers to switch from traditional phone service providers. We must devote substantial resources to educate customers and their end users about the benefits of Internet voice communications solutions, in general, and our services in particular. If any or all of these factors fail to occur, our business may be materially and adversely affected.

Interruptions in our services could harm our reputation, result in significant costs to us, and impair our ability to sell our services.

Because our services are complex and we have incorporated a variety of new computer hardware, as well as software that is developed in-house and acquired from third-party vendors, our services may have errors or defects that customers identify after they begin using them that could result in unanticipated interruptions of service. Internet-based services frequently contain undetected errors and bugs when first introduced or when new versions or enhancements are released. While the substantial majority of our customers are small and medium-sized businesses, the use of our services in complicated, large-scale network environments may increase our exposure to undetected errors, failures or bugs in our services. Although we test our services to detect and correct errors and defects before their general release, we have from time to time experienced significant interruptions in our service as a result of such errors or defects and may experience future interruptions of service if we fail to detect and correct these errors and defects. The costs incurred in correcting such defects or errors may be substantial and could harm our results of operations. In addition, we rely on hardware purchased or leased and software licensed from third parties to offer our services.

Any defects in, or unavailability of, our or third-party software or hardware that cause interruptions of our services could, among other things:

Ÿ cause a reduction in revenues or delay in market acceptance of our services;

Ÿ require us to issue refunds to our customers or expose us to claims for damages;

Ÿ cause us to lose existing customers and make it more difficult to attract new customers;

Ÿ divert our development resources or require us to make extensive changes to our software, which would increase our expenses and slow innovation;

Ÿ increase our technical support costs; and

Ÿ harm our reputation and brand.

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If we fail to continue to develop our brand or our reputation is harmed, our business may suffer.

We believe that continuing to strengthen our current brand will be critical to achieving widespread acceptance of our services and will require continued focus on active marketing efforts. The demand for and cost of online and traditional advertising have been increasing and may continue to increase. Accordingly, we may need to increase our investment in, and devote greater resources to, advertising, marketing, and other efforts to create and maintain brand loyalty among users. Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses incurred in building our brands. If we fail to promote and maintain our brand, or if we incur substantial expense in an unsuccessful attempt to promote and maintain our brands, our business could be materially and adversely affected.

Our services, as well as those of our competitors, are regularly reviewed and commented upon by online media sources, as well as computer and other business publications. Negative reviews, or reviews in which our competitors’ products and services are rated more highly than our solutions, could negatively affect our brand and reputation. From time to time, our customers have expressed dissatisfaction with our services, including dissatisfaction with our customer support, our billing policies and the way our services operate. If we do not handle customer complaints effectively, our brand and reputation may suffer, we may lose our customers’ confidence, and they may choose to terminate, reduce or not to renew their subscriptions. In addition, many of our customers participate in social media and online blogs about Internet-based services, including our services, and our success depends in part on our ability to minimize negative and generate positive customer feedback through such online channels where existing and potential customers seek and share information. If actions we take or changes we make to our services upset these customers, their blogging could negatively affect our brand and reputation. Complaints or negative publicity about our services or customer service could materially and adversely impact our ability to attract and retain customers and our business, financial condition and results of operations.

If we experience excessive fraudulent activity or cannot meet evolving credit card association merchant standards, we could incur substantial costs and lose the right to accept credit cards for payment, which could cause our customer base to decline significantly.

Nearly all of our customers authorize us to bill their credit card accounts directly for service fees that we charge. If people pay for our services with stolen credit cards, we could incur substantial third-party vendor costs for which we may not be reimbursed. Further, our customers provide us with credit card billing information online or over the phone, and we do not review the physical credit cards used in these transactions, which increases our risk of exposure to fraudulent activity. We also incur charges, which we refer to as chargebacks, from the credit card companies from claims that the customer did not authorize the credit card transaction to purchase our service, something that we have experienced in the past. If the number of unauthorized credit card transactions becomes excessive, we could be assessed substantial fines for excess chargebacks and we could lose the right to accept credit cards for payment. In addition, credit card issuers may change merchant standards, including data protection and documentation standards, required to utilize their services from time to time. If we fail to maintain our compliance with current merchant standards, such as the Payment Card Industry Data Security Standard, or fail to meet new standards, the credit card associations could fine us or terminate their agreements with us, and we would be unable to accept credit cards as payment for our services. Our services may also be subject to fraudulent usage, including but not limited to international revenue share fraud, domestic traffic pumping, subscription fraud, premium text message scams, and other fraudulent schemes. Although our customers are required to set Personal Identification Numbers, or PINs, to protect their accounts and may configure in which destinations international calling is enabled from their extensions, third parties have in the past and may be able to access and use their accounts through fraudulent means. In addition, third parties may have attempted in the past, and may attempt

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in the future, to fraudulently induce domestic and international employees or consultants into disclosing customer PINs and other account information. Communications fraud can result in unauthorized access to customer accounts and customer data, unauthorized use of customers’ services, charges to customers for fraudulent usage and expense that we must pay to carriers. We may be required to pay for these charges and expenses with no reimbursement from the customer, and our reputation may be harmed if our services are subject to fraudulent usage. Although we implement multiple fraud prevention and detection controls, we cannot assure you that these controls will be adequate to protect against fraud. Substantial losses due to fraud or our inability to accept credit card payments, which could cause our paid customer base to significantly decrease, could have a material adverse effect on our results of operations, financial condition and ability to grow our business.

Potential problems with our information systems could interfere with our business and operations.

We rely on our information systems and those of third parties for processing customer orders, distribution of our services, billing our customers, processing credit card transactions, customer relationship management, supporting financial planning and analysis, accounting functions and financial statement preparation and otherwise running our business. Information systems may experience interruptions, including interruptions of related services from third-party providers, which may be beyond our control. Such business interruptions could cause us to fail to meet customer requirements. All information systems, both internal and external, are potentially vulnerable to damage or interruption from a variety of sources, including without limitation, computer viruses, security breaches, energy blackouts, natural disasters, terrorism, war and telecommunication failures and employee or other theft, as well as third-party provider failures. Any disruption in our information systems and those of the third parties upon which we rely could have a significant impact on our business.

In addition, we recently transitioned from a number of disparate systems and implemented NetSuite, a SaaS enterprise resource planning system, to handle various business, operating and financial processes. We plan to transition from a spreadsheet-based financial modeling system and implement a third-party corporate performance management system. In addition, in the future we intend to implement a third-party SaaS billing system to replace our current internally developed billing system. We may also implement further and enhanced information systems in the future to meet the demands resulting from our growth and to provide additional capabilities and functionality. The implementation of new systems and enhancements is frequently disruptive to the underlying business of an enterprise, and can be time-consuming and expensive, increase management responsibilities and divert management attention. Any disruptions relating to our systems enhancements or any problems with the implementation, particularly any disruptions impacting our operations or our ability to accurately report our financial performance on a timely basis during the implementation period, could materially and adversely affect our business. Even if we do not encounter these material and adverse effects, the implementation of these enhancements may be much more costly than we anticipated. If we are unable to successfully implement the information systems enhancements as planned, our financial position, results of operations and cash flows could be negatively impacted.

Our use of open source technology could impose limitations on our ability to commercialize our services.

We use open source software in our platform on which our services operate. There is a risk that the owners of the copyrights in such software may claim that such licenses impose unanticipated conditions or restrictions on our ability to market or provide our services. If such owners prevail in such claim, we could be required to make the source code for our proprietary software (which contains our valuable trade secrets) generally available to third parties, including competitors, at no cost, to seek licenses from third parties in order to continue offering our services, to re-engineer our technology, or

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to discontinue offering our services in the event re-engineering cannot be accomplished on a timely basis or at all, any of which could cause us to discontinue our services, harm our reputation, result in customer losses or claims, increase our costs or otherwise materially and adversely affect our business and results of operations.

Because our services are subject to regulation, and future legislative or regulatory actions could adversely affect our business and expose us to liability.

Federal Regulation

Our business is regulated by the FCC. As a communications services provider, we are subject to existing or potential FCC regulations relating to privacy, disability access, porting of numbers, Federal Universal Service Fund, or USF, contributions, E-911, and other requirements. FCC classification of our Internet voice communications services as telecommunications services could result in additional federal and state regulatory obligations. If we do not comply with FCC rules and regulations, we could be subject to FCC enforcement actions, fines, loss of licenses, and possibly restrictions on our ability to operate or offer certain of our services. Any enforcement action by the FCC, which may be a public process, would hurt our reputation in the industry, possibly impair our ability to sell our services to customers and could have a materially adverse impact on our revenues.

Through our wholly owned subsidiary, RCLEC, Inc., we also plan to provide competitive local exchange carrier services, or CLEC services, which are regulated by the FCC as traditional telecommunications services. Our CLEC services depend on certain provisions of the Telecommunications Act of 1996 that permit us to procure facilities and services from Incumbent Local Exchange Carriers, or ILECs, that are necessary to provide our services. Over the past several years, the FCC has reduced or eliminated a number of regulations governing ILECs’ offerings. If ILECs are not required by law to provide services to us or do not continue to permit us to purchase these services from them under commercial arrangements at reasonable rates, our business could be adversely affected and our cost of providing CLEC services could increase. This could have a materially adverse impact on our results of operations and cash flows.

Our services are also subject to a number of other FCC regulations. Among others, we must comply (in whole or in part) with:

Ÿ the Communications Assistance for Law Enforcement Act, or CALEA, which requires covered entities to assist law enforcement in undertaking electronic surveillance;

Ÿ requirements to provide E-911 to our customers;

Ÿ contributions to the USF which requires that we pay a percentage of our revenue to support certain federal programs;

Ÿ payment of annual FCC regulatory fees based on our interstate and international revenues;

Ÿ rules pertaining to access to our services by people with disabilities and contributions to the Telecommunications Relay Services fund; and

Ÿ FCC rules regarding CPNI, which requires that we not use such information without customer approval, subject to certain exceptions.

If we do not comply with any current or future rules or regulations that apply to our business, we could be subject to substantial fines and penalties, we may have to restructure our service offerings, exit certain markets and/or raise the price of our services, any of which could ultimately harm our business and results of operations.

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State Regulation

States currently may not regulate our Internet voice communications services. However, states are allowed to assess state USF requirements, E-911 fees and other surcharges on nomadic VoIP providers. A number of states require us to contribute to state USF, contribute to E-911 and pay other surcharges, while others are actively considering extending their programs to include the services we provide. We pass USF, E-911 fees and other surcharges through to our customers, which may result in our services becoming more expensive or require that we absorb these costs. We expect that state public utility commissions will continue their attempts to apply state telecommunications regulations to Internet voice communications services like ours.

Our subsidiary’s CLEC services are subject to regulation by the public utility regulatory agency in those states where we provide local telecommunications services. This regulation includes the requirement to obtain a certificate of public necessity or other similar licenses prior to offering our CLEC services. We may also be required to file tariffs that describe our CLEC’s services and provide rates for those services. We are also required to comply with state regulations that vary from state to state concerning service quality, disconnection and billing requirements. State commissions also have authority to review and approve interconnection agreements between incumbent phone carriers and CLECs such as our subsidiary, and to conduct arbitration of disputes arising in the negotiation of such agreements.

International Regulation

As we expand internationally, we may be subject to telecommunications, consumer protection, data privacy and other laws and regulations in the foreign countries where we offer our services. Internationally, we currently offer our services in Canada and the United Kingdom, or UK.

We are a provider of Internet voice telecommunications services in Canada. As a provider of internet voice communications services, we are subject to regulation in Canada by the Canadian Radio-television and Telecommunications Commission, or CRTC. We are registered with the CRTC as a reseller of telecommunications services and have been issued a basic international telecommunications services, or BITS, licence by the CRTC. As a internet voice communications provider, we are subject to obligations imposed by the CRTC, including providing access to emergency call E-911 services, providing access to operator assistance, directory information services, number portability, providing minimum customer information, charge customers certain regulatory charges and pay contribution charges. We are also subject to Canadian federal privacy laws and provincial consumer protection legislation. As a holder of a BITS license, we also must comply with various annual reporting requirements.

As a provider of electronic communications services in the UK, we are subject to regulation in the UK by the Office of Communications, or Ofcom. Some of these regulatory obligations include providing access to emergency call services (E999/112); providing access to operator assistance, directories and directory enquiry services, offering contracts with minimum terms, providing and publishing certain information transparently, providing itemized billing, protecting customer information (including personal data); porting phone numbers upon a valid customer request and implementing a code of practice. We are required to comply with laws and matters relating to, among other things, competition law, distance selling, e-commerce and consumer protection. We must also comply with various reporting and recordkeeping requirements.

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We process, store, and use personal information and other data, which subjects us and our customers to a variety of evolving governmental regulation, industry standards and self-regulatory schemes, contractual obligations, and other legal obligations related to privacy, which may increase our costs, decrease adoption and use of our products and services and expose us to liability.

There are a number of federal, state, local and foreign laws and regulations, as well as contractual obligations and industry standards, that provide for certain obligations and restrictions with respect to data privacy and security, and the collection, storage, retention, protection, use, processing, transmission, sharing, disclosure and protection of personal information and other customer data. The scope of these obligations and restrictions is changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other rules, and their status remains uncertain. Within the European Union, or EU, strict laws already apply in connection with the collection, storage, retention, protection, use, processing, transmission, sharing, disclosure and protection of personal information and other customer data. The EU model has been replicated in many jurisdictions outside the U.S., including Asia-Pacific Economic Cooperation countries. Regulators have the power to fine non-compliant organizations significant amounts. There are proposals to increase the maximum level of fines that EU regulators may impose to 2% of worldwide annual sales. As Internet commerce and communication technologies continue to evolve, increasing online service providers’ and network users’ capacity to collect, store, retain, protect, use, process and transmit large volumes of personal information, increasingly restrictive regulation by federal, state or foreign agencies becomes more likely. For example, a variety of regulations that would increase restrictions on online service providers in the area of data privacy is currently being proposed, both in the U.S. and in other jurisdictions, and we believe that the adoption of increasingly restrictive regulation in the field of data privacy and security is likely, possibly as restrictive as the EU model. Obligations and restrictions imposed by current and future applicable laws, regulations, contracts and industry standards may affect our ability to provide all the current features of our products and services and our customers’ ability to use our products and services, and could require us to modify the features and functionality of our products and services. Such obligations and restrictions may limit our ability to collect, store, process, use, transmit and share data with our customers, and to allow our customer to collect, store, retain, protect, use, process, transmit, share and disclose data with others through our products and services. Compliance with, and other burdens imposed by, such obligations and restrictions could increase the cost of our operations. Failure to comply with obligations and restrictions related to data privacy and security could subject us to lawsuits, fines, criminal penalties, statutory damages, consent decrees, injunctions, adverse publicity and other losses that could harm our business.

Our customers can use our services to store contact and other personal or identifying information, and to process, transmit, receive, store and retrieve a variety of communications and messages, including information about their own customers and other contacts. In addition, customers may use our services to store protected health information, or PHI, that is protected under the Health Insurance Portability and Accountability Act, or HIPAA, notwithstanding that we inform customers that our services should not be used for these purposes. Noncompliance with laws and regulations relating to privacy and HIPAA may lead to significant fines, penalties or liabilities. Our actual compliance, our customers’ perception of our compliance, costs of compliance with such regulations and customer concerns regarding their own compliance obligations (whether factual or in error) may limit the use and adoption of our service and reduce overall demand. Furthermore, privacy concerns, including the inability or impracticality of providing advance notice to customers of privacy issues related to the use of our services, may cause our customers’ customers to resist providing the personal data necessary to allow our customers to use our services effectively. Even the perception of privacy concerns, whether or not valid, may inhibit market adoption of our service in certain industries.

In addition to government activity, privacy advocacy groups and industry groups have adopted and are considering the adoption of various self-regulatory standards and codes of conduct that may

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place additional burdens on us and our customers, which may further reduce demand for our services and harm our business.

While we try to comply with all applicable data protection laws, regulations, standards, and codes of conduct, as well as our own posted privacy policies and contractual commitments to the extent possible, any failure by us to protect our users’ privacy and data, including as a result of our systems being compromised by hacking or other malicious or surreptitious activity, could result in a loss of user confidence in our services and ultimately in a loss of users, which could materially and adversely affect our business. Our customers may also accidentally disclose their passwords or store them on a mobile device that is lost or stolen, creating the perception that our systems are not secure against third-party access. Additionally, if third parties we work with, such as vendors or developers, violate applicable laws or our policies, such violations may also put our customers’ information at risk and could in turn have a material and adverse effect on our business.

Use or delivery of our services may become subject to new or increased regulatory requirements, taxes or fees.

The increasing growth and popularity of Internet voice communications heighten the risk that governments will regulate or impose new or increased fees or taxes on Internet voice communications services. To the extent that the use of our services continues to grow, regulators may be more likely to seek to regulate or impose new or additional taxes, surcharges or fees on our services. Similarly, advances in technology, such as improvements in locating the geographic origin of Internet voice communications, could cause our services to become subject to additional regulations, fees or taxes, or could require us to invest in or develop new technologies, which may be costly. In addition, as we continue to expand our user base and offer more services, we may become subject to new regulations, taxes, surcharges or fees. Increased regulatory requirements, taxes, surcharges or fees on Internet voice communications services, which could be assessed by governments retroactively or prospectively, would substantially increase our costs, and, as a result, our business would suffer. In addition, the tax status of our services could subject us to conflicting taxation requirements and complexity with regard to the collection and remittance of applicable taxes. Any such additional taxes could harm our results of operations.

Our emergency and E-911 calling services may expose us to significant liability.

The FCC requires Internet voice communications providers, such as our company, to provide E-911 service in all geographic areas covered by the traditional wire-line E-911 network. Under the FCC’s rules, Internet voice communications providers must transmit the caller’s phone number and registered location information to the appropriate public safety answering point, or PSAP, for the caller’s registered location. Our CLEC services are also required by the FCC and state regulators to provide E-911 service to the extent that they are accessed by end users.

We provide E-911 service in compliance with the FCC’s rules to substantially all of our customers’ interconnected VoIP lines. In some circumstances, 911 calls may be routed to a national emergency call center that routes the call to the appropriate PSAP. In addition, certain of our Internet voice communications services that work with mobile devices and are accessed through Wi-Fi networks may not be able to complete 911 calls. The FCC is considering requiring providers of Internet voice communications services on mobile devices to provide E-911 service. The adoption of such a requirement could increase our costs and make our service more expensive, which could adversely affect our results of operations.

In May 2013, the FCC issued an order requiring all providers of interconnected text messaging services to provide, by September 30, 2013, an automatic bounce-back text message in situations

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where a consumer attempts to text message to 911 in a location where text-to-911 is not available. We are currently evaluating our ability to comply with the FCC order by the September 30, 2013 deadline.

In connection with the FCC requirement that we provide E-911 to all of our interconnected VoIP customers, we must obtain from each customer, prior to the initiation of service, the physical locations at which the service will first be used for each VoIP line. For services that can be utilized from more than one physical location, we must provide customers one or more methods of updating their physical location. Because we do not validate the physical address at each location where the services may be used by our customers, and because customers may use the services in locations that differ from the registered location without providing us with the updated information, it is possible that E-911 calls may get routed to the wrong public safety answering point, or PSAP. We are also aware that certain customer registered addresses are incorrect, or may not have been updated. If E-911 calls are not routed to the correct PSAP, and if the delay results in serious injury or death, we could be sued and the damages substantial. We are evaluating measures to attempt to verify and update the addresses for locations where our services are used.

We could be subject to enforcement action by the FCC for our customer lines that do not have E-911 service or an FCC challenge to our implementation in full. This enforcement action could result in significant monetary penalties and restrictions on our ability to offer non-compliant services.

Customers may in the future attempt to hold us responsible for any loss, damage, personal injury, or death suffered as a result of delayed or uncompleted emergency service calls. The New and Emerging Technologies 911 Improvement Act of 2008 provides that Internet voice communications providers have the same protections from liability for the operation of 911 service as traditional wire-line and wireless providers. Limitations on liability for the provision of 911 service are normally governed by state law, and these limitations typically are not absolute. It is also unclear under the FCC’s rules whether the limitations on liability would apply to those customer lines for which we do not provide E-911 service.

We rely on third parties to provide the majority of our customer service and support representatives and to fulfill various aspects of our E-911 service. If these third parties do not provide our customers with reliable, high-quality service, our reputation will be harmed, and we may lose customers.

We offer customer support through both our online account management website and our toll-free customer support number. Our customer support is currently provided via a third-party provider located in the Philippines, as well as our employees in the U.S. We currently offer support almost exclusively in English. Our third-party providers generally provide customer service and support to our customers without identifying themselves as independent parties. The ability to support our customers may be disrupted by natural disasters, inclement weather conditions, civil unrest, strikes and other adverse events in the Philippines. Furthermore, as we expand our operations internationally, we may need to make significant expenditures and investments in our customer service and support to adequately address the complex needs of international customers, such as support in multiple foreign languages.

We also contract with third parties to provide E-911 services, including assistance in routing emergency calls and terminating E-911 calls. Our providers operate a national call center that is available 24 hours a day, seven days a week, to receive certain emergency calls and maintain PSAP databases for the purpose of deploying and operating E-911 services. On mobile devices, we generally rely on the underlying cellular or wireless carrier to provide E-911 services. Interruptions in service from our vendors could cause failures in our customers’ access to E-911 services and expose us to liability and damage our reputation.

If any of these third parties do not provide reliable, high-quality service, our reputation and our business will be harmed. In addition, industry consolidation among providers of services to us may impact our ability to obtain these services or increase our costs for these services.

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We are in the process of expanding our international operations, which exposes us to significant risks.

To date, we have not generated significant revenues from outside of the U.S. and Canada. However, we already have significant operations outside the U.S. and Canada, and we expect to grow our international revenues in the future. The future success of our business will depend, in part, on our ability to expand our operations and customer base worldwide. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that are different from those in the U.S. Because of our limited experience with international operations and developing and managing sales and distribution channels in international markets, our international expansion efforts may not be successful. In addition, we will face risks in doing business internationally that could materially and adversely affect our business, including:

Ÿ our ability to comply with differing technical and environmental standards, data privacy and telecommunications regulations and certification requirements outside the U.S.;

Ÿ difficulties and costs associated with staffing and managing foreign operations;

Ÿ potentially greater difficulty collecting accounts receivable and longer payment cycles;

Ÿ the need to adapt and localize our services for specific countries;

Ÿ the need to offer customer care in various native languages;

Ÿ availability of reliable broadband connectivity and wide area networks in targeted areas for expansion;

Ÿ lower levels of adoption of credit or debit card usage for Internet related purchases by foreign customers and compliance with various foreign regulations related to credit or debit card processing and data privacy requirements;

Ÿ difficulties in understanding and complying with local laws, regulations, and customs in foreign jurisdictions;

Ÿ export controls and economic sanctions administered by the Department of Commerce Bureau of Industry and Security and the Treasury Department’s Office of Foreign Assets Control;

Ÿ tariffs and other non-tariff barriers, such as quotas and local content rules;

Ÿ compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act and United Kingdom Bribery Act of 2010;

Ÿ more limited protection for intellectual property rights in some countries;

Ÿ adverse tax consequences;

Ÿ fluctuations in currency exchange rates, which could increase the price of our services outside of the U.S., increase the expenses of our international operations, including expenses related to foreign contractors, and expose us to foreign currency exchange rate risk;

Ÿ exchange control regulations, which might restrict or prohibit our conversion of other currencies into U.S. Dollars;

Ÿ restrictions on the transfer of funds;

Ÿ new and different sources of competition; and

Ÿ political or social unrest or economic instability in a specific country or region.

Our failure to manage any of these risks successfully could harm our future international operations and our overall business.

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We depend largely on the continued services of our senior management and other key employees, the loss of any of whom could adversely affect our business, results of operations and financial condition.

Our future performance depends on the continued services and contributions of our senior management and other key employees to execute on our business plan, and to identify and pursue opportunities and services innovations. The loss of services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives. In particular, we depend to a considerable degree on the vision, skills, experience and effort of our co-founder, Chairman and Chief Executive Officer, Vladimir Shmunis. None of our executive officers or other senior management personnel is bound by a written employment agreement and any of them may therefore terminate employment with us at any time with no advance notice. The replacement of any of these senior management personnel would likely involve significant time and costs, and such loss could significantly delay or prevent the achievement of our business objectives. In addition, certain members of our senior management team, including our President, who joined us in June 2013, have worked together for only a relatively short period of time and it may be difficult to evaluate their effectiveness, on an individual or collective basis, and ability to address future challenges to our business. The loss of the services of our senior management or other key employees for any reason could adversely affect our business, financial condition or results of operations.

If we are unable to hire, retain and motivate qualified personnel, our business will suffer.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. We believe that there is, and will continue to be, intense competition for highly skilled technical and other personnel with experience in our industry in the San Francisco Bay Area, where our headquarters is located, and in other locations where we maintain offices. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If we are unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may be unable to manage our business effectively, including the development, marketing and sale of existing and new services, which could have a material adverse effect on our business, financial condition and results of operations. To the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.

Volatility in, or lack of performance of, our stock price may also affect our ability to attract and retain key personnel. Many of our key personnel are, or will soon be, vested in a substantial amount of shares of common stock or stock options. Employees may be more likely to terminate their employment with us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or if the exercise prices of the options that they hold are significantly above the market price of our Class A common stock. If we are unable to retain our employees, our business, results of operations, and financial condition will be harmed.

We may expand through acquisitions of, or investments in, other companies, each of which may divert our management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our results of operations.

Our business strategy may, from time to time, include acquiring or investing in complementary services, technologies or businesses. We cannot assure you that we will successfully identify suitable acquisition candidates, integrate or manage disparate technologies, lines of business, personnel and corporate cultures, realize our business strategy or the expected return on our investment, or manage a geographically dispersed company. Any such acquisition or investment could materially and

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adversely affect our results of operations. Acquisitions and other strategic investments involve significant risks and uncertainties, including:

Ÿ the potential failure to achieve the expected benefits of the combination or acquisition;

Ÿ unanticipated costs and liabilities;

Ÿ difficulties in integrating new products and services, software, businesses, operations and technology infrastructure in an efficient and effective manner;

Ÿ difficulties in maintaining customer relations;

Ÿ the potential loss of key employees of the acquired businesses;

Ÿ the diversion of the attention of our senior management from the operation of our daily business;

Ÿ the potential adverse effect on our cash position to the extent that we use cash for the purchase price;

Ÿ the potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition;

Ÿ the potential issuance of securities that would dilute our stockholders’ percentage ownership;

Ÿ the potential to incur large and immediate write-offs and restructuring and other related expenses; and

Ÿ the inability to maintain uniform standards, controls, policies and procedures.

Any acquisition or investment could expose us to unknown liabilities. Moreover, we cannot assure you that we will realize the anticipated benefits of any acquisition or investment. In addition, our inability to successfully operate and integrate newly acquired businesses appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology, as well as on our revenues, gross margins and expenses.

We may be subject to liabilities on past sales for taxes, surcharges and fees.

Prior to 2012, we did not collect or remit U.S. state or municipal sales, use, excise, utility user and ad valorem taxes, fees or surcharges on the charges to our customers for our services or goods, except that we have historically complied with the collection of certain California sales/use taxes and financial contributions to the California 9-1-1 system (the Emergency Telephone Users Surcharge) and federal USF. For periods prior to 2012, with limited exception, we believe that we were generally not subject to taxes, fees, or surcharges imposed by other U.S. state and municipal jurisdictions or that such taxes, fees, or surcharges did not apply to our service. There is uncertainty as to what constitutes sufficient “in state presence” for a state to levy taxes, fees and surcharges for sales made over the Internet. Therefore, taxing authorities may challenge our position and may decide to audit our business and operations with respect to sales, use, telecommunications and other taxes, which could result in increased tax liabilities for us or our customers, which could materially and adversely affect our results of operations and our relationships with our customers.

In 2012, we voluntarily began collecting and remitting U.S. state sales, use or other taxes, surcharges, and fees. The collection of these taxes, fees, or surcharges could have the effect of decreasing or eliminating price advantages we may have had over other providers. We may not accurately calculate these taxes, particularly in foreign jurisdictions. If our ultimate liability exceeds the collected and accrued amount, it could result in significant charges to our earnings.

Finally, the application of other indirect taxes (such as sales and use tax, value added tax, or VAT, goods and services tax, business tax, and gross receipt tax) to e-commerce businesses, such as ours, is

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a complex and evolving area. In November 2007, the U.S. federal government enacted legislation extending the moratorium on states and other local authorities imposing access or discriminatory taxes on the Internet through November 2014. This moratorium does not prohibit federal, state, or local authorities from collecting taxes on our income or from collecting taxes that are due under existing tax rules. The application of existing, new, or future laws, whether in the U.S. or internationally, could have adverse effects on our business, prospects, and results of operations. There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which we conduct or will conduct business.

Changes in effective tax rates, or adverse outcomes resulting from examination of our income or other tax returns, could adversely affect our results of operations and financial condition.

Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

Ÿ changes in the valuation of our deferred tax assets and liabilities;

Ÿ expiration of, or lapses in, the research and development tax credit laws;

Ÿ expiration or non-utilization of net operating loss carryforwards;

Ÿ tax effects of share-based compensation;

Ÿ certain non-deductible expenses as a result of acquisitions;

Ÿ expansion into new jurisdictions;

Ÿ costs related to intercompany arrangements; and

Ÿ changes in tax laws, regulations, accounting principles, or interpretations thereof.

We may be unable to use some or all of our net operating loss carryforwards, which could materially and adversely affect our reported financial condition and results of operations.

As of December 31, 2012, we had federal and state net operating loss carryforwards, or NOLs, due to prior period losses, which, if not utilized, will begin to expire in 2023 and 2013 for federal and state purposes, respectively. We also have federal research tax credit carryforwards that will begin to expire in 2028. Realization of these net operating loss and research tax credit carryforwards depends on future income, and there is a risk that our existing carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could materially and adversely affect our results of operations.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, our ability to utilize net operating loss carryforwards or other tax attributes, such as research tax credits, in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of our stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws.

As of December 31, 2012, we had federal and state net operating loss carryforwards of $61.9 million and $60.4 million, respectively, available to offset future taxable income, which expire in various years through 2023 if not utilized. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. Under the provisions of the Internal Revenue Code of 1986, as amended, or the Code, and similar state law provisions, substantial changes in our ownership may limit the amount of pre-change NOLs that can be utilized annually in the future to offset taxable income. Section 382 of the Code imposes limitations on a company’s ability to use NOLs if a company

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experiences a more-than-50-percent ownership change over a three-year testing period. For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we achieve profitability. If we are limited in our ability to use our NOLs in future years in which we have taxable income, we will pay more taxes than if we were able to fully utilize our NOLs. This could materially and adversely affect our results of operations.

As a result of becoming a public company, we will need to further develop and maintain our internal control over financial reporting. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in our company.

We may be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

We are in the early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. For example, in connection with the audit of our consolidated financial statements for fiscal 2011, our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness that our independent registered public accounting firm identified related to our lack of sufficient, qualified personnel in accounting and financial reporting matters to perform process level controls and other controls. We believe that we remediated this material weakness in 2012.

However, in connection with the audit of our consolidated financial statements for fiscal 2012, our independent registered public accounting firm identified two significant deficiencies. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. The significant deficiencies that our independent registered public accounting firm identified in connection with our fiscal 2012 audit related to our lack of sufficient controls to enable our timely remittance of sales tax liabilities and inadequate controls related to the accounting process and incomplete documentation of accounting and financial period close procedures.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls when it is required to do so by the applicable rules, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline, and we may be subject to investigation or sanctions by the Securities and Exchange Commission, or the SEC.

We will be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC,

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or the date we are no longer an “emerging growth company” as defined in the recently enacted Jumpstart our Business Startups Act of 2012, or JOBS Act, if we take advantage of the exemptions contained in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. As a result, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Our remediation efforts may not enable us to avoid a material weakness in the future.

We may not be successful in obtaining local access services through our newly-created CLEC.

We have formed a competitive local exchange carrier subsidiary, RCLEC, to allow us to purchase network services directly from ILECs and from other CLECs in certain geographic markets, at lower prices than we pay for such services through third-party network service providers, such as Level 3 Communications, Inc. and Bandwidth.com, Inc., and to help us improve our quality of service. However, the ILECs may favor themselves and their affiliates and may not provide network services to us at lower prices than we could obtain through Level 3 Communications, Inc., Bandwidth.com, Inc., other third-party CLECs, or at all. If we are unable to reduce our pricing as a result of obtaining network services through our subsidiary, we may be forced to rely on other third-party network service providers and be unable to effectively lower our cost of service. Further, creation and maintenance of a CLEC requires significant expenditures, and we may not realize much or any benefit from our investment in our subsidiary if we do not reduce our costs of network service through our subsidiary. In addition, if ILECs or other CLECs do not provide us with any access, we will not be able to use our RCLEC subsidiary as intended to improve the quality of our services or lower the cost of our services.

If we are unable to effectively process local number and toll-free number portability provisioning in a timely manner, our growth may be negatively affected.

We support local number and toll-free number portability, which allows our customers to transfer to us and thereby retain their existing phone numbers when subscribing to our services. Transferring numbers is a manual process that can take up to 15 business days or longer to complete. A new customer of our services must maintain both our service and the customer’s existing phone service during the number transferring process. Any delay that we experience in transferring these numbers typically results from the fact that we depend on third-party carriers to transfer these numbers, a process that we do not control, and these third-party carriers may refuse or substantially delay the transfer of these numbers to us. Local number portability is considered an important feature by many potential customers, and if we fail to reduce any related delays, we may experience increased difficulty in acquiring new customers. Moreover, the FCC requires Internet voice communications providers, which are companies like us that provide services similar to traditional phone companies, including the ability to make calls to and receive calls from the public phone network, to comply with specified number porting timeframes when customers leave our service for the services of another provider. If we, or our third-party carriers, are unable to process number portability requests within the requisite timeframes, we could be subject to fines and penalties. Additionally, both customers and carriers may seek relief from the relevant state public utility commission, the FCC, or in state or federal court for violation of local number portability requirements.

Our business could suffer if we cannot obtain or retain direct inward dialing numbers, or DIDs, are prohibited from obtaining local or toll-free numbers, or are limited to distributing local or toll-free numbers to only certain customers.

Our future success depends on our ability to procure large quantities of local and toll-free DIDs in the U.S. and foreign countries in desirable locations at a reasonable cost and without restrictions. Our ability to procure and distribute DIDs depends on factors outside of our control, such as applicable

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regulations, the practices of the communications carriers that provide DIDs, the cost of these DIDs, and the level of demand for new DIDs. Due to their limited availability, there are certain popular area code prefixes that we generally cannot obtain. Our inability to acquire DIDs for our operations would make our services less attractive to potential customers in the affected local geographic areas. In addition, future growth in our customer base, together with growth in the customer bases of other providers of cloud-based business communications, has increased, which increases our dependence on needing sufficiently large quantities of DIDs.

We rely on third-party hardware and software that may be difficult to replace or which could cause errors or failures of our service.

We rely on purchased or leased hardware and software licensed from third parties in order to offer our service. This hardware and software may not continue to be available at reasonable prices or on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or software could significantly increase our expenses and otherwise result in delays in the provisioning of our service until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated. Any errors or defects in third-party hardware or software could result in errors or a failure of our service which could harm our business.

We depend on two vendors and one fulfillment agent to configure and deliver the phones that we sell, and any delay or interruption in manufacturing, configuring and delivering by these third parties would result in delayed or reduced shipments to our customers and may harm our business.

We rely on Cisco Systems, Inc. and Polycom, Inc. for phones that we offer for sale to our customers that use our services. In addition, we rely on one fulfillment agent to configure and deliver our phones to our customers. We currently do not have long-term contracts with these vendors or with the fulfillment agent. As a result, these third parties are not obligated to provide products to or perform services for us for any specific period, in any specific quantities or at any specific price, except as may be provided in a particular purchase order. If these third parties are unable to deliver phones of acceptable quality or in a timely manner, our ability to bring services to market, the reliability of our services and our reputation could suffer. We expect that it could take several months to effectively transition to new third-party manufacturers or fulfillment agents.

If our vendor-supplied phones are not able to interoperate effectively with our own back-end servers and systems, our customers may not be able to use our service, which could harm our business, financial condition and results of operations.

Phones must interoperate with our back-end servers and systems, which contain complex specifications and utilize multiple protocol standards and software applications. Currently, the phones we sell are manufactured by only two third-party providers, Cisco Systems, Inc. and Polycom, Inc. If either of these providers changes the operation of their phones, we will be required to undertake development and testing efforts to ensure that the new phones interoperate with our system. These efforts may require significant capital and employee resources, and we may not accomplish these development efforts quickly or cost-effectively, if at all. If our vendor-supplied phones do not interoperate effectively with our system, our customers’ ability to use our services could be delayed or orders for our services could be cancelled, which would harm our business, financial condition and results of operations.

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We may not be able to manage our inventory levels effectively, which may lead to inventory obsolescence that would force us to incur inventory write-downs.

Our vendor-supplied phones have lead times of up to 20 weeks for delivery and are built to forecasts that are necessarily imprecise. It is likely that from time to time we will have either excess or insufficient product inventory. In addition, because we rely on third-party vendors for the supply of our vendor-supplied phones, our inventory levels are subject to the conditions regarding the timing of purchase orders and delivery dates that are not within our control. Excess inventory levels would subject us to the risk of inventory obsolescence, while insufficient levels of inventory may negatively affect relations with customers. For instance, our customers rely upon our ability to meet committed delivery dates, and any disruption in the supply of our services could result in loss of customers or harm to our ability to attract new customers. Any of these factors could have a material adverse effect on our business, financial condition or results of operations.

We may require additional capital to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, results of operations and financial condition may be adversely affected.

We intend to continue to make expenditures and investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including the need to develop new solutions or enhance our existing solutions, enhance our operating infrastructure, and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Any debt financing that we secure in the future could involve further restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, volatility in the credit markets may have an adverse effect on our ability to obtain debt financing. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, results of operations, financial condition and prospects could be materially and adversely affected.

Our corporate headquarters, one of our data centers and co-location facilities, the facilities of our customer service and support contractor, and a research and development facility are located near known earthquake fault zones, and the occurrence of an earthquake, tsunami or other catastrophic disaster could damage our facilities or the facilities of our contractors, which could cause us to curtail our operations.

Our corporate headquarters, one of our data centers and one of our subsidiary’s co-location facilities are located in northern California, our customer service call center operated by our contractor is located in the Philippines, and one of our research and development facilities is located on the coast of China. All of these locations are on the Pacific Rim near known earthquake fault zones and, therefore, are vulnerable to damage from earthquakes and tsunamis. Additionally, our China facility and the facility of our customer service and support contractor in the Philippines, and our CLEC subsidiary’s co-location facility in Florida are located in areas subject to hurricanes. We and our contractors are also vulnerable to other types of disasters, such as power loss, fire, floods, pandemics, cyber attack, war, political unrest and terrorist attacks and similar events that are beyond our control. If any disasters were to occur, our ability to operate our business could be seriously impaired, and we

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may endure system interruptions, reputational harm, loss of intellectual property, delays in our services development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could harm our future results of operations. In addition, we do not carry earthquake insurance and we may not have adequate insurance to cover our losses resulting from other disasters or other similar significant business interruptions. Any significant losses that are not recoverable under our insurance policies could seriously impair our business and financial condition.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the listing requirements of the securities exchange on which our Class A common stock will be traded and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. Our failure to comply with these laws, regulations and standards could materially and adversely affect our business and results of operations.

However, for as long as we remain an “emerging growth company” as defined in the JOBS Act we will take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, exemption from the requirement to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We will cease to be an “emerging growth company” upon the earliest of (i) the first fiscal year following the fifth anniversary of this offering, (ii) the first fiscal year after our annual gross revenues are

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$1.0 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in more litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be materially and adversely affected, and even if the claims do not result in litigation or are resolved in our favor. These claims, and the time and resources necessary to resolve them, could divert the resources of our management and materially and adversely affect our business and results of operations.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we will take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of this extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Risks Related to Owning Our Class A Common Stock and this Offering

An active trading market for our Class A common stock may not develop and the market price for our Class A common stock may decline below the initial public offering price.

Prior to this offering, there has not been a public market for our Class A common stock. An active trading market for our Class A common stock may never develop or be sustained, which could adversely impact your ability to sell your shares and could depress the market price of your shares. In

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addition, the public offering price for our Class A common stock has been determined through negotiations among us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market upon completion of this offering. Consequently, you may be unable to sell your shares of our Class A common stock at prices equal to or greater than the price you paid for them.

The market price of our Class A common stock is likely to be volatile and could decline following this offering, resulting in a substantial loss of your investment.

The stock market in general, and the market for technology-related stocks in particular, has been highly volatile. As a result, the market price and trading volume for our Class A common stock may also be highly volatile, and investors in our Class A common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. Factors that could cause the market price of our Class A common stock to fluctuate significantly include:

Ÿ our operating and financial performance and prospects and the performance of other similar companies;

Ÿ our quarterly or annual earnings or those of other companies in our industry;

Ÿ conditions that impact demand for our services;

Ÿ the public’s reaction to our press releases, financial guidance, and other public announcements, and filings with the Securities and Exchange Commission, or SEC;

Ÿ changes in earnings estimates or recommendations by securities or research analysts who track our Class A common stock;

Ÿ market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

Ÿ strategic actions by us or our competitors, such as acquisitions or restructurings;

Ÿ changes in government and other regulations;

Ÿ changes in accounting standards, policies, guidance, interpretations or principles;

Ÿ arrival and departure of key personnel;

Ÿ the number of shares to be publicly traded after this offering;

Ÿ sales of common stock by us, our investors or members of our management team; and

Ÿ changes in general market, economic, and political conditions in the U.S. and global economies or financial markets, including those resulting from natural disasters, telecommunications failure, cyber attack, civil unrest in various parts of the world, acts of war, terrorist attacks, or other catastrophic events.

Any of these factors may result in large and sudden changes in the trading volume and market price of our Class A common stock and may prevent you from being able to sell your shares at or above the price you paid for your shares of our Class A common stock. Following periods of volatility in the market price of a company’s securities, stockholders often file securities class-action lawsuits against such company. Our involvement in a class-action suit could divert our senior management’s attention and, if adversely determined, could have a material and adverse effect on our business, financial condition and results of operations.

Future sales of our Class A common stock in the public market could cause our share price to decline.

Sales of a substantial number of shares of our Class A common stock in the public market after this offering, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. Based upon the total number of outstanding shares of our common stock as of March 31,

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2013, upon completion of this offering, we will have            shares of Class B common stock and            shares of Class A common stock outstanding, assuming no exercise of our outstanding options and the sale of            shares of Class A common stock to be sold by the selling stockholders.

All of the shares of our Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our “affiliates” as defined in Rule 144 under the Securities Act. The remaining            shares of Class B common stock outstanding after this offering, based on shares outstanding as of March 31, 2013 and assuming the conversion of all shares of our preferred stock into shares of our Class B common stock, will be restricted as a result of securities laws, lock-up agreements, or other contractual restrictions that restrict transfers for at least 180 days after the date of this prospectus, subject to certain exceptions.

After the completion of this offering, the holders of an aggregate of 31,923,602 shares of Class B common stock, or    % of our total outstanding common stock, based on shares outstanding as of March 31, 2013 and giving effect to the sale of shares by the selling stockholders, including holders of warrants exercisable for 226,967 shares of Class B common stock, in each case calculated on a fully diluted basis, or their permitted transferees, will be entitled to rights with respect to registration of these shares under the Securities Act pursuant to an investors’ rights agreement. Shares of our Class B common stock automatically will convert into shares of our Class A common stock upon any sale or transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation to become effective upon completion of this offering. If these holders of our Class B common stock, by exercising their registration rights, sell a large number of shares, they could materially and adversely affect the market price for our Class A common stock. If we file a registration statement for the purposes of selling additional shares to raise capital and are required to include shares held by these holders pursuant to the exercise of their registration rights, our ability to raise capital may be impaired. In addition, as of March 31, 2013, there were outstanding options to purchase 8,727,363 shares of our Class B common stock, 4,167,779 shares of which were vested as of March 31, 2013. Immediately following this offering, we intend to file a registration statement registering the shares issuable upon the exercise of these existing options, and for the             shares reserved for issuance under our 2013 Equity Incentive Plan. Assuming effectiveness of the registration statement on Form S-8, these shares will be freely tradable, although they will be subject to the lock-up arrangements we describe below and elsewhere in this prospectus and vesting limitations.

In connection with this offering, we, our directors and officers, and substantially all of our stockholders and holders of options to purchase our stock, have agreed, subject to certain limited exceptions, not to offer, sell, contract to sell or otherwise dispose of, or enter into, any transaction that is designed to, or could be expected to, result in the disposition of any shares of our common stock or other securities convertible into or exchangeable or exercisable for shares of our common stock for 180 days after the date of this prospectus without the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC. In the case of releases with respect to our officers or directors, the representatives of the underwriters will, at least three business days before the effective date of such release, notify us of the impending release. We have agreed to announce such release by press release through a major news service at least two business days before the effective date of the release. We cannot predict what effect, if any, market sales of securities held by our stockholders or the availability of these securities for future sale will have on the market price of our Class A common stock. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

We may also issue shares of our Class A common stock or other securities from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of shares of our Class A common stock, or the number or aggregate principal

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amount, as the case may be, of other securities that we may issue may in turn be substantial. We may also grant registration rights covering those shares of our Class A common stock or other securities in connection with any such acquisitions and investments.

The dual class structure of our common stock as contained in our charter documents has the effect of concentrating voting control with a limited number of stockholders that held our stock prior to this offering, including our founders and our executive officers, employees and directors and their affiliates, and venture capital investors, and limiting your ability to influence corporate matters.

Our Class B common stock has ten votes per share, and our Class A common stock, which is the stock we are offering in this offering, has one vote per share. Stockholders who hold shares of Class B common stock, including our founders, previous investors and our executive officers, employees and directors and their affiliates, will together hold approximately    % of the voting power of our outstanding capital stock immediately following this offering. As a result, for the foreseeable future, our existing stockholders will have significant influence over the management and affairs of our company and over the outcome of all matters submitted to our stockholders for approval, including the election of directors and significant corporate transactions, such as a merger, consolidation or sale of substantially all of our assets.

In addition, the holders of Class B common stock collectively will continue to control all matters submitted to our stockholders for approval even if their stock holdings represent less than 50% of the outstanding shares of our common stock. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock so long as the shares of Class B common stock represent at least 10% of all outstanding shares of our Class A and Class B common stock. This concentrated control will limit your ability to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A common stock could be adversely affected.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, Mr. Shmunis retains a significant portion of his holdings of Class B common stock for an extended period of time, he could, in the future, control a majority of the combined voting power of our Class A and Class B common stock. As a board member, Mr. Shmunis owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Shmunis is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally. For a description of the dual class structure, see “Description of Capital Stock—Provisions of Our Certificate of Incorporation and Bylaws and Delaware Anti-Takeover Law.”

Because the initial public offering price for shares of our Class A common stock is substantially higher than the pro forma net tangible book value per share of our outstanding Class A and Class B common stock immediately following this offering, new investors will incur immediate and substantial dilution.

The initial public offering price will be substantially higher than the pro forma net tangible book value per share of our Class A and Class B common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase Class A common stock in this offering, you will experience immediate and substantial dilution of approximately $        per share, representing the difference between the price per share you paid for our Class A common stock and its pro forma net tangible book value per share as of March 31, 2013, after giving

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effect to the issuance of            shares of our Class A common stock in this offering. Furthermore, investors purchasing shares of our Class A common stock in this offering will only own approximately    % of our outstanding shares of Class A and Class B common stock (and have    % of the combined voting power of the outstanding shares of our Class A and Class B common stock) after the offering even though the new investors’ aggregate investment will represent    % of the total consideration received by us in connection with all initial sales of            shares of our capital stock outstanding as of March 31, 2013, after giving effect to the issuance of            shares of Class A common stock to be sold in this offering and            shares of our Class A common stock to be sold by the selling stockholders. See “Dilution” on page 52 for a more complete description of how the value of your investment in our Class A common stock will be diluted upon the completion of this offering.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

We intend to use the net proceeds from our offering for working capital or other general corporate purposes. We may also repay in part or in full the outstanding principal and accrued interest on our term loans. In addition, we may use a portion of the net proceeds for capital expenditures and for possible acquisitions of complementary businesses, technologies or other assets. Our management will have considerable discretion in the application of the net proceeds that we receive in this offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Therefore, you must rely on the judgment of our management regarding the application of the net proceeds of this offering. The failure by our management to apply these proceeds effectively could materially and adversely affect our business and financial condition. The net proceeds may be used for corporate purposes that do not improve our results of operations or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

We have never paid cash dividends and do not anticipate paying any cash dividends on our common stock.

We currently do not plan to declare dividends on share of our common stock in the foreseeable future and plan to, instead, retain any earnings to finance our operations and growth. Because we have never paid cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future, the only opportunity to achieve a return on your investment in our company will be if the market price of our Class A common stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our Class A common stock that will prevail in the market after this offering will ever exceed the price that you pay.

If research analysts do not publish research or reports about our business, or if they issue unfavorable commentary or downgrade our Class A common stock, our stock price and trading volume may decline.

The trading market for our Class A common stock will depend in part on the research and reports that research analysts publish about us and our business. If we do not establish and maintain adequate research coverage or if one or more analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, the price of our Class A common stock may decline. If one or more of the research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our Class A common stock may decrease, which could cause our stock price or trading volume to decline.

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Anti-takeover provisions in our restated certificate of incorporation and bylaws that will be in effect at or upon consummation of this offering, and, under Delaware corporate law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.

Provisions in our certificate of incorporation and bylaws, as amended and restated in connection with this offering, may have the effect of delaying or preventing a change of control or changes in our management. Our certificate of incorporation and bylaws will include provisions that:

Ÿ authorize our board of directors to issue, without further action by the stockholders, up to            shares of undesignated preferred stock;

Ÿ require that, once our outstanding shares of Class B common stock represent less than a majority of the combined voting power of our common stock, any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; specify that special meetings of our stockholders can be called only by our board of directors, the Chair of our board of directors, or our Chief Executive Officer;

Ÿ establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

Ÿ establish that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving three-year staggered terms;

Ÿ prohibit cumulative voting in the election of directors;

Ÿ provide that our directors may be removed only for cause;

Ÿ provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

Ÿ require the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation; and

Ÿ reflect two classes of common stock, as discussed above.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we intend to reincorporate in Delaware, we will be governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available to our management at the date of this prospectus and our management’s good faith belief as of such date with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

Ÿ our financial performance, including our revenues, margins, costs, expenditures, growth rates, operating expenses, the ability to generate positive cash flow and to become profitable;

Ÿ our ability to effectively manage our growth;

Ÿ our ability to successfully maintain our relationships with our resellers;

Ÿ our ability to attract and retain customers, including large customers;

Ÿ our ability to adapt to changing market conditions;

Ÿ the effects of increased competition in our markets;

Ÿ our ability to successfully enter new markets and manage our international expansion;

Ÿ our ability to maintain, protect and enhance our brand and intellectual property;

Ÿ costs associated with defending intellectual property infringement and other claims;

Ÿ our ability to attract and retain qualified employees and key personnel;

Ÿ our ability to develop and launch new services and features; and

Ÿ other factors discussed in this prospectus under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In addition, in this prospectus, the words “anticipate,” “believe,” “continue,” “could,” “seek,” “might,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “approximately,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions, as they relate to our company, business and management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the future events and circumstances discussed in this prospectus may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in “Risk Factors” and elsewhere in this prospectus. We derive many of our forward-looking statements from our operating budgets and forecasts, which we base on many assumptions. While we believe that our assumptions are reasonable, we caution that it is difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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Forward-looking statements speak only as of the date of this prospectus. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. Except as required by law, we assume no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions based on new information, future events or otherwise. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data that we have obtained or derived from industry publications and reports, including reports from Infonetics Research, Gartner, Inc., or Gartner, and International Data Corporation, or IDC. These industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. This information involves a number of assumptions, limitations and estimates, and we cannot assure you that any of them will prove to be accurate. Based on our industry experience, we believe that these publications and reports are reliable and that the conclusions contained in the publications and reports are reasonable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our actual results to differ materially from those expressed in the industry publications and reports.

The Gartner report described herein, or the Gartner Report, represents data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner. The Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Report are subject to change without notice.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the Class A common stock that we are offering will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Our net proceeds will increase by approximately $         million if the underwriters exercise in full their option to purchase additional shares from us. Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us of this offering by approximately $         million, assuming that the number of shares offered by us, as listed on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $         million, assuming that the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from shares sold by the selling stockholders.

The principal purposes of this offering are to increase our financial flexibility, increase our visibility in the marketplace and create a public market for our Class A common stock. We intend to use the net proceeds that we receive from this offering for working capital or other general corporate purposes, including additional marketing expenditures, the expansion of our sales organization, international expansion, and further development of our solutions. We also intend to use a portion of the net proceeds for capital expenditures for expansion of our network infrastructure as we grow our customer base in the U.S. and internationally.

We may also use a portion of the net proceeds from this offering to repay the outstanding principal and accrued interest on our existing loans with TriplePoint Capital LLC. As of March 31, 2013, the outstanding balance of our equipment line was approximately $7.6 million and bore interest at a fixed rate of 5.75%, and the outstanding balance of our subordinated growth working capital loan was approximately $5.0 million and bore interest at a fixed rate of 8.5%.

We may also use a portion of the net proceeds from this offering to repay the outstanding principal and accrued interest on our existing loan with Silicon Valley Bank. As of March 31, 2013, the outstanding balance of this loan was approximately $5.3 million and bore interest at a floating rate of 2.75% above the prime rate per annum.

In addition, we may use a portion of the proceeds that we receive from this offering for acquisitions of complementary businesses, technologies or other assets.

The amount and timing of our actual expenditures will depend on numerous factors, including the cash used in or generated by our operations, the status of our development, the level of our sales and marketing activities, and our technology investments and acquisitions. Our management has discretion over many of these factors. Therefore, we are unable to estimate the amount or timing of net proceeds from this offering that will be used for any of the purposes described above. Pending the use of the proceeds from this offering as described above, we plan to invest the net proceeds in short-term, investment grade, interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government. We cannot predict whether the invested proceeds will yield a favorable return.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund business development and growth, and we do not anticipate declaring or paying any cash dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. In addition, under the terms of our current credit facilities, we are prohibited from declaring or paying cash dividends without the prior consent of Silicon Valley Bank and TriplePoint Capital LLC.

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CAPITALIZATION

The following table shows our cash and cash equivalents and our capitalization as of March 31, 2013 on:

Ÿ an actual basis;

Ÿ a pro forma basis, giving effect to (1) the filing and effectiveness of our certificate of incorporation in Delaware, which will occur in connection with the completion of this offering, (2) the automatic conversion of all outstanding shares of preferred stock and common stock into an aggregate of 53,179,713 shares of Class B common stock immediately prior to the completion of this offering and (3) the conversion of all warrants to purchase preferred stock and common stock into warrants to purchase 336,967 shares of Class B common stock, as if such conversions had occurred on March 31, 2013; and

Ÿ a pro forma as adjusted basis, giving effect to the sale by us of              shares of Class A common stock in this offering, at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the sale of shares of Class A common stock by the selling stockholders.

The information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing as well as our actual expenses. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing elsewhere in this prospectus.

	As of March 31, 2013
	Actual			Pro Forma			Pro Forma As  Adjusted(1)
	(in thousands, except per share data)
Cash and cash equivalents	$	22,320		$	22,320		$
Debt and capital lease obligations, current and long-term		19,047			19,047
Shareholder’s equity:
Convertible preferred stock, no par value; 32,294 shares authorized as of March 31, 2013; 30,369 shares issued and outstanding as of March 31, 2013; aggregate liquidation preference of $74,496 as of March 31, 2013, actual; no shares issued and outstanding as of March 31, 2013, pro forma; no shares issued and outstanding as of March 31, 2013, pro forma as adjusted		74,020			—			—
Common stock, no par value; 65,000 shares authorized as of March 31, 2013; 22,811 shares issued and outstanding as of March 31, 2013, actual; no shares issued and outstanding as of March 31, 2013, pro forma; no shares issued and outstanding as of March 31, 2013, pro forma as adjusted		—			—			—
Class A common stock, $0.0001 par value; no shares issued and outstanding as of March 31, 2013, actual; no shares issued and outstanding as of March 31, 2013, pro forma; no shares issued and outstanding as of March 31, 2013, pro forma as adjusted		—			—
Class B common stock, $0.0001 par value; no shares issued and outstanding as of March 31, 2013, actual; 53,179,713 shares issued and outstanding as of March 31, 2013, pro forma;                  shares issued and outstanding as of March 31, 2013, pro forma as adjusted		—			5
Additional paid-in capital		11,160			85,175
Accumulated other comprehensive loss		124			124
Accumulated deficit		(93,919	)		(93,919	)
Total stockholders’ equity (deficit)		(8,615	)		(8,615	)
Total capitalization	$	10,432		$	10,432		$

(1) A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by

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approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of Class A common stock offered by us would increase (decrease) cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $         million, assuming that the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The total number of shares of our Class A and Class B common stock reflected in the discussion and table above is based on no shares of Class A common stock and 53,516,680 shares of our Class B common stock (including preferred stock on an as converted basis and 336,967 shares issuable upon the exercise of our outstanding warrants) outstanding on a pro forma basis, as of March 31, 2013, and excludes, as of March 31, 2013:

Ÿ 3,738,378 shares of Class B common stock issuable upon the exercise of outstanding options as of March 31, 2013 granted pursuant to our 2003 Equity Incentive Plan at a weighted-average exercise price of $0.95 per share;

Ÿ 4,988,985 shares of Class B common stock issuable upon the exercise of outstanding options as of March 31, 2013 granted pursuant to our 2010 Equity Incentive Plan at a weighted-average exercise price of $4.75 per share;

Ÿ              additional shares of Class A common stock, subject to increase on an annual basis, reserved for future issuance under our 2013 Equity Incentive Plan, which will become effective in connection with this offering, consisting of:

Ÿ              shares of our Class A common stock reserved for future grant or issuance under our 2013 Equity Incentive Plan, and

Ÿ              shares of our Class B common stock reserved for future grant or issuance under our 2010 Equity Incentive Plan, which shares will be added to the shares of our Class A common stock to be reserved under our 2013 Equity Incentive Plan upon its effectiveness.

Ÿ 336,967 shares of Class B common stock issuable upon exercise of outstanding warrants with a weighted-average exercise price of $2.87 per share.

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DILUTION

If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. The historical net tangible book value of our common stock as of March 31, 2013 was $(8.6) million, or $(0.38) per share. Historical net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of shares of outstanding common stock.

After giving effect to the (i) automatic conversion of our outstanding preferred stock into our Class B common stock immediately prior to the completion of this offering and (ii) receipt of the net proceeds from our sale of             shares of Class A common stock in this offering at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2013 would have been $         million, or $         per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $         per share to existing stockholders and an immediate dilution of $         per share to new investors purchasing Class A common stock in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of March 31, 2013	$
Increase per share attributable to this offering
Pro forma net tangible book value per share, as adjusted to give effect to this offering
Dilution in pro forma net tangible book value per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed public offering price of $         per share would increase (decrease) our pro forma net tangible book value, as adjusted to give effect to this offering, by $         per share and the dilution to new investors by $         per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of Class A common stock offered by us would increase (decrease) the pro forma net tangible book value, as adjusted to give effect to this offering, by $         per share and the dilution to new investors by $         per share, assuming that the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

If the underwriters exercise their option to purchase additional shares from us and the selling stockholders in full, the pro forma net tangible book value per share of our Class A and Class B common stock, as adjusted to give effect to this offering, would be $         per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be $         per share of Class A common stock.

The table below summarizes as of March 31, 2013, on a pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing our Class A common stock in this offering at an assumed initial public offering price of $         per share, which is the

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midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent
Existing stockholders			%	$		%	$
New investors
Total			%	$		%

The total number of shares of our Class A and Class B common stock reflected in the discussion and tables above is based on no shares of Class A common stock and 53,516,680 shares of our Class B common stock (including preferred stock on an as converted basis and 336,967 shares issuable upon the exercise of our outstanding warrants) outstanding, as of March 31, 2013, and excludes:

Ÿ 3,738,378 shares of Class B common stock issuable upon the exercise of outstanding options as of March 31, 2013 granted pursuant to our 2003 Equity Incentive Plan at a weighted-average exercise price of $0.95 per share;

Ÿ 4,988,985 shares of Class B common stock issuable upon the exercise of outstanding options as of March 31, 2013 granted pursuant to our 2010 Equity Incentive Plan at a weighted-average exercise price of $4.75 per share;

Ÿ              additional shares of Class A common stock, subject to increase on an annual basis, reserved for future issuance under our 2013 Equity Incentive Plan, which will become effective in connection with this offering, consisting of:

Ÿ             shares of our Class A common stock reserved for future grant or issuance under our 2013 Equity Incentive Plan, and

Ÿ              shares of our Class B common stock reserved for future grant or issuance under our 2010 Equity Incentive Plan, which shares will be added to the shares of our Class A common stock to be reserved under our 2013 Equity Incentive Plan upon its effectiveness.

Ÿ 336,967 shares of Class B common stock issuable upon exercise of outstanding warrants with a weighted-average exercise price of $2.87 per share.

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to              shares, or     % of the total number of shares of our common stock outstanding after this offering, and will increase the number of shares held by new investors to             shares, or     % of the total number of shares of our common stock outstanding after this offering.

To the extent that any outstanding options are exercised, new options are issued under our share-based compensation plans or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. If all outstanding options under our 2003 Equity Incentive Plan and 2010 Equity Incentive Plan as of March 31, 2013 were exercised, then our existing stockholders, including the holders of these options, would own     % and our new investors would own     % of the total number of shares of our Class A and Class B common stock outstanding upon the completion of this offering. In such event, the total consideration paid by our existing stockholders, including the holders of these options, would be approximately $         million, or     %, the total consideration paid by our new investors would be $         million, or     %, the average price per share paid by our existing stockholders would be $         and the average price per share paid by our new investors would be $        .

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SELECTED CONSOLIDATED FINANCIAL DATA

You should read the following selected consolidated financial and other data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

We have derived the following selected consolidated statements of operations data for the years ended December 31, 2010, 2011 and 2012 and the selected consolidated balance sheet data as of December 31, 2011 and 2012 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the selected consolidated statement of operations data for the three months ended March 31, 2012 and March 31, 2013 and the selected consolidated balance sheet data as of March 31, 2013 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of our unaudited interim consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future, and the results for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013 or any other period.

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
	(in thousands, except per share amounts)
Consolidated Statements of Operations Data:
Revenues:
Services	$	46,385		$	71,915		$	105,693		$	22,745		$	32,273
Product		3,837			6,962			8,833			2,063			3,252
Total revenues		50,222			78,877			114,526			24,808			35,525
Cost of revenues:
Services(1)		17,915			26,475			36,215			8,130			10,709
Product		4,537			6,523			8,688			2,109			3,028
Total cost of revenues		22,452			32,998			44,903			10,239			13,737
Gross profit		27,770			45,879			69,623			14,569			21,788
Operating expenses:
Research and development(1)		7,208			12,199			24,450			5,023			7,504
Sales and marketing(1)		22,922			34,550			54,566			12,248			17,142
General and administrative(1)		4,934			12,969			24,434			7,021			6,550
Total operating expenses		35,064			59,718			103,450			24,292			31,196
Loss from operations		(7,294	)		(13,839	)		(33,827	)		(9,723	)		(9,408	)
Other income (expense), net:
Interest expense		(184	)		(158	)		(1,503	)		(40	)		(639	)
Other income (expense), net		172			109			32			55			(203	)
Other income (expense), net		(12	)		(49	)		(1,471	)		15			(842	)
Loss before provision for income taxes		(7,306	)		(13,888	)		(35,298	)		(9,708	)		(10,250	)
Provision for income taxes		1			15			92			21			12
Net loss	$	(7,307	)	$	(13,903	)	$	(35,390	)	$	(9,729	)	$	(10,262	)
Net loss per common share:
Basic and diluted	($	0.35	)	($	0.64	)	($	1.58	)	($	0.44	)	($	0.45	)
Weighted-average number of shares used in computing net loss per share:
Basic and diluted		20,871			21,678			22,353			22,185			22,631
Pro forma net loss per share (unaudited):
Basic and diluted							$	(0.67	)				$	(0.19	)
Shares used in computing pro forma net loss per share (unaudited):
Basic and diluted								52,722						53,000

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(1) Share-based compensation expense is included in our results of operations as follows (in thousands):

	Year Ended December 31,						Three Months Ended March 31,
	2010		2011		2012		2012		2013
							(unaudited)		(unaudited)
Cost of services revenues	$	58	$	141	$	235	$	56	$	81
Research and development		111		260		837		131		275
Sales and marketing		340		297		651		131		179
General and administrative		311		490		1,379		173		579
Total share-based compensation expense	$	820	$	1,188	$	3,102	$	491	$	1,114

	As of December 31,						As of March 31, 2013
	2011			2012
							(unaudited)
Consolidated Balance Sheet Data (in thousands):
Cash and cash equivalents	$	13,577		$	37,864		$	22,320
Working capital (deficit)		(5,147	)		(484	)		(11,211	)
Total assets		27,362			63,354			51,974
Deferred revenue		9,042			11,291			12,364
Debt and capital lease obligations, current and long-term		979			21,079			19,047
Convertible preferred stock		44,109			74,020			74,020
Total shareholders’ equity (deficit)		1,452			71			(8,615	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.” Our fiscal year end is December 31 and our fiscal quarters end on March 31, June 30, September 30, and December 31. Our fiscal years ended December 31, 2010, 2011 and 2012 are referred to as fiscal 2010, fiscal 2011 and fiscal 2012, respectively.

Overview

We are a leading provider of software-as-a-service, or SaaS, solutions for business communications. We believe that our innovative, cloud-based approach disrupts the large market for business communications solutions by providing flexible and cost-effective services that support distributed workforces, mobile employees and the proliferation of “bring-your-own” communications devices. We enable convenient and effective communications for our customers, across all their locations, all their employees, all the time, thus enabling a more productive and dynamic workforce. RingCentral Office, our flagship service, is a multi-user, enterprise-grade communications solution that enables our customers and their employees to communicate via voice, text and fax, on multiple devices, including smartphones, tablets, PCs and desk phones.

We founded our business in 1999 and currently offer three services: RingCentral Office, RingCentral Professional, and RingCentral Fax. Prior to 2009, substantially all of our revenues were derived from RingCentral Professional, which we previously sold as RingCentral Mobile, and, RingCentral Fax and Extreme Fax, a discontinued service. In 2009, we began selling RingCentral Office, our current flagship service, to deliver an enterprise-grade SaaS multi-user communications solution, with advanced inbound and outbound voice, text and fax capabilities, delivered as a scalable solution.

We primarily generate revenues by selling subscriptions for our RingCentral Office, RingCentral Professional, and RingCentral Fax offerings. RingCentral Office is offered at monthly subscription rates, varying with the specific functionalities and services and the number of users. RingCentral Professional is offered at monthly subscription rates that vary based on the desired number of minutes usage and extensions allotted to the plan. RingCentral Fax is offered at monthly subscription rates that vary based on the desired number of pages and phone numbers allotted to the plan. RingCentral Office customers generally pay higher monthly subscription rates than customers of our other service offerings. Our subscription plans have historically had monthly or annual contractual terms, although we also have subscription plans with multi-year contractual terms, generally with larger customers. We believe that this flexibility in contract duration and termination is important to meet the different needs of our customers. Generally, our fees for subscription plans have been billed in advance. However, as the number of RingCentral Office customers grows, we expect to bill more customers through commercial invoices with customary payment terms and, accordingly, our levels of accounts receivable may increase. For fiscal 2010, 2011 and 2012, services revenues accounted for more than 90% of our total revenues. The remainder of our revenues are comprised of product revenues from the sale of pre-configured office phones, which we offer as a convenience to our customers in connection with subscriptions to our services.

We make significant upfront investments to acquire customers. Until 2009, we acquired most of our customer subscriptions through e-commerce transactions on our website driven by online marketing

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channels. Beginning in 2009, in connection with our introduction of RingCentral Office, we established a direct, inside sales force. Since then, we have continued investing in our direct, inside sales force while also developing indirect sales channels to market our brand and our service offerings. Our indirect sales channel consists of a network of over 1,000 resellers, including AT&T. We intend to continue to foster this network and to expand our network with other resellers. Beginning in 2011, we also began expanding into more traditional forms of media advertising, such as radio and billboard advertising.

In the last three years, our revenue growth has primarily been driven by our flagship RingCentral Office service offering, which has resulted in an increased number of customers, increased average subscription revenues per customer, and increased retention of our existing customer and user base. We define a “customer” as one individual billing relationship for the subscription to our services, which generally correlates to one company account per customer. We define a user as one person within a customer who has been granted a subscription license to use our services, such that the number of users per customer generally correlates closely to the number of employees within a customer account. For fiscal 2010, 2011 and 2012, and the three months ended March 31, 2013, no single customer accounted for more than 10% of our total revenues, and our 10 largest non-reseller customers accounted for less than 10% of our total revenues. As of March 31, 2013, we had over 300,000 customers from industries including advertising, finance, healthcare, legal services, non-profit organizations, real estate, retail and technology, and ranging in size from businesses with fewer than 10 users to more than 500 users. For fiscal 2012, 99% of our total revenues were generated in the U.S. and Canada, although we expect the percentage of our total revenues derived outside of the U.S. and Canada to grow as we expand internationally.

The growth of our business and our future success depend on many factors, including our ability to expand our customer base to medium-sized and larger customers, continue to innovate, grow revenues from our existing customer base, expand our distribution channels and scale internationally. While these areas represent significant opportunities for us, they also pose risks and challenges that we must successfully address in order to sustain the growth of our business and improve our operating results. In addition, there has been substantial litigation in the areas in which we operate regarding intellectual property rights, including third parties claiming patent infringement such as the lawsuit that CallWave filed against us in December 2012, as further described under “Business—Legal Proceedings.” We cannot assure you that we will be successful in defending against any such claims or that we will be able to settle any ongoing or future claims or that any such settlement would be on terms that are favorable to us.

We have experienced significant growth in recent periods, with total revenues of $50.2 million, $78.9 million and $114.5 million in 2010, 2011 and 2012, respectively, generating year-over-year increases of 57% and 45%, respectively. We have continued to make significant expenditures and investments, including those in research and development, infrastructure and operations and incurred net losses of $7.3 million, $13.9 million and $35.4 million, in 2010, 2011 and 2012 respectively. For the three months ended March 31, 2012 and 2013, our total revenues were $24.8 million and $35.5 million, respectively, and our net losses were $9.7 million and $10.3 million, respectively.

Our Business Model

Our business model focuses on acquiring and retaining our customers, as well as increasing the number of users within our customer base and, in the future, encouraging our customers to purchase additional functionalities, both of which we refer to as upselling. We evaluate the value of a customer relationship over its anticipated lifecycle. While we generally incur customer acquisition costs in advance of, or at the time of, the acquisition of a customer, we recognize services revenue ratably over the subscription period. As a result, a customer relationship is typically not profitable at the beginning of the subscription period, even though we expect it to have value to us over the lifetime of that customer relationship.

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In connection with our acquisition of new customers, we typically incur and recognize significant upfront costs. These costs include sales and marketing costs, including sales commission expenses that we recognize fully in the period in which we execute a customer contract. We recognize cost of services revenues, including our data center and communications costs, in the period in which they are incurred.

When a customer renews its subscription or purchases additional services in subsequent periods, the value realized from that customer increases because we generally do not incur significant incremental acquisition costs for the renewal or expansion of services. We also benefit from decreasing phone fulfillment costs, as well as economies of scale in our capital, operating, and other support expenditures. As we support more and larger customers with an increasing number of users over time, our support costs per user decline due to economies of scale and increased customer familiarity with our services, as well as reduced phone fulfillment costs.

Key Business Metrics

In addition to generally accepted accounting principles, or U.S. GAAP, financial measures such as total revenues, gross margin and cash flows from operations, we regularly review a number of key business metrics to evaluate growth trends, measure our performance, and make strategic decisions. We discuss revenues and gross margin under “Key Components of Our Results of Operations” and cash flow from operations under “Liquidity and Capital Resources”. Other key business metrics are discussed below.

Annualized Exit Monthly Recurring Subscriptions

We believe that our Annualized Exit Monthly Recurring Subscriptions is a leading indicator of our anticipated services revenues. Our Annualized Exit Monthly Recurring Subscriptions equals our Monthly Recurring Subscriptions multiplied by twelve. Our Monthly Recurring Subscriptions equals the monthly value of all customer subscriptions in effect at the end of a given month. For example, our Monthly Recurring Subscriptions at December 31, 2012 was $10.1 million. As such, our Annualized Exit Monthly Recurring Subscriptions at December 31, 2012 were $121.2 million. Our Annualized Exit Monthly Recurring Subscriptions at December 31, 2010, 2011 and 2012 were $54.4 million, $85.5 million and $121.2 million, respectively, and at March 31, 2012 and 2013 were $94.9 million and $131.2 million, respectively.

RingCentral Office Annualized Exit Monthly Recurring Subscriptions

We calculate our RingCentral Office Annualized Exit Monthly Recurring Subscriptions in the same manner as we calculate our Annualized Exit Monthly Recurring Subscriptions, except that only customer subscriptions from RingCentral Office customers are included when determining Monthly Recurring Subscriptions for the purposes of calculating this key business metric. Our RingCentral Office Annualized Exit Monthly Recurring Subscriptions at December 31, 2010, 2011 and 2012 were $17.1 million, $36.9 million and $64.1 million, respectively, and at March 31, 2012 and 2013 were $42.8 million and $72.8 million, respectively.

Net Monthly Subscription Dollar Retention Rate

We believe that our Net Monthly Subscription Dollar Retention Rate provides insight into our ability to retain and grow services revenues, as well as our customers’ potential long-term value to us. We define our Net Monthly Subscription Dollar Retention Rate as (i) one plus (ii) the quotient of Dollar Net Change divided by Average Dollar Monthly Recurring Subscriptions.

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We define Dollar Net Change as the quotient of (i) the difference of our Monthly Recurring Subscriptions at the end of a period minus our Monthly Recurring Subscriptions at the beginning of a period minus our Monthly Recurring Subscriptions at the end of the period from new customers we added during the period, (ii) all divided by the number of months in the period. We define our Average Monthly Recurring Subscriptions as the average of the Monthly Recurring Subscriptions at the beginning and end of the measurement period.

As an illustrative example, if our Monthly Recurring Subscriptions were $118 at the end of a quarterly period and $100 at the beginning of period, and $20 at the end of the period from new customers we added during the period, then the Dollar Net Change would be equal to ($0.67), or the amount equal to the difference of $118 minus $100 minus $20, all divided by three months. Our Average Monthly Recurring Subscriptions would equal $109, or the sum of $100 plus $118, divided by two. Our Net Monthly Subscription Dollar Retention Rate would then equal 99.4%, or approximately 99%, or one plus the quotient of the Dollar Net Change divided by the Average Monthly Recurring Subscriptions.

Our key business metrics at December 31, 2010, 2011 and 2012, and at March 31, 2012 and 2013 were as follows:

Metric	As of December 31,									As of March 31,
	2010			2011			2012			2012			2013
Net Monthly Subscription Dollar Retention Rate		~98	%		~99	%		~99	%		~99	%		~99	%
Annualized Exit Monthly Recurring Subscriptions	$	54.4M		$	85.5M		$	121.2M		$	94.9M		$	131.2M
RingCentral Office Annualized Exit Monthly Recurring Subscriptions	$	17.1M		$	36.9M		$	64.1M		$	42.8M		$	72.8M

Key Components of Our Results of Operations

Revenues

Our revenues consist of services revenues and product revenues. Our services revenues include all fees billed in connection with subscriptions to our RingCentral Office, RingCentral Professional, and RingCentral Fax services. These fees include recurring fixed plan subscription fees, variable usage-based fees for usage in excess of plan limits, recurring administrative cost recovery fees, and one-time fees. We provide our services to our customers pursuant to contractual arrangements that range in duration from one month to three years. We provide our services to our customers pursuant to either “click through” online agreements for service terms up to one year or written agreements when the arrangement is expected to be one year or longer. Our multi-year engagements do not typically exceed three years. We offer our services based on the functionalities and services selected by a customer, and generally our service arrangements automatically renew for some additional period at the end of the initial subscription term. We believe that this flexibility in contract duration and termination is important to meet the different needs of our customers.

We generally bill our service fees in advance. We recognize services revenues over the term of the subscription, except for one-time fees, which we recognize ratably on a straight-line basis over the period of the estimated average customer life and variable usage-based fees, which we recognize over an estimated usage period. Amounts billed in excess of revenues recognized for the period are reported as deferred revenue on our consolidated balance sheet.

Our product revenues consist primarily of the sale of pre-configured office phones used in connection with our services and include shipping and handling fees. Product revenues are billed at the time the order is received and recognized when the product has been delivered to the customer.

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We also generate services revenues and product revenues through sales of our services and products by resellers. When we assume a majority of the business risks associated with performance of the contractual obligations, we record the revenues on a gross basis and amounts retained by our resellers are recorded as sales and marketing expenses. Our assumption of such business risks is evidenced when, among other things, we take responsibility for delivery of the service or product, establish pricing of the arrangement, assume credit and inventory risk, and are the primary obligor in the arrangement. When a reseller assumes the majority of the business risks associated with the performance of the contractual obligations, we record the associated revenues at the net amount remitted to us by the reseller. We do not currently have any resellers that assume the majority of those business risks. We recognize services revenues from our resellers on a gross basis.

Cost of Revenues and Gross Margin

Our cost of services revenues primarily consists of fees that we pay to third-party telecommunications providers, network operations, costs to build out and maintain data centers, including co-location fees for the right to place our servers in data centers owned by third parties, depreciation of the servers and equipment, along with related utilities and maintenance costs, personnel costs associated with customer care and support of the functionality of our platform and data center operations, including share-based compensation expenses, and allocated costs of facilities and information technology.

Services gross margin, which we define as services revenues minus cost of services revenues expressed as a percentage of services revenues, can fluctuate based on a number of factors, including the costs we pay to third-party telecommunications providers, the timing of capital expenditures and related depreciation charges and changes in headcount. We expect to continue investing in our network infrastructure and customer support function to maintain high availability, quality of service, and security. As our business grows, we expect to continue to reduce the percentage of our services revenues that we spend on telecommunications origination and termination, driven by increased purchasing leverage and from our deployment of hardware to carry our own telecommunications traffic in several regional markets. We also expect to realize economies of scale in network infrastructure, personnel, and customer support. We expect our services gross margin to increase modestly over time, although it may fluctuate from period to period depending on all of these factors.

Cost of product revenues is comprised primarily of the cost associated with purchased phones, as well as personnel costs for employees and contractors, and allocated costs of facilities and information technology related to the procurement, management, and shipment of phones, including share-based compensation expenses.

We sell our products as a convenience to our customers when they subscribe to our services. We price our products at approximately our cost and occasionally offer additional product discounts as an incentive for customers to subscribe to our services. We therefore expect our product gross margin, which we define as product revenues minus cost of product revenues expressed as a percentage of product revenues, to remain negligible to negative for the foreseeable future. The discounts that we offer on sales of our products are partially allocated to services revenues when sold in multiple-deliverable arrangements.

Operating Expenses

We classify our operating expenses as research and development, sales and marketing and general and administrative expenses.

Our research and development efforts are focused on developing new and expanded features for our services and improvements to our platform and backend architecture. Research and development expenses consist primarily of personnel costs for employees and contractors, including share-based

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compensation expenses, and allocated costs of facilities and information technology, software tools, and product certification. We expense research and development costs as incurred, except for certain internal-use software development costs that we capitalize. We believe that continued investment in our services is important for our future growth, and we expect our research and development expenses to continue to increase in absolute dollars for the foreseeable future, although these expenses may fluctuate as a percentage of our total revenues from period to period depending on the timing of these expenses.

Sales and marketing expenses are the largest component of our operating expenses and consist primarily of personnel costs for employees and contractors directly associated with our sales and marketing activities, including share-based compensation expenses, Internet advertising fees, radio and billboard advertising, public relations, commissions paid to resellers and other third parties, trade shows, travel expenses, credit card fees, marketing and promotional activities and allocated costs of facilities and information technology. We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future as we expand our sales and marketing efforts domestically and internationally and continue to build our brand, although these expenses may fluctuate as a percentage of our total revenues from period to period depending on the timing of these expenses.

General and administrative expenses consist primarily of personnel costs, including share-based compensation expenses, for employees and contractors engaged in back-office and administrative activities to support the day-to-day operations of our business. Other significant components of general and administrative expenses include professional service fees, allocated costs of facilities and information technology, cost of compliance with certain government imposed taxes, and the costs of legal matters and settlements. Following the completion of this offering, we expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and increased expenses for insurance, investor relations, and professional services. We expect our general and administrative expenses to continue to increase in absolute dollars for the foreseeable future, although these expenses may fluctuate as a percentage of our total revenues from period to period, depending on the timing of these expenses.

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Results of Operations

The following table shows our results of operations in dollars and as a percentage of our total revenues. The historical results presented below are not necessarily indicative of the results that may be expected for any future period (in thousands):

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Revenues:
Services	$	46,385		$	71,915		$	105,693		$	22,745		$	32,273
Product		3,837			6,962			8,833			2,063			3,252
Total revenues		50,222			78,877			114,526			24,808			35,525
Cost of revenues:
Services		17,915			26,475			36,215			8,130			10,709
Product		4,537			6,523			8,688			2,109			3,028
Total cost of revenues		22,452			32,998			44,903			10,239			13,737
Gross profit		27,770			45,879			69,623			14,569			21,788
Operating expenses:
Research and development		7,208			12,199			24,450			5,023			7,504
Sales and marketing		22,922			34,550			54,566			12,248			17,142
General and administrative		4,934			12,969			24,434			7,021			6,550
Total operating expenses		35,064			59,718			103,450			24,292			31,196
Loss from operations		(7,294	)		(13,839	)		(33,827	)		(9,723	)		(9,408	)
Other income (expense), net:
Interest expense		(184	)		(158	)		(1,503	)		(40	)		(639	)
Other income (expense), net		172			109			32			55			(203	)
Other income (expense), net		(12	)		(49	)		(1,471	)		15			(842	)
Loss before provision for income taxes		(7,306	)		(13,888	)		(35,298	)		(9,708	)		(10,250	)
Provision for income taxes		1			15			92			21			12
Net loss		(7,307	)	$	(13,903	)	$	(35,390	)	$	(9,729	)	$	(10,262	)

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Percentage of Total Revenues:

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Revenues:
Services		92	%		91	%		92	%		92	%		91	%
Product		8			9			8			8			9
Total revenues		100			100			100			100			100
Cost of revenues:
Services		36			34			32			33			30
Product		9			8			7			8			9
Total cost of revenues		45			42			39			41			39
Gross profit					58			61			59			61
Operating expenses:
Research and development		14			16			22			21			21
Sales and marketing		46			44			48			49			48
General and administrative		10			16			21			28			19
Total operating expenses		70			76			91			98			88
Loss from operations		(15	)		(18	)		(30	)		(39	)		(27	)
Other income (expense), net:
Interest expense		-			-			(1	)		-			(2	)
Other income (expense), net		-			-			-			-			-
Other income (expense), net		-			-			(1	)		-			(2	)
Loss before provision for income taxes		(15	)		(18	)		(31	)		(39	)		(29	)
Provision for income taxes		-			-			-			-			-
Net loss		(15	)%		(18	)%		(31	)%		(39	)%		(29	)%

Comparison of the Three Months Ended March 31, 2012 and March 31, 2013 (dollars in thousands):

Revenues

	Three Months Ended March 31,
	2012		% of Revenues			2013		% of Revenues			Increase		% Increase
Revenues:
Services	$	22,745		92	%	$	32,273		91	%	$	9,528		42	%
Product		2,063		8	%		3,252		9	%		1,189		58	%
Total revenues	$	24,808				$	35,525				$	10,717		43	%

Services revenues increased by $9.5 million, or 42%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to the acquisition of new customers and an increase in the number of users within our existing customer base. In addition, our services revenues mix contained a higher proportion of RingCentral Office customers for the three months ended March 31, 2013 compared to the three months ended March 31, 2012.

Product revenues increased by $1.2 million, or 58%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to increased phone sales driven

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by the growth of new customers to RingCentral Office, which was partially offset by a decline in average selling price per phone.

Cost of Revenues and Gross Margin

	Three Months Ended March 31,
	2012		% of Revenues			2013		% of Revenues			Increase		% Increase
Cost of revenues:
Services	$	8,130		33	%	$	10,709		30	%	$	2,579		32	%
Product		2,109		8	%		3,028		9	%		919		44	%
Total cost of revenues	$	10,239		41	%	$	13,737		39	%	$	3,498		34	%

Cost of services revenues increased by $2.6 million, or 32%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to an increase in personnel costs for employees and contractors of $0.9 million, depreciation expense of $0.8 million and third-party service provider fees of $0.6 million. The increases in headcount and other expense categories described above were driven primarily by investments in our infrastructure and capacity to improve the availability of our service offerings, while also supporting the growth in new customers and increased usage of our services by our customer base.

Cost of product revenues increased by $0.9 million, or 44%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012 due to an increase in phone sales, which was primarily driven by the growth in new RingCentral Office customers.

Overall gross margin increased from 59% to 61% and services gross margin increased from 64% to 67% for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to reduction in per usage fees that we paid to third-party telecommunications service providers as a result of increased call traffic, partially offset by increased phone sales. As a percentage of services revenues, fees paid to third-party telecommunications service providers decreased from 17% for the three months ended March 31, 2012 to 14% for the three months ended March 31, 2013. Phone sales increased by $1.2 million, or 58%, from the three months ended March 31, 2012 to the three months ended March 31, 2013.

Operating Expenses

	Three Months Ended March 31,
	2012		% of Revenues			2013		% of Revenues			Increase (Decrease)			% Increase (Decrease)
Operating expenses:
Research and development	$	5,023		21	%	$	7,504		21	%	$	2,481			49	%
Sales and marketing		12,248		49	%		17,142		48	%		4,894			40	%
General and administrative		7,021		28	%		6,550		19	%		(471	)		(7	)%
Total operating expenses	$	24,292		98	%	$	31,196		88	%		6,904			28	%

Research and development expenses increased by $2.5 million, or 49%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to an increase in personnel costs for employees and contractors of $1.9 million, including share-based compensation expenses of $0.1 million. The higher personnel costs were primarily due to a 21% increase in research and development headcount. The increase in research and development headcount was in support of the development of additional software development projects for our cloud-based and desktop

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applications. As a percentage of our total revenues, research and development expenses was unchanged for both the three months ended March 31, 2012 and March 31, 2013.

Sales and marketing expenses increased by $4.9 million, or 40%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to an increase in personnel costs for employees and contractors of $1.9 million and other sales and marketing related activities. The higher personnel costs were primarily due to a 47% increase in sales and marketing headcount. The increase in other sales and marketing related activities relate primarily to an increase in Internet advertising costs of $1.0 million and third-party sales commissions of $0.9 million. The increases in sales and marketing headcount and other expense categories described above supported our growth strategy to acquire new customers and establish brand recognition to achieve greater penetration into the North America market. As a percentage of our total revenues, sales and marketing expenses decreased from 49% for the three months ended March 31, 2012 to 48% for the three months ended March 31, 2013.

General and administrative expenses decreased by $0.5 million, or 7%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to a decrease in legal settlement costs of $1.0 million and a decrease in professional fees of $0.5 million, partially offset by an increase in personnel costs for employees and contractors of $1.8 million, including share-based compensation expenses of $0.4 million. The increases in personnel costs were due to a 19% increase in general and administrative headcount. The increases in headcount supported the infrastructure and oversight required due to the growth in our business and to expand our financial reporting and internal controls capabilities. Due to the increased staffing levels in the general administrative functions during fiscal 2012, in particular finance and legal, we incurred lower outside professional fees over the same period. As a percentage of our total revenues, general and administrative expenses decreased from 28% for the three months ended March 31, 2012 to 19% for the three months ended March 31, 2013.

Other Income and Expense, Net

	Three Months Ended March 31,
	2012			% of Revenues			2013			% of Revenues			Increase/ (Decrease)			% Increase/ (Decrease)
Other income (expense), net:
Interest expense	$	(40	)		0	%	$	(639	)		(2	)%	$	599			N/A
Other Income (expense), net	$	55			0	%	$	(203	)		(1	)%	$	(258	)		N/A

Interest expense increased by $0.6 million for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to interest accrued on a larger outstanding principal balance under our various credit facilities.

Comparison of the Years Ended December 31, 2011 and 2012 (dollars in thousands):

Revenues

	Year Ended December 31,
	2011		% of Revenues			2012		% of Revenues			Increase		% Increase
Revenues:
Services	$	71,915		91	%	$	105,693		92	%	$	33,778		47	%
Product		6,962		9	%		8,833		8	%		1,871		27	%
Total revenues	$	78,877				$	114,526				$	35,649

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Services revenues increased by $33.8 million, or 47%, for fiscal 2012 compared to fiscal 2011, primarily due to the acquisition of new customers and an increase in the number of users within our existing customer base, and to a lesser extent, the growth in our overall installed base for RingCentral Office.

Product revenues increased by $1.9 million, or 27%, for fiscal 2012 compared to fiscal 2011, primarily due to phone sales driven by the growth in new customers to RingCentral Office.

Cost of Revenues and Gross Margin

	Year Ended December 31,
	2011		% of Revenues			2012		% of Revenues			Increase		% Increase
Cost of revenues:
Services	$	26,475		34	%	$	36,215		32	%	$	9,740		37	%
Product		6,523		8	%		8,688		7	%		2,165		33	%
Total cost of revenues	$	32,998		42	%	$	44,903		39	%	$	11,905		36	%

Cost of services revenues increased by $9.7 million, or 37%, for fiscal 2012 compared to fiscal 2011, primarily due to an increase in personnel costs for employees and contractors of $3.9 million, depreciation and amortization expense of $1.7 million, third-party telecommunications service providers and network fees of $4.2 million, and software tools expense of $0.4 million. The increases in headcount and other expense categories described above were primarily driven by investments in our infrastructure and capacity to improve the availability of our service offerings, while also supporting the growth in new customers.

Cost of product revenues increased by $2.2 million, or 33%, for fiscal 2012 compared to fiscal 2011, due to an increase in phone sales, which was primarily driven by growth in new customers to RingCentral Office.

Overall gross margin increased from 58% to 61% and services gross margin increased from 63% to 66% for fiscal 2012 compared to fiscal 2011, primarily due to reduction in per usage fees that we paid to third-party telecommunications service providers as a result of increased call traffic, partially offset by increased phone sales. As a percentage of services revenues, fees paid to third-party telecommunications service providers decreased from 18% for fiscal 2011 to 16% for fiscal 2012. Phone sales increased by $1.9 million, or 27%, from fiscal 2011 to fiscal 2012.

Operating Expenses

	Year Ended December 31,
	2011		% of Revenues			2012		% of Revenues			Increase		% Increase
Operating expenses:
Research and development	$	12,199		16	%	$	24,450		22	%	$	12,251		100	%
Sales and marketing		34,550		44	%		54,566		48	%		20,016		58	%
General and administrative		12,969		16	%		24,434		21	%		11,465		88	%
Total operating expenses	$	59,718		76	%	$	103,450		91	%	$	43,732		73	%

Research and development expenses increased by $12.3 million, or 100%, for fiscal 2012 compared to fiscal 2011, primarily due to an increase in personnel costs for employees and contractors of $11.2 million, including an increase in share-based compensation expense of $0.6 million. The increase in personnel costs was primarily due to a 194% increase in research and development

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headcount. The increases in research and development headcount supported additional software applications development projects, improving the design of our user interface, and building redundancy into our databases to improve availability of our service offerings. As a percentage of our total revenues, research and development expenses increased from 16% for fiscal 2011 to 22% for fiscal 2012.

Sales and marketing expenses increased by $20.0 million, or 58%, for fiscal 2012 compared to fiscal 2011, primarily due to an increase in sales and marketing personnel costs for employees and contractors of $7.3 million, including an increase in share-based compensation of $0.4 million, and other sales and marketing related activities. The increase in sales and marketing personnel costs was primarily due to a 93% increase in sales and marketing headcount. Internet advertising increased by $3.6 million and other marketing related expenses, including third party commissions, increased by $7.3 million. The increases in headcount and other expense categories described above supported our growth strategy to acquire new customers, increase the number of users within our existing customer base and establish brand recognition to achieve greater penetration into the North American market. As a percentage of our total revenues, sales and marketing expenses increased from 44% for fiscal 2011 to 48% for fiscal 2012.

General and administrative expenses increased by $11.5 million, or 88%, for fiscal 2012 compared to fiscal 2011, primarily due to an increase in personnel costs for general and administrative employees and contractors of $7.2 million, including an increase in share-based compensation of $0.9 million, and fees for professional services of $0.6 million. The increase in general and administrative personnel costs was primarily due to a 75% increase in general and administrative headcount. Outside professional fees related primarily to legal and accounting costs. In addition, we incurred legal settlement costs of $1.1 million and the cost of certain taxes on revenue-producing transactions that exceeded amounts collected from customers of $1.2 million in 2012. As a percentage of our total revenues, general and administrative expenses increased from 16% for fiscal 2011 to 21% for fiscal 2012.

Other Income and Expense, Net

	Year Ended December 31,
	2011			% of Revenues			2012			% of Revenues			Increase (decrease)			% Increase (decrease)
Other income (expense), net:
Interest expense	$	(158	)		0	%	$	(1,503	)		(1	)%	$	(1,345	)	N/A
Other income (expense), net	$	109			0	%	$	32			0	%	$	(77	)	(71)

Interest expense increased by $1.3 million for fiscal 2012 compared to fiscal 2011, primarily due to higher levels of debt outstanding at December 31, 2012 as compared to December 31, 2011. At December 31, 2011, there was $0.6 million of debt outstanding. At December 31, 2012, there was $20.1 million of debt outstanding.

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Comparison of the Years Ended December 31, 2010 and 2011 (dollars in thousands):

Revenues

	Year Ended December 31,
	2010		% of Revenues			2011		% of Revenues			Increase		% Increase
Revenues:
Services	$	46,385		92	%	$	71,915		91	%	$	25,530		55	%
Product		3,837		8	%		6,962		9	%		3,125		81	%
Total revenues	$	50,222				$	78,877				$	28,655		57	%

Services revenues increased by $25.5 million, or 55%, for fiscal 2011 compared to fiscal 2010, primarily due to growth in the total number of customers and an increase in the number of users per customer. To a lesser extent, the growth in services revenues was attributable to the growth in new RingCentral Office customers.

Product revenues increased by $3.1 million, or 81%, for fiscal 2011 compared to fiscal 2010, primarily due to the increase in phone shipments driven by growth in RingCentral Office subscriptions.

Cost of Revenues and Gross Margin

	Year Ended December 31,
	2010		% of Revenues			2011		% of Revenues			Increase		% Increase
Cost of revenues:
Services	$	17,915		36	%	$	26,475		34	%	$	8,560		48	%
Product		4,537		9	%		6,523		8	%		1,986		44	%
Total cost of revenues	$	22,452		45	%	$	32,998		42	%	$	10,546		47	%

Cost of services revenues increased by $8.6 million, or 48%, for fiscal 2011 compared to fiscal 2010, primarily due to fees paid to third-party telecommunications service providers and network fees of $3.9 million and an increase in personnel costs for employees and contractors of $1.7 million. The increases in headcount and other expense categories described above were primarily driven by investments in our infrastructure and capacity to improve the availability of our service offerings, while also supporting the growth in new customers.

Cost of product revenues increased by $2.0 million, or 44%, for fiscal 2011 compared to fiscal 2010, due to an increase in phone sales, which was primarily driven by growth in new RingCentral Office customers.

Overall gross margin increased from 55% to 58% and services gross margin increased from 61% to 63% for fiscal 2011 compared to fiscal 2010, primarily due to reduction in per usage fees that we paid to third-party telecommunications service providers as a result of increased call traffic, partially offset by increased phone sales. As a percentage of services revenues, fees paid to third-party telecommunications service providers decreased from 21% for fiscal 2010 to 18% for fiscal 2011. Phone sales increased by $3.1 million, or 81%, from fiscal 2010 to fiscal 2011.

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Operating Expenses

	Year Ended December 31,
	2010		% of Revenues			2011		% of Revenues			Increase		% Increase
Operating expenses:
Research and development	$	7,208		14	%	$	12,199		16	%	$	4,991		69	%
Sales and marketing		22,922		46	%		34,550		44	%		11,628		51	%
General and administrative		4,934		10	%		12,969		16	%		8,035		163	%
Total operating expenses	$	35,064		70	%	$	59,718		76	%	$	24,654		70	%

Research and development expenses increased by $5.0 million, or 69%, for fiscal 2011 compared to fiscal 2010, primarily due to an increase in personnel costs for employees and contractors of $5.2 million, including share-based compensation of $0.2 million. The increase in personnel costs was primarily due to a 79% increase in research and development headcount. The increases in headcount supported additional software applications development projects, improving the design of a new user interface, and building redundancy into our databases to improve the availability of our service offerings. As a percentage of our total revenues, research and development expenses increased from 14% for the fiscal 2010 to 16% for fiscal 2011.

Sales and marketing expenses increased by $11.6 million, or 51%, for fiscal 2011 compared to fiscal 2010, primarily due to an increase in sales and marketing personnel costs for employees and contractors of $5.3 million, and other sales and marketing related activities. The increase in sales and marketing personnel costs were primarily due to a 60% increase in sales and marketing headcount. The increase in other sales and marketing related activities resulted from an increase in Internet advertising of $3.7 million. The increases in headcount and other expense categories described above supported our growth strategy to acquire new customers and establish brand recognition to achieve greater penetration into the North America market. As a percentage of our total revenues, sales and marketing expenses decreased from 46% for fiscal 2010 to 44% for fiscal 2011.

General and administrative expenses increased by $8.0 million, or 163%, for fiscal 2011 compared to fiscal 2010, primarily due to an increase in personnel costs for employees and contractors of $4.1 million, including share-based compensation of $0.2 million and fees for professional services, including accounting, tax and other professional fees of $2.9 million and loss contingencies for sales and use tax of $2.9 million. The increase in general and administrative personnel costs were primarily due to 108% increase in general and administrative headcount. Outside professional fees related primarily to legal and accounting costs to support the growth in our business. As a percentage of our total revenues, general and administrative expenses increased from 10% for fiscal 2010 to 16% for fiscal 2011.

Quarterly Results of Operations

The following tables set forth unaudited quarterly consolidated statements of operations data for each quarter of fiscal 2012 and the first quarter of fiscal 2013. We have prepared the statement of operations for each of these quarters on the same basis as the audited consolidated financial statements included elsewhere in this prospectus, and, in our opinion, it includes all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods. This information should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly results of operations are not necessarily indicative of our results of operations for any future period.

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Consolidated Statement of Operations Data (in thousands):

	Three Months Ended
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013
Revenues:
Services	$	22,745		$	24,954		$	27,290		$	30,704		$	32,273
Product		2,063			2,051			2,298			2,421			3,252
Total revenues		24,808			27,005			29,588			33,125			35,525
Cost of revenues:
Services		8,130			8,989			9,191			9,905			10,709
Product		2,109			2,073			2,041			2,465			3,028
Total cost of revenues		10,239			11,062			11,232			12,370			13,737
Gross Profit		14,509			15,943			18,356			20,755			21,788
Operating expenses:
Research and development		5,023			6,015			6,544			6,868			7,504
Sales and marketing		12,248			13,596			13,781			14,941			17,142
General and administrative		7,021			5,057			7,069			5,287			6,550
Total operating expenses		24,292			24,668			27,394			27,096			31,196
Income (loss) from operations		(9,723	)		(8,725	)		(9,038	)		(6,341	)		(9,408	)
Other income (expense), net:
Interest expense		(40	)		(191	)		(553	)		(719	)		(639	)
Other income (expense), net		55			(83	)		48			12			(203	)
Other income (expense), net		15			(274	)		(505	)		(707	)		(842	)
Loss before provision for income taxes		(9,708	)		(8,999	)		(9,543	)		(7,048	)		(10,250	)
Provision for income taxes		21			11			25			35			12
Net loss	$	(9,729	)	$	(9,010	)	$	(9,568	)	$	(7,083	)	$	(10,262	)

The following table presents the unaudited consolidated statement of operations data as a percentage of revenues:

	Three Months Ended
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013
Revenues:
Services		92	%		92	%		92	%		93	%		91	%
Product		8			8			8			7			9
Total revenues		100			100			100			100			100
Cost of revenues:
Services		33			33			31			30			30
Product		8			8			7			7			9
Total cost of revenues		41			41			38			37			39
Gross Profit		59			59			62			63			61
Operating expenses:
Research and development		21			22			22			21			21
Sales and marketing		49			50			47			45			48
General and administrative		28			19			24			16			19
Total operating expenses		98			91			93			82			88
Income (loss) from operations		(39	)		(32	)		(31	)		(19	)		(27	)
Other income (expense), net:
Interest expense		-			(1	)		(1	)		(2	)		(2	)
Other income (expense), net		-			-			-			-			-
Other income (expense), net		-			(1	)		(1	)		(2	)		(2	)
Loss before provision for income taxes		(39	)		(33	)		(32	)		(21	)		(29	)
Provision for income taxes		-			-			-			-			-
Net loss		(39	)%		(33	)%		(32	)%		(21	)%		(29	)%

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Quarterly Revenue Trends

Our services revenues are primarily driven by recurring subscription services. Historically, we have acquired more new customers in the first and third quarters of a fiscal year. However, we have seen this trend become less pronounced as our business has grown and sales of RingCentral Office have accounted for a higher percentage of our total revenues.

Quarterly Operating Expenses Trends

Operating expenses are primarily driven by headcount and headcount-related expenses, including share-based compensation expenses, and by sales and marketing programs, and have been relatively consistent as a percentage of revenues over the last five quarters. We experience some seasonality in spending on sales and marketing as we spend relatively less on marketing programs in the third and fourth quarters because of the summer vacation periods and November and December holidays. However, we cannot assure you that this trend will continue.

Our research and development expenses increased in the second quarter of 2012 as a percentage of our total revenues due to increased headcount in development and quality assurance. Our sales and marketing expenses increased in the second quarter of 2012 as a percentage of our total revenues due to increased marketing headcount and increased advertising expenses due to our expansion of our San Francisco Bay Area advertising campaign. Our general and administrative expenses increased in the third quarter of 2012 as a percentage of our total revenues due to increased finance and accounting headcount to expand our financial reporting and internal control capabilities.

Internal Control Over Financial Reporting

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audit of our consolidated financial statements for fiscal 2011, our independent registered public accounting firm identified a material weakness in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the U.S. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness that our independent registered public accounting firm identified related to our lack of sufficient, qualified personnel in our accounting and financial reporting function to perform process level controls during the period under audit to prevent misstatements in our financial statements.

In fiscal 2012 we took steps to remedy this material weakness, including hiring additional finance and accounting personnel and implementing additional policies and procedures associated with the preparation of our financial statements. We believe that we have remediated this material weakness, and our independent registered public accounting firm no longer identified a material weakness in connection with the audit of our fiscal 2012 financial statements.

However, in connection with the 2012 audit, our independent registered public accounting firm identified two significant deficiencies in our internal control over financial reporting. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

The first significant deficiency related to having insufficient controls to enable timely remittance of sales tax liabilities. During 2012, we began collecting and remitting sales taxes in the jurisdictions in

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which we operate. However, our process requires refinement due to delays in remittance of amounts collected. We have since undertaken measures to remediate this significant deficiency, including hiring a dedicated staff for sales tax collection and remittances, and are in the process of implementing a new billing system with a sales tax engine integrated to automate the process.

The second significant deficiency related to having inadequate controls with respect to accounting processes and sufficient documentation of accounting and close procedures. We are continuing to take steps to improve our controls, including hiring qualified personnel, upgrading our accounting system and implementing additional control activities.

While we believe that our efforts will be sufficient to remediate the two identified significant deficiencies and prevent further internal control deficiencies, we cannot assure you that our remediation efforts will be successful.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with Generally Accepted Accounting Principles in the U.S., or U.S. GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application. In other cases, management’s judgment is required in selecting among available alternative accounting standards that provide for different accounting treatment for similar transactions. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the amounts we report as assets, liabilities, revenues, costs, and expenses, and affect the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, our actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Revenue Recognition

We derive our revenues from two sources: (1) services revenues, which are generated from the sale of subscriptions to our SaaS applications and related services, which have contractual terms typically ranging from one month to three years, and from overage and other non-recurring fees; and (2) product revenues, which are generated from the sale of office phones and peripheral equipment used in connection with our services.

We recognize revenue in accordance with ASC 605-20, and, as such, recognize revenues when all of the following criteria are met:

Ÿ there is persuasive evidence that a customer arrangement exists;

Ÿ the service has been or being provided to the customer or the product has been delivered;

Ÿ the collection of the fees is probable; and

Ÿ the amount of fees to be paid by the customer is fixed or determinable.

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Our service fees are generally billed in advance and recognized as follows:

Ÿ fixed service plan subscription and administrative fees are recognized on a straight-line basis over their contractual service term;

Ÿ fees for additional minutes of usage in excess of plan limits are recognized on a straight-line basis over the estimated usage period; and

Ÿ one-time fees are initially deferred and recognized on a straight-line basis over the estimated average customer life.

Product revenues are billed at the time the order is received and recognized when the product has been delivered to the customer.

We frequently enter into arrangements with multiple deliverables that generally include services to be provided under the subscription plan and the sale of products used in connection with our services. We allocate revenues to each deliverable in a multiple-deliverable arrangement based upon its relative selling price. We determine the selling price for each deliverable using vendor-specific objective evidence, or VSOE, of selling price or third-party evidence, or TPE, of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, we use our best estimated selling price, or BESP, for that deliverable. Revenues allocated to each deliverable, limited to the amount not contingent on future performance, are then recognized when the basic revenue recognition criteria are met for the respective deliverable.

We determine VSOE of selling price for each deliverable based on historical standalone sales to customers. In determining VSOE, we require that a substantial majority of the selling prices for a product or service fall within a reasonably narrow pricing range of the median selling price. VSOE exists for all of our SaaS subscription plans. We use BESP as the selling price for product sales because we are not able to determine VSOE or TPE from the observable pricing data of standalone sales. We estimate BESP for a product by considering company-specific factors such as pricing strategies, direct product and other costs, and bundling and discounting practices.

We also generate services revenues and product revenues through sales of our products by resellers. When we assume a majority of the business risks associated with performance of the contractual obligations, we record the revenues on a gross basis and amounts retained by our resellers are recorded as sales and marketing expenses. Our assumption of such business risks is evidenced when, among other things, we take responsibility for delivery of the product or service, establish pricing of the arrangement, assume credit and inventory risk, and are the primary obligor in the arrangement. When a reseller assumes the majority of the business risks associated with the performance of the contractual obligations, we record the associated revenues at the net amount remitted to us by the reseller. We recognize services revenues from our resellers on a gross basis.

We record reductions to revenues for estimated sales returns and cancellations at the time the related revenues are recognized. Sales returns and cancellations are estimated based on our historical sales returns, current trends and our expectations regarding future experience. We monitor the accuracy of sales returns estimates by reviewing actual returns and adjust them for our future expectations to determine the adequacy of our current and future reserve needs. If actual future returns and allowances differ from past experience, additional allowances may be required.

Income Taxes

Significant judgment is required in determining our provision for income taxes and evaluating our tax positions. We record income taxes using the asset and liability method, which requires the

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recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments or changes in the tax law or rates. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

We provide reserves as necessary for uncertain tax positions taken on our tax filings. First, we determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit. Second, based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement, we recognize any such differences as a liability. Because of our full valuation allowance against the net deferred tax assets, any change in our uncertain tax positions would not impact our effective tax rate.

In evaluating our ability to recover our deferred tax assets, in full or in part, we consider the available positive and negative evidence, including our past results of operations, our forecast of future market growth, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment, in consultation with outside tax advisors, and are consistent with the plans and estimates we use to manage the underlying businesses. Due to the net losses we have incurred and the uncertainty of realizing our deferred tax assets, for all the periods presented, we have a full valuation allowance against our deferred tax assets.

As of December 31, 2012, we had federal and state net operating loss carryforwards of $61.9 million and $60.4 million, respectively, and federal and state research and development tax credit carryforwards in the amount of $0.5 million and $1.0 million, respectively. In the future, we intend to utilize any carryforwards available to us to reduce our tax payments. A limited amount of these carryforwards may be subject to annual limitations that may result in their expiration before some portion of them has been fully utilized.

Capitalized Internal-Use Software Development Costs

We use significant judgment in determining whether certain internal-use software development costs are capitalized or expensed and over what period the amounts capitalized should be amortized to expense. We capitalize internal-use software development costs related to our SaaS applications that are incurred during the application development stage provided that it is probable the project will be successfully completed and such costs will be recovered from future revenues. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life starting when the underlying project is ready for its intended use, generally three to four years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. We capitalized $1.5 million and $0.2 million of internal-use software development costs during fiscal 2012 and the three months ended March 31, 2013, respectively. The carrying value of internal-use software development costs, net of amortization, was $2.1 million and $2.1 million at December 31, 2012 and March 31, 2013, respectively.

Share-Based Compensation

We measure and recognize compensation expense for all stock options granted to our employees and directors, based on the estimated fair value of the award on the grant date. We use the Black-Scholes valuation model to estimate the fair value of stock option awards. The fair value is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award on a straight-line basis. We believe that the fair

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value of stock options granted to non-employees is more reliably measured than the fair value of the services received. As such, the fair value of the unvested portion of the options granted to non-employees is re-measured each period. The resulting increase in value, if any, is recognized as expense during the period the related services are rendered.

The determination of the grant date fair value of options using an option-pricing model is affected by our estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. In addition to the fair value of our common stock, these variables include the following:

Expected Term

The expected term represents the period that share-based awards are expected to be outstanding. Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise behavior, the expected term for options issued to employees was calculated as the mean of the option vesting period and contractual term. The expected term for options issued to non-employees is the contractual term.

Expected Volatility

The expected stock price volatility of common stock was derived from the historical volatilities of a peer group of similar publicly traded companies over a period that approximates the expected term of the option.

Risk-Free Interest Rate

The risk-free interest rate was based on the yield available on U.S. Treasury zero-coupon issues with a term that approximates the expected term of the option.

Expected Dividends

The expected dividend yield was 0% as we have not paid, and do not expect to pay, cash dividends.

We periodically estimate the portion of awards which will ultimately vest based on our historical forfeiture experience. These estimates are adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from our prior estimates.

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

	Year ended December 31,						Three months ended March 31,
	2011			2012			2012			2013
							(unaudited)			(unaudited)
Expected term for employees (in years)		6.2			6.1			6.1			6.1
Expected term for non-employees (in years)		10.0			10.0			10.0			10.0
Expected volatility		67	%		61	%		66	%		55	%
Risk-free interest rate		2.08	%		0.97	%		1.09	%		1.15	%
Expected dividends		-	%		-	%		-	%		-	%

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We are also required to estimate the fair value of the common stock underlying our share-based awards when performing the fair-value calculations with the Black-Scholes valuation model. The fair values of the shares of common stock underlying our share-based awards were estimated on each grant date by our board of directors. In order to determine the fair value of our common stock underlying option grants, our board of directors considered contemporaneous valuations of our common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provide by the American Institute of Certified Public Accountants 2004 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Given the absence of a public trading market of our common stock, our board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including:

Ÿ contemporaneous valuations of our common stock performed by unrelated third-party valuation firms;

Ÿ our stage of development;

Ÿ our operational and financial performance;

Ÿ the nature of our services and our competitive position in the marketplace;

Ÿ the value of companies that we consider peers based on a number of factors, including similarity to us with respect to industry and business model;

Ÿ the likelihood of achieving a liquidity event, such as an initial public offering or sale given prevailing market conditions, and the nature and history of our business;

Ÿ issuances of preferred stock and the rights, preferences and privileges of our preferred stock relative to those of our common stock;

Ÿ current business conditions and projections;

Ÿ the history of our company and our introduction of new products; and

Ÿ the lack of marketability of our common stock.

To determine the fair value of our common stock and underlying option grants, we considered contemporaneous valuations of our stock from an independent third-party valuation firm that provided us with its estimation of our enterprise value and the allocation of that value to each element of our capital structure (preferred stock, common stock, warrants and options). Management provides the independent third-party valuation firm with our historical financial statements, forecast and capitalization information, in addition to other qualitative factors which could impact our enterprise value.

In connection with these valuations, the equity value of our company was determined by applying either or both the market approach and the income approach. The income approach estimates value based on the expectation of future cash flows that the company will generate over the forecast horizon and a terminal value at the end of the forecast horizon. These future cash flows and terminal value are discounted to their present values using a discount rate derived from an analysis of the cost of capital for other companies in a similar stage of development as of each valuation date. The market comparable approach estimates value based on a comparison of the company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined which is applied to the company’s historical and projected results of operations to estimate the value of the company. In our valuations, the multiples of the comparable companies was determined using a ratio of the market value of invested capital less cash to the last twelve month revenues, or the historical multiple, and the estimated future revenues for the each company’s next fiscal year and the fiscal year subsequent to next fiscal year, or the forward multiple. The estimated equity value is then allocated to determine the estimated value of common stock. In addition, we also considered an appropriate discount adjustment to the value of common stock to reflect the lack of marketability of the common stock of a privately-held entity.

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For this allocation, the option pricing method, or OPM, was used for grants made prior to November 20, 2012, which treats each class of stock as a call option on all or part of the enterprise’s value, with exercise prices based on the liquidation preference of the preferred stock. Under this method, the common stock has value only if funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a liquidity event. The common stock is treated as a call option that gives the owner the right but not the obligation to buy the underlying enterprise value at an exercise price that is priced using the Black-Scholes option pricing model. For options granted on or after December 31, 2012, the probability weighted expected return method, or PWERM, was used. The change to PWERM was made because it was deemed a more appropriate method when the time to our potential initial public offering was expected to be short. Under the PWERM, the value of equity is estimated based on analyses of future values for the enterprise assuming various possible outcomes. Share value is based on the probability-weighted present value of expected future returns to the equity investor, considering the likely future scenarios available to the enterprise and the rights and preferences of each share class. After the enterprise value is determined and allocated to the various classes of stock using either the OPM or PWERM allocation methodologies, a discount for lack of marketability, or DLOM, is applied to arrive at the fair value of our common stock. DLOM is applied based on the premise that a private company valuation analysis relies on data from publicly traded companies, which may have substantially different characteristics; thus, discount adjustment is needed to accurately estimate the fair value of the private company common stock.

The following discussion relates primarily to our determination of the fair value per share of our common stock for purposes of calculating share-based compensation costs. In certain cases, when warranted, we considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation determined pursuant to one of the methods described below or a straight-line calculation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date. No noted single event caused the valuation of our common stock to increase or decrease through March 2013. Instead, a combination of the factors described below in each period led to the changes in the fair value of our common stock. We granted stock options with the following exercise prices between January 1, 2012 and March 31, 2013:

Grant Date	Number of Shares Granted		Exercise Price		Fair Value Per Share of Common Stock
February 1, 2012		731,834	$	2.73	$	3.35
March 2, 2012		1,069,712		2.73		3.92
March 7, 2012		30,000		2.73		4.02
May 9, 2012		305,000		4.48		5.16
August 2, 2012		825,712		6.78		6.78
August 23, 2012		164,000		6.78		6.78
September 26, 2012		982,500		6.78		6.78
November 20, 2012		190,000		6.94		6.94
January 30, 2013		211,500		7.62		7.92
February 20, 2013		192,300		7.62		8.14

The aggregate intrinsic value of vested and unvested stock options as of March 31, 2013, based on an initial public offering price of $     per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, was $     million and $     million, respectively.

The following discussion relates primarily to our determination of the fair value per share of our common stock for purposes of calculating share-based compensation expense. The combination of the factors described below in each period led to the changes in the fair value of our common stock.

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February 1, 2012, March 2, 2012 and March 7, 2012 grants

The factors our board of directors considered in determining the estimated fair value of our common stock in connection with the grant of stock options on February 1, 2012, March 2, 2012, and March 7, 2012 primarily included the results of our operations for the most recent quarter, which were in line with our expectations, and the most recent contemporaneous valuation prepared by a third-party valuation firm obtained as of December 31, 2011. Our enterprise value in this valuation incorporated a market approach, including the use of a market value revenue multiple of comparable public companies. The enterprise value was then allocated to the common stock utilizing an OPM with the following assumptions: a time to a liquidity event of 1.25 years, a risk-free rate of 0.15%, dividend yield of 0% and volatility of 60% over the time to a liquidity event. The fair value of our common stock resulting from this method, and after applying a marketability discount, was $2.73. The fair value was assessed as $2.73 on February 1, 2012, March 2, 2012 and March 7, 2012 as our board of directors determined that there were no material changes in our business since December 31, 2011 or in the assumptions upon which the valuation was based.

For financial reporting purposes, we applied a straight-line calculation using the valuations of $2.73 per share as of December 31, 2011 and $4.48 per share as of March 31, 2012 to determine the fair value of our common stock for option awards granted during this period. Using the benefit of hindsight, we determined that the straight-line calculation would provide the most reasonable determination for the valuation of our common stock on this interim date between valuations because we did not identify any single event or series of events that occurred during this interim period that would have caused a material change in fair value. In March 2012, we were in the process of updating our financial forecasts and there was no single event identified during the interim period that resulted in the increase in fair value but rather a series of events related to our continued growth, including the overall improvement of the US economy, continued adoption of VOIP and mobile technologies in business, increasing volume of multi-user customers, continued growth in new customers from the AT&T relationship, continued expansion of our indirect channel via addition of new resellers, continued expansion of advertising campaigns beyond the Internet, such as radio and billboards, the hiring of our Chief Financial Officer, and the receipt of $8.0 million of proceeds from debt financing. Based on the straight-line calculation, we assessed the fair value of our common stock for option awards granted on February 1, 2012, March 2, 2012, and March 7, 2012 to be $3.35, $3.92 and $4.02, respectively.

May 9, 2012 grants

The factors our board of directors considered in determining the estimated fair value of our common stock in connection with the grant of stock options on May 9, 2012 primarily included the results of our operations for the most recent quarter, which were in line with our expectations, and the contemporaneous valuation prepared by a third-party valuation firm as of March 31, 2012. Our enterprise value in this valuation incorporated a market approach using a market value revenue multiple of comparable public companies. The enterprise value was allocated to the common stock utilizing an OPM with the following assumptions: a time to a liquidity event of nine months, a risk-free rate of 0.17%, dividend yield of 0% and volatility of 51% over the time to a liquidity event. The fair value of our common stock as determined by an OPM, and after applying a marketability discount, was $4.48 per share as of March 31, 2012. The fair value of common stock was assessed as $4.48 per share on May 9, 2012 as our board of directors determined that there were no material changes in our business since March 31, 2012 or in the assumptions upon which the valuation was based.

For financial reporting purposes, we applied a straight-line calculation using the valuations of $4.48 per share as of March 31, 2012 and $6.06 per share as of June 30, 2012 to determine the fair value of our common stock for option awards granted during this period. Using the benefit of hindsight, we determined that the straight-line calculation would provide the most reasonable determination for

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the valuation of our common stock on this interim date between valuations because we did not identify any single event or series of events that occurred during this interim period that would have caused a material change in fair value. There was no single event identified during the interim period that resulted in the increase in fair value but rather a series of events related to our continued growth including the overall improvement of the US economy, continued adoption of VOIP and mobile technologies in business, increasing volume of multi-user customers, continued growth in new customers from the AT&T relationship, continued expansion of our indirect channel via addition of new resellers, continued expansion of advertising campaigns beyond the Internet, such as radio and billboards, the receipt of $6.0 million of proceeds from debt financing and securitization of additional debt financing of up to an additional $14.0 million, as well as continued progress towards an initial public offering, such as hiring of additional accounting staff and implementation of a new ERP system. Based on the straight-line calculation, we assessed the fair value of our common stock for option awards granted on May 9, 2012 to be $5.16.

August 2, 2012, August 23, 2012 and September 26, 2012 grants

The factors our board of directors considered in determining the estimated fair value of our common stock in connection with the grant of stock options on August 2, 2012, August 23, 2012 and September 26, 2012 primarily included the results of our operations for the most recent quarter, which were in line with our expectations, and the contemporaneous valuation prepared by a third-party valuation firm as of July 30, 2012. Our enterprise value in this valuation incorporated both an income approach utilizing a discounted cash flow analysis and market approach utilizing market value forward revenue multiples of comparable public companies. The income approach utilized a discount rate of 22% based primarily on benchmark venture capital studies of discount rates for other companies in a similar stage of development. The total enterprise value was then derived by applying a weighting factor of 25% to the indicated value of the income approach and 75% to the indicated value of the market approach. We believe the incorporation of the income approach and its relative weighting were reasonable based on an analysis of our industry and stage of development. The enterprise value was allocated to the common stock utilizing an OPM with the following assumptions: a time to a liquidity event of eight months, a risk-free rate of 0.16%, dividend yield of 0% and volatility of 50% over the time to a liquidity event. The fair value of our common stock, as determined by an OPM and, after applying a marketability discount, was $6.78 per share as of July 30, 2012. The fair value of common stock was assessed as $6.78 per share on August 2, 2012, August 23, 2012 and September 26, 2012 as our board of directors determined that there were no material changes in our business since July 30, 2012 or in the assumptions upon which the valuation was based.

November 20, 2012 grant

The factors our board of directors considered in determining the estimated fair value of our common stock in connection with the grant of stock options on November 20, 2012 primarily included the results of our operations for the most recent quarter and the issuance of Series E preferred stock in November 2012. Our enterprise value in this valuation incorporated both an income approach utilizing a discounted cash flow analysis and market approach utilizing market value forward revenue multiples of comparable public companies. The valuation utilized a discount rate of 21% based primarily on benchmark venture capital studies of discount rates for other companies in a similar stage of development. The total enterprise value was then derived by applying a weighting factor of 25% to the indicated value of the income approach and 75% to the indicated value of the market approach. The enterprise value was then allocated to the common stock utilizing an OPM with the following assumptions: a time to a liquidity event of 1.0 year, a risk-free rate of 0.18%, dividend yield of 0% and volatility of 50% over the time to a liquidity event. The fair value of our common stock as determined by an OPM and, after applying a marketability discount, was $6.94 per share as of November 16, 2012.

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Our board of directors assessed the fair value of our common stock on November 20, 2012 to be $6.94 per share, which was consistent with the conclusion of the November 16, 2012 contemporaneous independent valuation.

January 31, 2013 and February 20, 2013 grants

The factors our board of directors considered in determining the estimated fair value of our common stock in connection with the grant of stock options on January 31, 2013 and February 20, 2013 primarily included the results of our operations for the most recent quarter which were in line with our expectations and the most recent contemporaneous valuation prepared by a third-party valuation firm obtained as of December 31, 2012. Our enterprise value in this valuation incorporated both an income approach utilizing a discounted cash flow analysis and market approach utilizing market value forward revenue multiples of comparable public companies. The valuation utilized a discount rate of 21% based primarily on benchmark venture capital studies of discount rates for other companies in a similar stage of development. The total enterprise value was then derived by applying a weighting factor of 50% to the indicated value of the income approach and 50% to the indicated value of the market approach as the values did not differ significantly. The enterprise value was then allocated to the common stock utilizing PWERM assuming various possible future events, including a 75% probability of an initial public offering. The fair value of our common stock, as determined by PWERM, and after applying a marketability discount, was $7.62 per share as of December 31, 2012. Our board of directors assessed the fair value of our common stock on January 31, 2013 and February 20, 2013 to be $7.62 per share, which was consistent with the conclusion of the December 31, 2012 valuation. Our board of directors determined that there were no material changes in our business since December 31, 2012, or in the assumptions upon which the valuation was based.

For financial reporting purposes, we applied a straight-line calculation using the valuations of $7.62 per share as of December 31, 2012 and $8.53 per share as of March 31, 2013 to determine the fair value of our common stock for option awards granted during this period. Using the benefit of hindsight, we determined that the straight-line calculation would provide the most reasonable determination for the valuation of our common stock on this interim date between valuations because we did not identify any single event or series of events that occurred during this interim period that would have caused a material change in fair value. There was no single event identified during the interim period that resulted in the increase in fair value but rather a series of events related to our continued growth including the overall improvement of the U.S. economy, capital markets, continued adoption of VOIP and mobile technologies in business, increasing volume of multi-user customers, increasing volume of customers signing up for contracts longer than 30 days, continued growth in new customers from the AT&T relationship, continued expansion of our indirect channel via addition of new resellers, and continued expansion of advertising campaigns beyond the Internet, such as radio and billboards. Therefore, we determined that the straight-line calculation would provide the most reasonable conclusion for the value of our common stock on grant dates occurring during this period. Based on the straight-line calculation, we assessed the fair value of our common stock for option awards granted on January 31, 2013 and February 20, 2013 to be $7.92 and $8.14, respectively.

Our enterprise value in the March 31, 2013 valuation incorporated both an income approach utilizing a discounted cash flow analysis and market approach utilizing market value forward revenue multiples of comparable public companies. The valuation utilized a discount rate of 20% based primarily on benchmark venture capital studies of discount rates for other companies in a similar stage of development. The total enterprise value was then derived by applying a weighting factor of 50% to the indicated value of the income approach and 50% to the indicated value of the market approach. The enterprise value was then allocated to the common stock utilizing PWERM assuming various possible future events, including a 75% probability of an initial public offering. The fair value of our common stock, as determined by PWERM, and after applying a marketability discount, was $8.53 per share as of March 31, 2013.

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Liquidity and Capital Resources

Liquidity

The following table summarizes our cash flows for the periods indicated:

	Year ended December 31,									Three months ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Net cash used in operating activities	$	(614	)	$	(779	)	$	(15,015	)	$	(3,062	)	$	(9,493	)
Net cash used in investing activities		(4,764	)		(6,664	)		(10,172	)		(1,193	)		(4,064	)
Net cash provided by (used in) financing activities	$	11,713		$	9,887		$	49,475		$	7,916		$	(1,985	)

To date, we have financed our operations primarily through private placements of our preferred stock, proceeds from issuance of debt and cash from our customers. As of December 31, 2012 and March 31, 2013, we had $37.9 million and $22.3 million, respectively, of cash and cash equivalents.

During 2012, we raised $30.0 million through the private placement of 3.1 million shares of our Series E preferred stock. The shares are not mandatorily redeemable but do contain a liquidation preference equal to the original issue price plus all declared but unpaid dividends on such shares.

During 2012, we borrowed $23.7 million under three different loan and security agreements. In March 2012, we borrowed $6.0 million from a bank, which is required to be repaid over three years and accrues interest at a floating annual rate equal to prime plus 2.75%. In June 2012, we borrowed $6.0 million under a growth working capital loan from a financial institution, which is required to be repaid over three years and accrues interest at an annual fixed rate of 8.5%. In August 2012, we borrowed $9.7 million under an equipment loan with the same financial institution, which is required to be repaid over three years and accrues interest at an annual fixed rate of 5.75%.

A significant majority of our customers are on 30-day subscription periods and billed at the beginning of each subscription period via credit card. Some of our customers enter into subscription periods longer than 30 days. A small number of our customers are invoiced net 30 days. Therefore, a substantial source of our cash provided by operating activities is our deferred revenue, which is included on our consolidated balance sheet as a liability. Deferred revenue consists of the unearned portion of billed fees for our software subscriptions, which is amortized into revenue in accordance with our revenue recognition policy. As of December 31, 2012 and March 31, 2013, we had deferred revenue of $11.3 million and $12.4 million, respectively, recorded as a current liability. This deferred revenue will be recognized as revenue when all of the revenue recognition criteria are met.

Net Cash Used in Operating Activities

As of December 31, 2011, December 31, 2012 and March 31, 2013, we had working capital deficits of $5.1 million, $0.5 million and $11.2 million, and current ratios of 0.77, 0.98 and 0.75, respectively. Cash used in operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business, the increase in the number of customers using our cloud-based software, and the amount and timing of customer payments. For the periods presented, we have continued to experience increases in customer acquisition costs combined with increases in investments in personnel and infrastructure, all of which have significantly exceeded the growth in our customer base, driving net losses, which have resulted from negative working capital for the periods presented. Cash used in operating activities has historically come from a net loss driven by sales of subscriptions for our software services offset by

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non-cash expense items, such as depreciation and amortization of property and equipment, and stock-based compensation, as well as working capital sources of cash driven by increases in accounts payable, accrued liabilities and deferred revenue. As we continue to invest in personnel and infrastructure to support the anticipated growth of our business, we expect these working capital deficits, and uses of cash by operations, to continue.

Net cash used in operating activities increased by $0.2 million from fiscal 2010 to 2011 primarily due to increases in our net loss from operations of $6.5 million and inventory of $1.3 million offset by increases in depreciation and amortization of $2.3 million, accounts payable of $0.8 million and deferred revenue of $0.5 million. The increase in net loss in fiscal 2011 is a reflection of higher customer acquisition costs driven by a significant increase in our customer base, combined with investments in our own infrastructure (data center and customer support operations) and personnel to support the increased volume of business. The growth in our business also explains why accounts payable and deferred revenue increased and why we are carrying more inventory in fiscal 2011 as compared to 2010. The increase in depreciation and amortization charges are the result of significant expenditures and investments made in capital equipment over the past two fiscal years.

Net cash used in operating activities during fiscal 2012 increased by $14.2 million from fiscal 2011 to fiscal 2012, primarily due to our increase in net loss from operations of $21.5 million, an increase of $2.0 million in accounts receivable, an increase of $2.0 million in prepaid expenses and other current assets and a decrease of $3.6 million in accounts payable. These uses were offset by an increase of $10.3 million in accrued liabilities and an increase of $3.5 million in depreciation and amortization expense. The increases in net loss, accounts receivable, prepaid expenses, accrued liabilities and depreciation and amortization expense reflect the additional investments necessary to support the growing requirements of our research and development, sales and marketing, data center, and customer support operations functions.

Net cash used in operating activities increased by $6.4 million from the three months ended March 31, 2012 to the three months ended March 31, 2013, primarily due to our decrease in net loss from operations of $0.5 million, an increase of $2.3 million in prepaid expenses and other current assets, a decrease of $3.4 million in accounts payable and a decrease of $1.7 million in accrued liabilities. These uses were offset by a $1.6 million increase in non-cash charges, including depreciation, amortization, and share-based compensation expenses. The changes in accounts payable and accrued liabilities result primarily from the timing of payments to our vendors.

Net Cash Used in Investing Activities

Our primary investing activities have consisted of capital expenditures to purchase equipment necessary to support our data center facilities and our network and other operations. As our business grows, we expect our capital expenditures to continue to increase.

Net cash used in investing activities increased by $1.9 million from fiscal 2010 to 2011 due to an increase in payments on purchases of property and equipment of $2.2 million. The level of investment in capital equipment during fiscal 2011 was continued to support sustained growth of headcount levels in all functions of the business.

Net cash used in investing activities during fiscal 2012 increased by $3.5 million from fiscal 2011 to fiscal 2012 due to an increase of $3.5 million in purchase volumes of property and equipment. Additional investments in capital equipment were necessary to support the increase in headcount levels in all functions of the business, as well as additional capacity in our platform to support our increasing customer base.

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Net cash used in investing activities increased by $2.9 million from the three months ended March 31, 2012 to the three months ended March 31, 2013, primarily due to additional investment in capital equipment and software to support the increase in headcount levels in all functions of the business, as well as additional capacity in our platform to support our increasing customer base.

Net Cash Provided by Financing Activities

Our primary financing activities have consisted of equity issuances of preferred stock raised to fund our operations as well as proceeds from and payments on equipment debt and capital lease obligations entered into to finance investments in personnel and infrastructure.

Net cash provided by financing activities decreased by $1.8 million from fiscal 2010 to 2011 primarily due to the fact that no additional borrowing from our lenders occurred in 2011, whereas we borrowed $2.5 million in fiscal 2010.

Net cash provided by financing activities increased during fiscal 2012 by $39.6 million from fiscal 2011 to 2012, primarily due to $29.9 million in proceeds from the sale of preferred stock in 2012, and $24.5 million in proceeds from the term loans, offset by $6.0 million in principal repayments of term loans and capital lease obligations.

Net cash used in financing activities increased by $9.9 million from the three months ended March 31, 2012 to the three months ended March 31, 2013, primarily due to the borrowing of $7.8 million from a bank loan in the three months ended March 31, 2012 to fund working capital, while no borrowings occurred in the three months ended March 31, 2013, and an increase of $1.8 million in principal repayments in the three months ended March 31, 2013.

Capital Resources

We have satisfied our capital and liquidity needs primarily through private sales of equity securities and bank borrowings. As of March 31, 2013, we had cash and cash equivalents of $22.3 million, which were predominately denominated in U.S. dollars and consisted of bank deposits. As of March 31, 2013, $0.4 million of cash was held by our foreign subsidiaries. We have incurred net losses of $13.9 million and $35.4 million during the years ended December 31, 2011 and 2012, and $9.7 million and $10.3 million during the three months ended March 31, 2012 and 2013, respectively. Our accumulated deficit as of March 31, 2013 was $93.9 million.

We require access to capital to fund our operations, including general working capital for operating expenses, purchases of property and equipment for our operations, and other needs. We believe that our existing and future liquidity sources will satisfy our cash requirements for at least the next twelve months. Our existing sources of liquidity include our existing cash and cash equivalent balances, $4 million of additional debt financing available upon submission of an initial Form S-1 registration statement to the SEC, which we drew down in June 2013, and an exercisable put right to issue an additional $7.5 million of preferred stock to our existing investors. We expect our future sources of liquidity will increase as a result of the cash proceeds we receive from this offering. We expect that our operating losses and negative cash flows from operations will continue through at least the next twelve months and we expect to raise additional debt or equity financing needed to fund operations until we achieve positive cash flows from profitable operations. We cannot assure you that such additional financing will be available at terms acceptable to us, or at all.

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Contractual Obligations

The following summarizes our contractual obligations as of December 31, 2012 (in thousands):

	Payments Due by Period
	Less than 1 year		1 to 3 years		4 to 5 years		more than 5 years		Total
Operating lease obligations	$	1,313	$	2,139	$	1,383	$	-	$	4,835
Capital lease obligations		388		775		-		-		1,163
Short- and long-term debt obligations		7,919		12,580		-		-		20,499
Purchase obligations		16,216		-		-		-		16,216
Total	$	25,836	$	15,494	$	1,383	$	-	$	42,713

Purchase obligations represent an estimate of all open purchase orders and contractual obligations in the normal course of business for which we have not received the goods or services as of December 31, 2012. Although open purchase orders are considered enforceable and legally binding, except for our purchase orders with our inventory suppliers, the terms generally allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to the delivery of goods or performance of services. Our purchase orders with our inventory suppliers are non-cancellable. In addition, we have other obligations for goods and services entered into in the normal course of business. These obligations, however, are either not enforceable or legally binding, or are subject to change based on our business decisions. The aggregate of these items represents our estimate of purchase obligations.

In October 2010, we amended and restated the loan and security agreement governing our credit facility with Silicon Valley Bank, which we further amended in November 2011 and June 2012, referred to as the SVB Credit Agreement. The SVB Credit Agreement provides for an $8.0 million term loan that will mature on March 1, 2015, and up to $4 million under an equipment line of credit that will mature on March 1, 2015. Advances made under the SVB Credit Agreement must be repaid in 36 equal monthly installments of principal plus interest, which accrues at an annual rate of prime plus 2.75% for the term loan and prime plus 1.75% for the equipment loan. A final payment of 0.5% of the original principal amount of the credit facility is due at maturity. In connection with entering into the SVB Credit Agreement, we issued Silicon Valley Bank a warrant to purchase Series C preferred stock at an exercise price of $3.29938 per share with the number of shares purchasable equal to 2.0% of the principal of each loan divided by the exercise price, up to a maximum of 108,000 shares. We have pledged all of our assets, excluding intellectual property, as collateral to secure our obligations under the SVB Credit Agreement.

In June 2012, we entered into a loan and security agreement for a secured term facility, or the Growth Working Capital Loan Facility, and an equipment loan and security agreement for a secured equipment loan facility, or the Equipment Loan Facility, both with TriplePoint Capital LLC, or TriplePoint.

The Growth Working Capital Loan Facility provides for a $6.0 million term loan, which may be increased by an additional $4.0 million upon the filing or submission of an S-1 registration statement contemplating an initial public offering of our common stock with expected total net proceeds of at least $50.0 million. This facility is available to be drawn through June 21, 2013. On June 29, 2012, we borrowed $6.0 million under the Growth Working Capital Loan Facility, which is subject to interest-only payments for the first three monthly payments at an interest rate of 9.0%, and has monthly installments of principal and interest for months 4 through 36 at an interest rate of 8.5% and matures on August 1, 2015. A final payment equal to 4% of each advance made under the Growth Working Capital Loan Facility is due at maturity. In connection with entering into the Growth Working Capital Loan Facility, we issued TriplePoint a warrant to purchase 49,788 shares of Series D preferred stock with the exercise

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price set at the lower of: (i) $6.02551 or (ii) lowest price per share in the next round of preferred stock financing. We have pledged all of our assets, excluding intellectual property, as collateral to secure our obligations under the Growth Facility.

The Equipment Loan Facility provides for a $10.0 million term loan, which may be increased by an additional $10 million, subject to certain conditions, to finance the purchase of equipment and software. This facility is available to be drawn through June 21, 2013. All our obligations under the Equipment Loan Facility are secured by equipment financed under the Equipment Loan Facility. On August 27, 2012, we borrowed an aggregate of $9.7 million under the Equipment Loan Facility, which accrues interest at an annual interest rate of 5.75% and matures on August 1, 2015. A final payment equal to 10% of each advance made under the Equipment Loan Facility is due at maturity. In connection with entering into the Equipment Loan Facility, we issued TriplePoint a warrant to purchase shares of Series D preferred stock with the exercise price set at the lower of: (i) $6.02551 or (ii) lowest price per share in the next round of preferred stock financing. The shares exercisable under the warrant are issuable in two tranches: (i) 1.75% of the $10.0 million available under the loan facility (or 29,043 shares) in connection with opening the Equipment Loan Facility in June 2012, and (ii) 1.75% of the amount advanced (up to an additional 29,043 shares) under the Equipment Loan Facility.

We are in compliance with all covenants under our loan facilities. Both loan facilities contain customary negative covenants which limit our ability to, among other things, incur additional indebtedness, grant liens, make investments, repurchase stock, pay dividends, transfer assets and merge or consolidate. Both loan facilities also contain customary affirmative covenants, including requirements to, among other things, deliver audited financial statements.

Indemnification Obligations

Certain of our agreements with resellers and customers include provisions for indemnification against liabilities if our services infringe a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnification provisions and have not accrued any liabilities related to such obligations in the consolidated financial statements as of December 31, 2012 or March 31, 2013. However, in connection with the CallWave Litigation, as further described below under Contingencies, we have agreed to indemnify and to defend AT&T for losses that are solely attributable to CallWave’s infringement allegations against our products and services.

Contingencies

Legal Proceedings

We are subject to certain legal proceedings described below, and from time to time may be involved in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters, and other litigation matters relating to various claims that arise in the normal course of business. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing specific litigation and regulatory matters using reasonably available information. We develop our views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Litigation settlement and legal fees are expensed in the period in which they are incurred. No accrued legal settlement liabilities are recorded on the consolidated balance sheet as of December 31, 2011. At December 31, 2012 and March 31, 2013, we had accrued a loss estimate of $1.1 million.

In June 2011, j2 Global, Inc., or j2, and Advanced Messaging Technologies, Inc. filed a joint complaint against us in the U.S. District Court for the Central District of California, Case No. 2:11-cv-04686-DDP-AJW, alleging infringement of U.S. Patent Nos. 6,208,638, 6,350,066, and

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7,020,132, and seeking a permanent injunction, damages, and attorneys’ fees should judgment be found against us. On March 4, 2013, Advanced Messaging Technologies filed a second complaint against us in the U.S. District Court for the Central District of California, Case No. 2:13-CV-01526, alleging infringement of U.S. Patent No. 7,975,368. On April 26, 2013, we entered into a license and settlement agreement with j2 and one of its affiliates to settle the matters. Under the terms of the settlement, the parties granted each other certain patent cross-licenses for over ten years and the parties have dismissed all claims in the litigations with prejudice.

On December 21, 2012, CallWave Communications, LLC, or CallWave, which we believe is a non-practicing entity filed a lawsuit against us in the U.S. District Court for the District of Delaware (CallWave Communications, LLC v. RingCentral, Inc., Case No. 1:12-cv-01748-RGA). CallWave has asserted similar claims against other companies, including Google Inc., AT&T Inc., AT&T Mobility LLC, Sprint Nextel Corp., T-Mobile US, Inc., Verizon Communications, Inc., Research in Motion Limited and Telovations, Inc. Since then, CallWave has amended its complaint twice such that they are currently asserting U.S. Patents Nos. 7,397,910 (the ‘910 patent), 7,555,110 (the ‘110 patent), 7,822,188 (the ‘188 patent), 8,325,901 (the ‘901 patent), 7,636,428 (the ‘428 patent), 8,351,591 (the ‘591 patent), 8,064,588 (the ‘588 patent), and 7,839,987 (the ‘987 patent) against our products and services and AT&T’s Office@Hand products and services, seeking damages but no injunction. AT&T has sought and RingCentral has agreed to indemnify and to defend AT&T for losses that are solely attributable to CallWave’s infringement allegations against our products and services. On April 1, 2013, we filed an Answer and Counterclaims denying all claims by CallWave in the First Amended Complaint. On June 3, 2013, we filed an Answer and Counterclaims denying all claims by CallWave in the Second Amended Complaint. We intend to vigorously defend ourselves against CallWave’s claims. The result of this litigation is inherently uncertain, and, at this time, no estimate can be made of the loss or range of loss, if any, for this matter as of December 31, 2012.

Sales Tax Liability

During 2010 and 2011, we increased our sales and marketing activities in the U.S., which may be asserted by a number of states to create an obligation under nexus regulations to collect sales taxes on sales to customers in the state. Prior to 2012, we did not collect sales taxes from our customers on sales in all states. In the second quarter of 2012, we commenced collecting and remitting sales taxes on sales in all states, therefore the loss contingency is applicable to sales and marketing activities in 2010, 2011 and the three months ended March 31, 2012. As of December 31, 2011, December 31, 2012 and March 31, 2013, we recorded a long-term sales tax liability of $3.5 million, $3.9 million, and $4.0 million, respectively, based on our best estimate of the probable liability for the loss contingency incurred as of those dates. Our estimate of a probable outcome under the loss contingency is based on analysis of our sales and marketing activities, revenues subject to sales tax, and applicable regulations in each state in each period. No significant adjustments to the long-term sales tax liability have been recognized in the accompanying consolidated financial statements for changes to the assumptions underlying the estimate.

Employee Agreements

We have signed various employment agreements with executives and key employees pursuant to which if we terminate their employment without cause or if the employee does so for good reason following a change of control of our company, the employees are entitled to receive certain benefits, including severance payments, and accelerated vesting of stock options and continued COBRA coverage. To date, no triggering events which would cause these provisions to become effective have occurred. Therefore, no liabilities have been recorded for these agreements in the consolidated financial statements.

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Off-balance Sheet Arrangements

During the three months ended March 31, 2012 and 2013 and the years ended December 31, 2010, 2011 and 2012, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.

Foreign Currency Risk

Our functional currency of our foreign subsidiaries is generally the local currency. Most of our sales are denominated in U.S. dollars, and therefore our net revenue is not currently subject to significant foreign currency risk. Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in the U.S., Canada, the Philippines, Russia, Ukraine, UK and China. During the three months ended March 31, 2013, we also formed a wholly owned subsidiary in the Netherlands and in the second quarter of 2013, we formed a wholly owned subsidiary in Switzerland. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments. During 2012 and during the three months ended March 31, 2013, the effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our consolidated financial statements.

Interest Rate Sensitivity

We had cash and cash equivalents of $37.9 million and $22.3 million as of December 31, 2012 and March 31, 2013, respectively. We hold our cash and cash equivalents for working capital purposes. Our cash and cash equivalents are held in cash and short-term money market funds. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future interest income. During fiscal 2012 and the three months ended March 31, 2013, the effect of a hypothetical 10% increase or decrease in overall interest rates would not have had a material impact on our interest income. In addition, as of December 31, 2012, we had approximately $6.0 million in short and long-term debt with variable interest rate components. A hypothetical 10% increase or decrease would have had a $0.6 million impact on our interest expense.

Recent Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, we must report comprehensive income in either a single continuous statement of comprehensive income, which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 did not have a material impact on our consolidated results of operation and financial condition.

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BUSINESS

Overview

We are a leading provider of software-as-a-service, or SaaS, solutions for business communications. We believe that our innovative, cloud-based approach disrupts the large market for business communications solutions by providing flexible and cost-effective services that support distributed workforces, mobile employees and the proliferation of “bring-your-own” communications devices. We enable convenient and effective communications for our customers across all their locations, all their employees, all the time, thus enabling a more productive and dynamic workforce. RingCentral Office, our flagship service, is a multi-user, enterprise-grade communications solution that enables our customers and their employees to communicate via voice, text and fax, on multiple devices, including smartphones, tablets, PCs and desk phones.

Traditionally, businesses have used on-premise hardware-based communications systems, commonly referred to as private branch exchanges, or PBXs. These systems generally require specialized and expensive hardware that must be deployed at every business location and are primarily designed for employees working only at that location and using only their desk phones. In addition, these systems generally require significant upfront investment and ongoing maintenance and support costs. Furthermore, according to Gartner’s April 2013 report entitled “Bring Your Own Device: The Facts and the Future,” by 2017, half of employers will require their employees to supply their own devices for work purposes. We believe that this trend will create additional challenges for businesses using legacy communications solutions.

Our solutions have been developed with a mobile-centric approach and can be configured, managed and used from a smartphone or tablet. We have designed our user interfaces to be intuitive and easy to use for both administrators and end-users. We believe that we can provide substantial savings to our customers because our services do not require the significant upfront investment in on-premise infrastructure hardware or ongoing maintenance costs commonly associated with on-premise systems. Our solutions generally use existing broadband connections. We design our solutions to be delivered to our customers with high reliability and quality of service using our proprietary high-availability and scalable infrastructure.

The market for business communications solutions is large. According to Infonetics Research, from 2008 through 2012, there were 61 million PBX lines sold in North America. Assuming our current base selling price of approximately $20 per user per month, we believe that the potential replacement market is approximately $15 billion in North America. We also believe that this estimate significantly understates the potential market opportunity for our cloud-based solutions because a significant number of businesses today have not historically deployed a business communications system due to functionality limitations, cost and other factors.

We primarily generate revenues by selling subscriptions for our cloud-based services. We focus on acquiring and retaining our customers and increasing their spending with us through adding additional users, upselling current customers to premium service editions, and providing additional features and functionality. We market and sell our services directly, through both our website and inside sales teams, as well as indirectly through a network of over 1,000 resellers, including AT&T. We have a differentiated business model that reduces the time and cost to purchase, activate and begin using our services. We generally offer free trials to prospective customers, allowing them to evaluate our solutions before making a purchasing decision.

We have a diverse and growing customer base comprised of over 300,000 businesses across a wide range of industries, including advertising, consulting, finance, healthcare, legal, real estate, retail

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and technology. To date, we have focused our principal efforts on the market for small and medium-sized businesses, defined by IDC as less than 1,000 employees, in the U.S. and Canada. We are also making investments in an effort to address larger customers. We also believe that there is an additional growth opportunity in international markets.

We have experienced significant growth in recent periods, with total revenues of $50.2 million, $78.9 million and $114.5 million in 2010, 2011 and 2012, respectively, generating year-over-year increases of 57% and 45%, respectively. We have continued to make significant expenditures and investments, including in research and development, brand marketing and channel development, infrastructure and operations and incurred net losses of $7.3 million, $13.9 million and $35.4 million, in 2010, 2011 and 2012, respectively. For the three months ended March 31, 2012 and 2013, our total revenues were $24.8 million and $35.5 million, respectively, and our net losses were $9.7 million and $10.3 million, respectively.

Industry Background

The Market for Business Communications Solutions is Large

According to Infonetics Research, from 2008 through 2012, there were 61 million PBX lines sold in North America. Assuming our current base selling price of approximately $20 per user per month, we believe that the potential replacement market is approximately $15 billion in North America. We also believe that this estimate significantly understates the potential market opportunity for our cloud-based solutions, because a significant number of businesses today have not historically deployed a business communications system due to functionality limitations, cost and other factors.

Evolution in the Way People Work and Communicate

In recent years, there have been significant changes in how people work and communicate with customers, co-workers and other third parties. Traditionally, business personnel worked primarily at a single office, during business hours, and utilized desk phones as their primary communications devices connected through a PBX. With the proliferation of smartphones and tablets that offer much of the functionality of PCs, combined with the pervasiveness of inexpensive broadband Internet access, businesses are increasingly working around the clock across geographically dispersed locations, and their employees are using a broad array of communications devices and utilizing text, along with voice and fax, for business communications.

These changes have created new challenges for business communications. Traditional on-premise systems are generally not designed for workforce mobility, “bring-your-own” communications device environments, or the use of multiple communication channels, including text. Today, businesses require flexible, location- and device-agnostic communications solutions that provide users with a single identity across multiple locations and devices.

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Limitations of Existing Business Communications Systems

We believe that legacy on-premise systems have several limiting characteristics, including being:

Ÿ Location-Specific.    On-premise systems are typically hardware-based and primarily manage desk phones at a single office location. These systems are complex to use for businesses with multiple office locations and employees working remotely or largely outside an office.

Ÿ Device-Specific.    On-premise systems are generally designed to work with a specific fixed-line phone provisioned to work only with a certain type of system. As a result, on-premise systems do not work well with smartphones, tablets and PCs and can have difficulty supporting a “bring-your-own” communications device business environment.

Ÿ Difficult to Deploy, Use and Manage.    On-premise systems can be difficult and time-consuming to set up, deploy, manage and support. They generally require the installation and configuration of complex hardware infrastructure, a connection to phone networks, time-consuming set up and activation and training for administrators and end-users. They also generally lack simple and intuitive user interfaces for easy configuration and use. As a result, on-premise systems generally are not “user-friendly,” have long deployment cycles and require technical expertise to set up, manage and use.

Ÿ Challenging to Scale.    On-premise systems do not efficiently scale with business growth, as additional hardware and software upgrades are often required to support additional employees and offices. Costly upgrades are also typically required to support additional features and functionality.

Ÿ Expensive.    On-premise systems are typically expensive to deploy and manage. They not only require upfront costs on hardware and software, but also ongoing maintenance and upgrade costs. These legacy systems also often require trained and dedicated IT personnel to support ongoing use of the system.

Ÿ Difficult to Integrate.    On-premise systems are relatively inflexible and often require extensive investments of time and IT personnel to integrate with other commonly used business applications, such as content management, email and collaboration applications.

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Opportunity for Next-Generation, Cloud-Based Business Communications Platform

Fundamental advances in cloud technologies have enabled a new generation of business software to be delivered as a service over the Internet. Today, mission-critical applications such as customer relationship management, human capital management, enterprise resource planning and information technology, or IT, support are being delivered securely and reliably to businesses through cloud-based platforms. While on-premise systems typically require significant upfront and ongoing costs, as well as trained and dedicated IT personnel, cloud-based services enable cost-effective and easy delivery of business applications to users regardless of location or access device.

We believe that there is a significant opportunity to leverage the benefits of cloud computing to provide next-generation, cloud-based business communications solutions that address the new realities of workforce mobility, multi-device environments and multi-channel communications, thereby enabling people to communicate the way they do business. In addition to location and device independence, these next-generation solutions should also provide the scalability, ease of use and affordability that are lacking in legacy on-premise business communications systems today.

We believe both large and small businesses currently served by on-premise systems may embrace this opportunity to replace those systems. We also believe that businesses not currently served by on-premise business communications systems, due to functionality and cost limitations, may embrace the opportunity to use cloud-based business communications solutions.

Our Solutions

Our cloud-based business communications solutions provide a single user identity across multiple locations and devices, including smartphones, tablets, PCs and desk phones, and allow for communication across multiple channels, including voice, text and fax. Our proprietary solutions enable a more productive and dynamic workforce, and has been architected using industry standards to meet modern business communications requirements, including workforce mobility, “bring-your-own” communications device environments and multiple communications channels.

Our solutions are delivered using a high-availability and, scalable infrastructure and are designed for easy self-service activation, provisioning and management with minimal technical expertise or training required. Our solutions scale easily and rapidly, allowing our customers to add new users regardless of where they are located. They are generally affordable, requiring little to no upfront infrastructure hardware costs or ongoing maintenance and upgrade costs commonly associated with on-premise systems. RingCentral Office, our flagship offering, is a multi-user, enterprise-grade communications solution. We also offer RingCentral Professional, primarily an inbound call routing service with additional text and fax capabilities targeting smaller deployments, and RingCentral Fax, an Internet fax service that permits sending and receiving faxes over the Internet.

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RingCentral Solutions

We believe that our solutions provide not only the core functionality of existing on-premise communications solutions, but also additional key benefits that address the changing requirements of business. The key benefits of our solutions include:

Ÿ Location Independence.    Our cloud-based solution is designed to be location independent. We seamlessly connect distributed and mobile users, enabling employees to communicate with a single identity whether working from a central location, a branch office, on the road, or at home.

Ÿ Device Independence.    Our solution is designed to work with a broad range of devices, including smartphones, tablets, PCs and desk phones, enabling businesses to successfully implement a “bring-your-own” communications device strategy.

Ÿ Instant Activation; Easy Account Management.    Our solutions are designed for rapid deployment and ease of management. Our simple and intuitive graphical user interfaces allow administrators and users to set up and manage their business communications system with little or no IT expertise, training or dedicated staffing. Our solutions work with users’ existing smartphones, tablets, PCs and desk phones. Additionally, if a customer desires new desk phones, we also sell pre-configured, Plug&Ring-ready phones that can be easily connected to the customer’s existing broadband service.

Ÿ Scalability.    Our cloud-based solutions scale easily and efficiently with the growth of our customers. Customers can add users, regardless of their location, without having to purchase additional infrastructure hardware or software upgrades.

Ÿ Lower Cost of Ownership.    We believe that our customers experience significantly lower cost of ownership compared to legacy on-premise systems. Using our cloud-based solutions, our customers can avoid the significant upfront costs of infrastructure hardware, software, ongoing maintenance and upgrade costs, and the need for dedicated and trained IT personnel.

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Ÿ Seamless and Intuitive Integration with Other Cloud-Based Applications.    Cloud-based applications are proliferating within businesses of all sizes. Integration of these cloud-based business applications with legacy on-premise systems is typically complex and expensive, which limits the ability of businesses to leverage cloud-based applications. Our platform provides seamless and intuitive integration with multiple popular cloud-based business applications such as salesforce.com, Google Drive, Box and Dropbox.

Our Competitive Strengths

Our competitive strengths include:

Ÿ Proprietary Core Technology Platform.     We have developed our core multi-tenant, cloud-based, high-availability, scalable platform in-house over several years using industry standards. Our platform incorporates our communications and messaging services, delivery and billing infrastructure and application programming interfaces, or APIs, for integration with third parties. We believe that owning our own technology allows us to regularly improve our platform to meet new customer needs and to seamlessly and rapidly deliver new features and functionality to our customers via our SaaS platform.

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Ÿ    Mobile-Centric Approach.    Our platform was developed with a mobile-centric approach and can be provisioned, configured, managed and used from a smartphone or tablet as well as from PCs and the Web. Our solutions are designed to work with a broad range of devices, including smartphones, tablets, PCs and desk phones, enabling businesses to successfully implement a “bring-your-own” communications device strategy. Ÿ    Rapid Innovation and Release Cycle.    We strive to continuously innovate in an effort to regularly release new features and functionality to our customers. We intend to continue to invest significantly in research and development to increase the quality of our services and develop and deliver new services quickly to meet evolving customer demand. We believe that our ability to rapidly innovate and enhance our communications solutions is an important competitive advantage. Ÿ    Quality and Reliability of Service.    Our platform employs a number of technologies and tools to provide the quality of service that our customers expect while using their existing broadband connections. We can optimize for quality of end-user broadband connectivity as well as the type of devices used. We operate our multi-tenant platform on a high-availability, scalable-on-demand, redundant infrastructure.

Ÿ    Effective Go-to-Market Strategy.    We employ a broad range of direct and indirect marketing channels to target potential customers, including search-engine marketing, search-engine optimization, referral, affiliate, radio and billboard advertising. We offer simple, easy-to-understand pricing plans. We generally offer customers a free trial and provide post-sale implementation assistance for larger customers to help them configure their communications solutions and to familiarize them with the benefits of our services. In addition, we offer ongoing customer support to help retain our customers and encourage them to add more users and functionality.

Our Growth Strategy

Key elements of our growth strategy include:

Ÿ Focus on Larger RingCentral Office Customers.    We intend to broaden our focus to larger potential RingCentral Office customers. We believe that these customers are more likely to have employees working in distributed locations or multiple offices and thus will derive additional benefits from deploying our solution. We believe that these customers are more likely to require additional services, purchase premium service editions, have higher retention rates and enter into longer-term contracts.

Ÿ Continue to Innovate.    Our ability to develop new features and functionality is central to our success. We intend to continue to invest in development efforts to introduce new features and functionality to our customers. We plan to further invest in research and development, including continuing to hire top available technical talent, to expand our core cloud-based business communications solution and launch new services.

Ÿ Grow Revenues from Existing Customers.    We intend to grow our revenues from our existing customers as they add new users and as we provide them with new features and functionality.

Ÿ Expand Our Distribution Channels.    Our indirect sales channel currently consists of a network of over 1,000 resellers, including AT&T. We intend to continue to foster these relationships and develop additional relationships with other resellers.

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Ÿ Scale Internationally.    To date, we have focused almost exclusively on the North American market. We believe that there is an additional growth opportunity for our cloud-based business communications solutions in international markets.

Our Services

Our services are RingCentral Office, RingCentral Professional and RingCentral Fax. RingCentral Office is our most comprehensive solution and provides our full suite of features and functionality for businesses, while RingCentral Professional and RingCentral Fax deliver subsets of RingCentral’s Office’s features and functionality.

RingCentral Office.    RingCentral Office, our flagship service, is a multi-location, multi-user, enterprise-grade communications solution that enables employees to communicate via different channels, including voice, text and fax, on multiple devices, including smartphones, tablets, PCs and desk phones. RingCentral Office also offers out-of-the-box integration with other cloud-based business applications. This service is designed primarily for businesses that require a communications solution, regardless of location, type of device, expertise, size or budget. Businesses are able to seamlessly connect users working in multiple office locations on smartphones, tablets, PCs and desk phones.

Key features of RingCentral Office include:

Ÿ    Cloud-Based Business Communications Solutions.    We offer multi-user, multi-extension, cloud-based business communications solutions that do not require installation, configuration, management or maintenance on-premise hardware and software. Our services are instantly activated, and deliver a rich set of functionality across multiple locations and devices.
Ÿ    Mobile-Centric Approach.    Our solution includes smartphone and tablet mobile applications that customers can use to set up and manage company, department and user settings from anywhere. Our applications turn iOS and Android smartphones and tablets into business communication devices. Users can change their personal settings instantly and communicate via voice, text and fax. Personal mobile devices are fully integrated into the customer’s cloud-based communication solution, using the company’s numbers, and displaying one of the company’s caller ID for calls made through our mobile applications.
Ÿ    Easy Set-Up and Control.    Our user interfaces have a familiar smartphone touch-screen “look and feel” and provide a consistent user experience across smartphones, tablets, PCs and desk phones, making it intuitive and easy for our customers to quickly discover and use our solution across devices. Among other capabilities, administrators can specify and modify company, department, and user settings, auto-receptionist settings, call-handling, and routing rules, and add, change, and customize users and departments.

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Ÿ    Flexible Call Routing.    Our solution includes an auto-attendant to easily customize call routing for the entire company, departments, groups, or individual employees. It includes a robust suite of communication management options, including time of day, caller ID, and call queuing, and sophisticated routing rules for complex call handling for the company, departments, groups and individual employees.
Ÿ    Integrated Voice, Text and Fax Communications with One Business Number.    By eliminating the need for multiple business numbers, users are able to easily control how, when and where they conduct their business communications through routing logic with one number. Employees can stay connected, thus increasing efficiency, productivity and responsiveness to their customers. Having one business number also enables users to keep personal mobile numbers private.
Ÿ    Cloud-based Business Application Integrations.    Our solution seamlessly integrates with other cloud-based business applications such as salesforce.com, Google Drive, Box and Dropbox. For example, integration with salesforce.com brings up customer records immediately based on inbound caller IDs, resulting in increased productivity and efficiency. Additionally, users can easily fax documents directly from their cloud-based storage accounts.

RingCentral Professional.    Our RingCentral Professional solution provides a subset of our RingCentral Office solution capabilities designed primarily for smaller businesses. RingCentral Professional is principally used as an inbound call routing service with text and fax capabilities.

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RingCentral Fax.    Our RingCentral Fax solution provides Internet fax capabilities that allow businesses to send and receive fax documents without the need for a fax machine.

Our Customers

We have a diverse and growing customer base comprised of over 300,000 businesses across a wide range of industries, including advertising, consulting, finance, healthcare, legal, real estate, retail and technology. Our revenues are highly diversified across our customer base, with no single non-reseller customer accounting for more than 1% of our total revenues in 2010, 2011, 2012 or the three months ended March 31, 2013. To date, we have focused our principal efforts on the market for small and medium-sized businesses, defined by IDC as less than 1,000 employees, in the U.S. and Canada. We believe that there is an additional growth opportunity in international markets. We are also making investments that will allow us to address larger enterprise customers. The following are examples of our current RingCentral Office customers across industry, acquisition channel, size and business needs.

DME Automotive handles marketing for the largest automotive organizations in the US, with over 300 employees in two offices in Florida. Their business requires significant collaboration with their customers and employees across both offices on a daily basis. To increase productivity, DME Automotive, LLC, or DME, needed a communications solution that would allow their employees to connect with customers and with each other as efficiently as possible, whether in or out of the office, without having to manage multiple phone numbers or devices across many locations. In just one weekend, DME set up RingCentral Office across their entire organization, displacing their existing approximately $300,000 on-premise system, which had also required them to engage a specialized technical team any time they needed to make changes or conduct maintenance.

TRUSTe is an online privacy provider for online sites, headquartered in San Francisco with over 100 employees and offices in Los Angeles, Chicago and Miami. Over 25% of True Ultimate Standards Everywhere, Inc’s, or, TRUSTe’s employees are in the field. Their legacy, on-premise communications system did not meet the needs of the workforce because mobile employees were not connected to the communications system like in-house employees, and hence lacked the functionality needed to manage their business. In addition, TRUSTe was spending significant time and resources managing their communications system. After starting with a free trial, TRUSTe purchased RingCentral Office and can now connect their field employees as if they were in an office, giving them better access to greater functionality. In addition, with RingCentral Office’s capability to configure and manage the entire businesses communications solution using smartphone apps, TRUSTe is able to reduce time and money spent on technical experts.

Motion Recruitment is a national recruitment firm with over 600 employees across three operating units and 22 locations. They provide national recruiting for technology-related jobs as well as outsourced recruiting solutions. Their previous communications system required 19 different on-premise systems to support their different operating units and locations. Motion Recruitment Partners, or Motion Recruitment, wanted a communications solution that could support their business communications needs and increase efficiency across their entire company. Using RingCentral Office, Motion Recruitment has one complete communications solution servicing all three operating units and locations. Further, leveraging RingCentral Office’s enhanced, modern functionality, they have empowered their sales agents with greater control over their customer communication, and have improved their ability to manage their quality of service.

Amerivest Realty is a full-service brokerage firm in Florida with over 200 Realtor Associates. Prior to subscribing to RingCentral Office, they had an on-premise communications system that

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required technical expertise and was managed and maintained by an external consulting company. With 90% of their Realtors working remotely with flexible hours, Associates were disconnected from their business communications system, and had to juggle business and personal devices to communicate with customers. When Amerivest Realty needed to scale their firm, the associated ongoing resources, expertise, and costs along with the lack of mobile integration forced them to look at other options. With RingCentral Office, Amerivest Realty was able to minimize the ongoing maintenance costs and manage the entire communications system with their in-house, non-technical, administrative staff. They were also able to connect their Associates with customers using one business number for voice, text and fax, regardless of what device the Realtor was using or where they were located. Associates and staff now have the power to customize their own settings on their smartphones, further reducing the resources and time required by Amerivest Realty to manage their business communications.

Marketing, Sales and Support

We use a variety of marketing, sales and support activities to generate and cultivate ongoing customer demand for our services, acquire new customers, and engage with our existing customers. We sell through both direct and indirect channels. We provide on-boarding implementation support to help our customers set up and configure their newly purchased communications system, as well as ongoing self-service, phone support and training. We also closely track and monitor customer acquisition costs to assess how we are deploying our marketing, sales and customer support spending.

Ÿ Marketing.    Our marketing efforts include SEM, SEO, radio advertising, online display advertising and billboard advertising. We track and measure our marketing costs closely across all channels so that we can acquire customers in a cost-efficient manner.

Ÿ Direct Sales.    We primarily sell our products and services through direct inbound and outbound sales efforts. We have direct sales representatives located in the U.S. and internationally.

Ÿ Indirect Sales.    Our indirect sales channel consists of a network of over 1,000 resellers, including AT&T, which help broaden the adoption of our services without the need for a large direct field sales force.

Ÿ Customer Support.    While our intuitive and easy-to-use user interface serves to reduce our customers’ need for support, we provide online and phone customer support, as well as post-sale implementation support, to help customers configure and use our solution. We track and measure our customer satisfaction and our support costs closely across all channels to provide a high level of customer service in a cost-efficient manner.

Research and Development

We believe that continued investment in research and development is critical to expanding our leadership position within the cloud-based business communications solutions market. We devote the majority of our research and development resources to software development. Our engineering team has significant experience in various disciplines related to our platform, such as, voice text and fax processing, mobile application development, IP networking and infrastructure, user experience, security and robust multi-tenant cloud-based system architecture.

Our development methodology, in combination with our SaaS delivery model, allows us to provide new and enhanced capabilities on a regular basis. Based on feedback from our customers and

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prospects and our review of the broader business communications and SaaS markets, we continuously develop new functionality while maintaining and enhancing our existing solution.

Our research and development expenses were $7.2 million, $12.2 million, $24.5 million and $7.5 million in fiscal 2010, fiscal 2011, fiscal 2012 and the three months ended March 31, 2013, respectively.

Technology and Operations

Our platform is built on a highly scalable and flexible infrastructure comprised of commercially available hardware and software components. We believe that both hardware and software components of our platform can be replaced, upgraded or added with minimal or no interruption in service. The system is designed to have no single point-of-failure.

We host our services and serve our customers in North America from two third-party data center facilities in San Jose, California and Vienna, Virginia, and we intend to host our services and serve our customers in Europe from two third-party data center facilities in Amsterdam, the Netherlands and Zurich, Switzerland. Our data centers are designed to host mission-critical computer and communications systems with redundant, fault-tolerant subsystems and compartmentalized security zones. We maintain a security program designed to ensure the security and integrity of customer data, protect against security threats or data breaches, and prevent unauthorized access to our customers’ data. We limit access to on-demand servers and networks at our production and remote backup facilities.

We serve North American customers out of two Points of Presence, known as POPs, one in San Jose, California and the other in Vienna, Virginia. RingCentral subscribers are divided into Parts of Data, or PODs, each comprised of two symmetrical, synchronized units, one per POP. POPs and PODs are redundant with switchover and failover capabilities between POPs. This architecture enables us to deliver our services in a scalable and reliable manner. We can manage our customer growth by adding additional PODs and POPs into our delivery infrastructure as required. For connectivity, we

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leverage third-party network service providers, including of Level 3 Communications, Inc., Bandwidth.com, Inc., Novatel Wireless, Inc. and AT&T.

Intellectual Property

We rely on a combination of patent, copyright, and trade secret laws in the U.S. and other jurisdictions, as well as license agreements and other contractual protections, to protect our proprietary technology. We also rely on a number of registered and unregistered trademarks to protect our brand. In addition, we seek to protect our intellectual property rights by implementing a policy that requires our employees and independent contractors involved in development of intellectual property on our behalf to enter into agreements acknowledging that all works or other intellectual property generated or conceived by them on our behalf are our property, and assigning to us any rights, including intellectual property rights, that they may claim or otherwise have in those works or property, to the extent allowable under applicable law.

Our intellectual property portfolio includes 15 issued U.S. patents, which expire between 2026 and 2032. We also have 47 patent applications pending for examination in the U.S. and 20 patent applications pending for examination in foreign jurisdictions, all of which are related to U.S. applications. In general our patents and patent applications apply to certain aspects of our SaaS and mobile applications and underlying communications infrastructure. We are also a party to various license agreements with third parties that typically grant us the right to use certain third-party technology in conjunction with our products and services.

Competition

The market for business communications solutions is rapidly evolving, complex, fragmented and defined by changing technology and customer needs. We expect competition to continue to increase in the future. We believe that the principal competitive factors in our market include:

Ÿ service features and capabilities;

Ÿ system reliability, availability and performance;

Ÿ speed and ease of activation, setup and configuration;

Ÿ ownership and control of the underlying technology;

Ÿ integration with mobile devices;

Ÿ brand awareness and recognition;

Ÿ simplicity of the pricing model; and

Ÿ total cost of ownership.

We believe that we generally compete favorably on the basis of the factors listed above.

We face competition from a broad range of providers of business communications solutions. Some of these competitors include:

Ÿ traditional on-premise, hardware business communications providers such as Alcatel-Lucent, S.A., Avaya Inc., Cisco Systems, Inc., Mitel Networks Corporation, ShoreTel, Inc. and Siemens Enterprise Networks, LLC, any of which may now or in the future also host their solutions through the cloud, and their resellers;

Ÿ software providers such as Microsoft Corporation and Broadsoft, Inc. that generally license their software and may now or in the future also host their solutions through the cloud, and their resellers including major carriers and cable companies;

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Ÿ established communications providers, such as AT&T Inc., Verizon Communications Inc. and Comcast Corporation, that resell on-premise hardware, software and hosted solutions;

Ÿ other cloud companies such as j2 Global, Inc. and 8x8, Inc.; and

Ÿ other large, Internet companies, such as Google Inc., Yahoo! Inc. and Amazon.com, any of which might launch its own cloud-based business communications services or acquire other cloud-based business communications companies in the future.

Employees and Contractors

As of June 30, 2013, we had 399 full-time employees, including 144 in research and development, 152 in sales and marketing, 23 in operations, 25 in customer technical support, and 55 in general and administrative. As of such date, we had 304 employees located in the U.S. and 95 internationally, including 89 in China. None of our employees are covered by collective bargaining agreements. We believe that our employee relations are good and we have never experienced any work stoppages.

We also contract with third-party contractors whose employees or subcontractors’ employees perform services for us. We refer to our third-party contractors’ employees and subcontractors’ employees as our contractors. As of June 30, 2013, we had 1,050 of these contractors, including 261 in research and development, 48 in operations, 286 in sales and marketing, 319 in customer technical support and 99 in general and administrative. As of such date, we had 26 contractors located in the U.S. and 1,024 internationally, including 693 in the Philippines, 321 in Russia and Ukraine and 10 in other countries.

Regulatory

As a provider of Internet communications services, we are subject to regulation in the U.S. by the FCC. Some of these regulatory obligations include contributing to the Federal Universal Service Fund, Telecommunications Relay Service Fund and federal programs related to number administration; providing access to E-911 services; protecting customer information; and porting phone numbers upon a valid customer request. We are also required to pay state and local 911 fees and contribute to state universal service funds in those states that assess Internet voice communications services. In addition, we have certified a wholly owned subsidiary as a competitive local exchange carrier in six states and currently intend to obtain certificates for our subsidiary in six additional states. This subsidiary, RCLEC, is subject to the same FCC regulations applicable to telecommunications companies, as well as regulation by the public utility commissions in states where the subsidiary provides services. Specific regulations vary on a state-by-state basis, but generally include the requirement for our subsidiary to register or seek certification to provide its services, to file and update tariffs setting forth the terms, conditions and prices for our intrastate services and to comply with various reporting, record-keeping, surcharge collection and consumer protection requirements.

As we expand internationally, we will be subject to laws and regulations in the countries in which we offer our services. Regulatory treatment of Internet communications services outside the U.S. varies from country to country, is often unclear, and may be more onerous than imposed on our services in the U.S. Our regulatory obligations in foreign jurisdictions could have a material adverse effect on the use of our services in international locations. See the section entitled “Risk Factors” for more information.

Facilities

Our principal executive offices are located in San Mateo, California, where we occupy an approximately 28,000 square-foot facility, under a lease expiring on May 31, 2017. While we believe

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that our facilities are sufficient and suitable to meet our immediate needs, we are currently evaluating expansion opportunities. We periodically evaluate the adequacy of our existing facilities, and, given our expected growth, we expect to move our offices or secure additional space in our current building or another building within the next 12 months.

Legal Proceedings

On December 21, 2012, CallWave Communications, LLC, or CallWave which we believe is a non-practicing entity, filed a lawsuit against us in the U.S. District Court for the District of Delaware (CallWave Communications, LLC v. RingCentral, Inc., Case No. 1:12-cv-01748-RGA). CallWave has asserted similar claims against other companies, including Google, Verizon Communications, Inc., T-Mobile US, Inc., Sprint-Nextel Corp., AT&T Inc. and AT&T Mobility LLC. Since then, CallWave has amended its complaint twice such that they are currently asserting U.S. Patents Nos. 7,397,910 (the ‘910 patent), 7,555,110 (the ‘110 patent) 7,822,188 (the ‘188 patent) 8,325,901 (the ‘901 patent”), 7,636,428 (the ‘428 patent); 8,351,591 (the ‘591 patent); 8,064,588 (the ‘588 patent); and, 7,839,987 (the ‘987 patent) against our products and services and AT&T’s Office@Hand products and services, seeking damages but no injunction. AT&T has sought and RingCentral has agreed to indemnify and to defend AT&T for losses that are solely attributable to CallWave’s infringement allegations against our products and services. On April 1, 2013, we filed an Answer and Counterclaims denying all claims by CallWave in the First Amended Complaint. On June 3, 2013, we filed an Answer and Counterclaims denying all claims by CallWave in the Second Amended Complaint. We intend to vigorously defend ourselves against CallWave’s claims.

In June 2011, j2 Global, Inc., or j2, and Advanced Messaging Technologies, Inc. filed a joint complaint against us in the U.S. District Court for the Central District of California, Case No. 2:11-cv-04686-DDP-AJW, alleging infringement of U.S. Patent Nos. 6,208,638, 6,350,066, and 7,020,132, and seeking a permanent injunction, damages, and attorneys’ fees should judgment be found against us. On March 4, 2013, Advanced Messaging Technologies filed a second complaint against us in the U.S. District Court for the Central District of California (Case No. 2:13-CV-01526) alleging infringement of U.S. Patent No. 7,975,368. On April 26, 2013, we entered into a license and settlement agreement with j2 and one of its affiliates to settle the matters. Under the terms of the settlement, the parties granted each other certain patent cross-licenses for over ten years and the parties have dismissed all claims in the litigations with prejudice.

In addition to the matters described above, we may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows and financial condition.

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MANAGEMENT

Executive Officers, Directors and Key Employees

The following table sets forth the names, ages and positions of our executive officers, key employees and directors as of June 30, 2013:

Name	Age		Position
Executive Officers
Vladimir Shmunis		52	Chief Executive Officer, Chairman and Founder
Robert Lawson		49	Chief Financial Officer
David Berman		41	President
Kira Makagon		49	Executive Vice President, Innovation
Praful Shah		57	Senior Vice President, Strategy
John Marlow		44	Senior Vice President, Corporate Development, General Counsel and Secretary
Non-Employee Directors
Joseph Kennedy(1)(2)		53	Director
Douglas Leone(2)		55	Director
Robert Theis(1)(2)		52	Director
David Weiden(3)		41	Director
Neil Williams(1)(3)		60	Director
Bobby Yerramilli-Rao		47	Director

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Nominating and Corporate Governance Committee

Executive Officers

Vladimir Shmunis is one of our co-founders and has served as our Chief Executive Officer and Chairman since our inception in 1999. Prior to RingCentral, from 1992 to 1998, Mr. Shmunis served as President and Chief Executive Officer of Ring Zero Systems, Inc., a desktop communications software provider founded by Mr. Shmunis and acquired by Motorola, Inc. Mr. Shmunis holds a B.S. in Computer Science and an M.S. in Computer Science from San Francisco State University.

Our board of directors believes that Mr. Shmunis possesses specific attributes that qualify him to serve as a director, including the perspective and experience he brings as our Chief Executive Officer and his experience as an executive in the technology industry. Our board of directors also believes that he brings historical knowledge, operational expertise and continuity to the board of directors.

Robert Lawson has served as our Chief Financial Officer since February 2012. Prior to joining us, from November 2009 to February 2012, Mr. Lawson served as Senior Vice President and Chief Financial Officer of Codexis, Inc., a developer of processes for the production of biofuels, chemicals and pharmaceuticals. From 2001 to November 2009, Mr. Lawson was Vice President, Finance-Consumer Group of Intuit Inc., a provider of business and financial management solutions. While at Intuit, Mr. Lawson held various senior financial management positions, including Vice President, Investor Relations and Financial Planning and Analysis and Vice President, Finance-Small Business and Personal Finance. Prior to Intuit, Mr. Lawson served for 15 years in various financial management roles at General Electric Company. Mr. Lawson holds a B.S. in Business Administration from Iowa State University.

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David Berman has served as our President since June 2013 and has been an advisor to the Company since March 2009. Prior to joining us, from January 2010 to June 2013, Mr. Berman served as the Chief Executive Officer and President of Affectiva, Inc., an emotion measurement technology company. From June 2008 to January 2010, Mr. Berman served as an advisor to numerous startup companies, and from June 1999 to May 2008, Mr. Berman served in various roles at WebEx Communications Inc. He was most recently WebEx’s President, Worldwide Sales and Services, and before that he served as Vice President of Worldwide Sales and Vice President of Worldwide Corporate Sales and Services and Vice President of Worldwide Corporate Sales. Mr. Berman holds a bachelors degree in Business Administration from the University of San Diego.

Kira Makagon has served as our Executive Vice President, Innovation, since August 2012. Prior to joining us, from January 2012 to July 2012, Ms. Makagon served as the Chief Product Officer of Red Aril, Inc. a provider of media optimization solutions that was acquired by Hearst Corporation in December 2011. From April 2010 to December 2011, she served as the President of Red Aril, and from June 2009 to April 2010, she founded and served as the Chief Executive Officer of Red Aril. From January 2009 to May 2009, Ms. Makagon served as a consultant and board member of NebuAd, Inc., a developer of data capture and analysis systems. From August 2008 to December 2008, she served as Chief Executive Officer of NebuAd, and from September 2006 to July 2008, she co-founded and served as President of NebuAd. Prior to that, from 2001 to August 2006, Ms. Makagon served in various roles at Exigen Group, a provider of SaaS workflow platforms and call center solutions, including President, Ventures and Alliances, and Executive Vice President, Marketing and Business Development. From 1998 to 2000, Ms. Makagon co-founded and served as Senior Vice President, Products of Octane Software, a provider of web-based customer relationship management applications, that was acquired by Epiphany, Inc., and from 1993 to 1998, she served as Vice President of Product Development of Scopus Technology, a provider of customer relationship management solutions, that was acquired by Siebel Systems. Ms. Makagon holds a B.A. in Computer Science from the University of California, Berkeley and an M.B.A. from the Haas School of Business.

Praful Shah has served as our Senior Vice President, Strategy since 2010 and served as our Vice President, Strategy from April 2008 to 2010. Prior to joining us, from July 2007 to March 2008, Mr. Shah was engaged in reviewing and investing in YouWeb, LLC, an early stage technology incubator. From 1997 to June 2007, Mr. Shah served in various roles at WebEx Communications, Inc., a provider of cloud collaboration services. He was most recently WebEx’s Vice President, Strategic Communications, and before that he served as Vice President of Online Products, Vice President of Strategic Marketing, Vice President of Business Development and Vice President of Marketing. Prior to WebEx, from 1995 to 1997, Mr. Shah served at Oracle Corporation as Senior Director of Marketing for Oracle’s Internet Products and Database Products Divisions. Mr. Shah holds a bachelors degree in Electronics and Communications Engineering from Manipal Institute of Technology in India, and a masters degree in Computer Science from Pennsylvania State University.

John Marlow has served as a Senior Vice President since June 2013, and as our General Counsel and Secretary since April 2009. He was appointed as Vice President of Corporate Development in November 2008. Mr. Marlow also served on our board of directors from August 2005 until August 2011. Prior to joining us, from November 2003 to December 2008, Mr. Marlow was a founding partner at Entrepreneurs Law Group, LLP, a law firm. From January 2003 to October 2003, Mr. Marlow was a partner at Reed Smith LLP, an international law firm. From January 2002 to December 2002, he was a partner at Crosby, Heafey, Roach & May, LLP, a law firm acquired by Reed Smith. Mr. Marlow holds a B.A. from Colgate University in Sociology and a J.D. from the University of California Berkeley, Boalt Hall School of Law.

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Non-Employee Directors

Joseph Kennedy has served on our board of directors since August 2012. Mr. Kennedy has served as the chief executive officer, president and a member of the board of directors of Pandora Media, Inc., an Internet radio services company, since July 2004, and has served as chairman of the board of directors of Pandora since August 2005. On March 7, 2013, Pandora announced that Mr. Kennedy would be stepping down from his current positions once his successor is identified and appointed. Prior to joining Pandora Media, from 1999 to 2004, Mr. Kennedy served as president and chief operating officer of E-LOAN, Inc., an online financial services company. Prior to that, Mr. Kennedy served in various positions in sales and marketing at Saturn Corporation, an automobile manufacturer, most recently as the vice president of sales, service and marketing from 1995 to 1999. Mr. Kennedy holds a B.S. in electrical engineering and computer science from Princeton University and an M.B.A. from Harvard Business School.

Our board of directors believes that Mr. Kennedy possesses specific attributes that qualify him to serve as a director, including his extensive experience in the technology industry and his public company management and board experience.

Douglas Leone has served on our board of directors since December 2006. Mr. Leone has been at Sequoia Capital, a venture capital firm, since 1988 and has been a managing member since 1993. Mr. Leone also serves on the boards of directors of ServiceNow, Inc., a cloud-based service provider, and CafePress Inc., an online retailer. Mr. Leone holds a B.S. in Mechanical Engineering from Cornell University, an M.S. in Industrial Engineering from Columbia University and an M.S. in Management from the Massachusetts Institute of Technology.

Our board of directors believes that Mr. Leone possesses specific attributes that qualify him to serve as a director, including his substantial experience as a venture capitalist and as a director of technology companies focusing on Internet and software and communications companies. Our board of directors also believes that Mr. Leone brings historical knowledge and continuity to the board of directors.

Robert Theis has served on our board of directors since August 2011. Mr. Theis has served as a managing director at Scale Venture Partners, a venture capital firm, since May 2008. Mr. Theis also serves on the board of directors at BrightRoll, Inc., a provider of digital video advertising, HubSpot, Inc., a provider of inbound marketing software, and PeopleMatter, Inc., a provider of human capital management software. Prior to joining Scale Ventures, from July 2000 to April 2008, Mr. Theis served as a general partner with Doll Capital Management, a venture capital firm. From July 1996 to June 2000, Mr. Theis served as executive vice president and served on the board of directors of New Era of Networks, Inc., a supplier of Internet infrastructure software and services. From April 1986 to June 1996, Mr. Theis served as a Managing Director at Sun Microsystems, Inc., a provider of computers and computer components acquired by Oracle Corporation, and from January 1984 to March 1986, as Marketing Manager at Silicon Graphics. Inc., a provider of high-performance computing solutions. Mr. Theis holds a B.A. in Economics from the University of Pittsburgh, Pennsylvania.

Our board of directors believes that Mr. Theis possesses specific attributes that qualify him to serve as a director, including his substantial experience as a venture capitalist investment professional and as a director of technology infrastructure and applications companies.

David Weiden has served on our board of directors since December 2006. Mr. Weiden has served as a General Partner at Khosla Ventures, a venture capital firm, since 2006. Prior to joining Khosla Ventures, Mr. Weiden worked as an entrepreneur at companies acquired by AT&T, Inc., Time Warner Inc. and Microsoft Corporation. Mr. Weiden holds a B.A. in Organizational Behavior from Harvard University.

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Our board of directors believes that Mr. Weiden possesses specific attributes that qualify him to serve as a director, including his experience as venture capitalist focusing on the technology sector and his professional experience as an executive of other telecommunications and technology companies. Our board of directors also believes that Mr. Weiden brings historical knowledge and continuity to the board of directors.

Neil Williams has served on our board of directors since March 2012. Mr. Williams has served as Senior Vice President and Chief Financial Officer at Intuit since January 2008. Prior to joining Intuit, from April 2001 to September 2007, Mr. Williams served as Executive Vice President of Visa U.S.A., Inc., a wholly owned subsidiary of Visa, Inc., a credit and debit card payment network. From November 2004 to September 2007, he served as Chief Financial Officer. During the same period, Mr. Williams held the dual role of Chief Financial Officer for Inovant LLC, Visa’s global IT organization. Mr. Williams holds a Bachelor’s degree in Business Administration from the University of Southern Mississippi and is a certified public accountant.

Our board of directors believes that Mr. Williams possesses specific attributes that qualify him to serve as a director, including his professional experience in the areas of finance, accounting and audit oversight.

Bobby Yerramilli-Rao has served on our board of directors since November 2012. Since April 2012, Dr. Yerramilli-Rao has served as a Director with Hermes Growth Partners, Ltd., a private equity firm focused on growth stage companies in the telecom, media and technology sectors. From August 2010 to April 2012, he was served as a founder of Hermes Growth Partners, Ltd. From January 2006 to July 2010, he served as Corporate Strategy Director and Internet Services Marketing Director of Vodafone Group PLC, a provider of mobile communications products and services. From 1994 to January 2006, Dr. Yerramilli-Rao served as a partner at McKinsey & Company, a management consulting company. He holds a D.Phil in Robotics from the University of Oxford and an M.A. in Electrical Engineering from the University of Cambridge.

Our board of directors believes that Dr. Yerramilli-Rao possesses specific attributes that qualify him to serve as a director, including his experience as a private equity investor focusing on growth stage companies in the telecommunications and technology sectors and his professional experience as an executive of a telecommunications services provider.

Board Composition

Our business affairs are managed under the direction of our board of directors, which is currently composed of seven members. Six of our directors are independent within the meaning of the independent director guidelines of the                     . All directors are elected to hold office until their successors have been elected and qualified. Officers are elected and serve at the discretion of the board of directors.

Staggered Board

Pursuant to our amended and restated certificate of incorporation, which will be effective upon completion of the offering, our board of directors will be divided into three classes. The members of each class will serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, a director in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. The classes will be composed as follows:

Ÿ                      will be Class I directors, and their terms will expire at the annual meeting of stockholders to be held in 2014;

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Ÿ                      will be Class II directors, and their terms will expire at the fiscal 2015 annual meeting of stockholders to be held in 2015; and

Ÿ                      will be Class III directors, and their terms will expire at the fiscal 2016 annual meeting of stockholders to be held in 2016.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. See “Description of Capital Stock—Provisions of Our Certificate of Incorporation and Bylaws and Delaware Anti-Takeover Law” for a discussion of other anti-takeover provisions found in our amended and restated certificate of incorporation.

Director Independence

Under the rules of the                     , independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of this offering. In addition, the rules of the             require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of                     , a director is independent only if our board of directors makes an affirmative determination that the director has no material relationship with us.

In                      2013, our board of directors undertook a review of its composition, the composition of its committees and the independence of each director. The determination of our board of directors was based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships. In making this determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Our board of directors has determined that all of the members of our board of directors, except our chief executive officer, Vladimir Shmunis, are “independent directors” as defined in applicable rules of the Securities and Exchange Commission, or SEC, and                      rules.

Board Committees

Our board of directors has established an audit committee and a compensation committee. Prior to completion of this offering, our board of directors also intends to establish a nominating and corporate governance committee and may establish other committees from time to time. The charters for each of our committees will be available on our website upon completion of this offering.

Audit Committee

Our audit committee oversees our accounting and financial reporting process and the audit of our financial statements and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee is responsible for, among other things:

Ÿ appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

Ÿ pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

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Ÿ reviewing annually a report by the independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;

Ÿ reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

Ÿ coordinating the oversight and reviewing the adequacy of our internal control over financial reporting with both management and the independent registered public accounting firm;

Ÿ establishing policies and procedures for the receipt and retention of accounting related complaints and concerns, including a confidential, anonymous mechanism for the submission of concerns by employees;

Ÿ periodically reviewing legal compliance matters, including securities trading policies, periodically reviewing significant accounting and other financial risks or exposures to our company and reviewing and, if appropriate, approving all transactions between our company or its subsidiaries and any related party (as described in Item 404 of Regulation S-K);

Ÿ periodically reviewing our code of business conduct and ethics;

Ÿ establishing policies for the hiring of employees and former employees of the independent registered public accounting firm; and

Ÿ reviewing the audit committee report required by Securities and Exchange Commission rules to be included in our annual proxy statement.

The audit committee has the power to investigate any matter brought to its attention within the scope of its duties and the authority to retain counsel and advisors to fulfill its responsibilities and duties.

Our audit committee is comprised of Joseph Kennedy, Robert Theis, and Neil Williams, who is the chairperson of the committee. Our board of directors has designated Neil Williams as an “audit committee financial expert,” as defined under the rules of the SEC implementing Section 407 of the Sarbanes Oxley Act of 2002.

Our board of directors has considered the independence and other characteristics of each member of our audit committee and has concluded that the composition of our audit committee meets the requirements for independence under the current requirements of the                      and SEC rules and regulations. Audit committee members must satisfy additional independence criteria set forth under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In order to be considered independent for purposes of the Rule 10A-3, an audit committee member may not, other than in his capacity as a member of the audit committee, accept consulting, advisory or other fees from us or be an affiliated person of us. Each of the members of our audit committee qualifies as an independent director pursuant to Rule 10A-3.

Compensation Committee

Our compensation committee oversees our compensation policies, plans and programs. The compensation committee is responsible for, among other things:

Ÿ reviewing and recommending policies, plans and programs relating to compensation and benefits of our directors, officers and employees;

Ÿ annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer;

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Ÿ annually evaluating the performance of our chief executive officer in light of such corporate goals and objectives and recommending the compensation of our chief executive officer to the board of directors for its approval;

Ÿ administering our equity compensations plans for our employees and directors; and

Ÿ reviewing for inclusion in our proxy statement the report of the compensation committee required by the Securities and Exchange Commission.

The compensation committee also has the power to investigate any matter brought to its attention within the scope of its duties and the authority to retain counsel and advisors to fulfill its responsibilities and duties.

Our compensation committee is comprised of Robert Theis, Doug Leone and Joseph Kennedy, who is the chairperson of the committee. Our board of directors has determined that each member of the compensation committee is an independent director for compensation committee purposes as that term is defined in the applicable rules of the                     , is a “non-employee director” within the meaning of Rule 16b-3(d)(3) promulgated under the Securities Exchange Act of 1934, as amended, and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee, or nominating committee, will oversee and assist our board of directors in reviewing and recommending corporate governance policies and nominees for election to our board of directors and its committees. The nominating committee will be responsible for, among other things:

Ÿ evaluating and making recommendations regarding the organization and governance of our board of directors and its committees and changes to our certificate of incorporation and bylaws and stockholder communications;

Ÿ reviewing succession planning for our chief executive officer and other executive officers and evaluating potential successors;

Ÿ assessing the performance of board members and making recommendations regarding committee and chair assignments and composition and size of our board of directors and its committees;

Ÿ recommending desired qualifications for board and committee membership and conducting searches for potential members of our board of directors;

Ÿ evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees;

Ÿ reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; and

Ÿ reviewing and approving conflicts of interest of our directors and corporate officers, other than related party transactions reviewed by the audit committee.

The nominating committee will also have the power to investigate any matter brought to its attention within the scope of its duties. It will also have the authority to retain counsel and advisors to fulfill its responsibilities and duties.

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Our nominating committee will be comprised of                          and                     , who will be the chairperson of the committee. Each of the nominating committee members will be an independent director for nominating committee purposes as that term is defined in the applicable rules of the                     .

Code of Business Conduct and Ethics

Prior to the completion of this offering, we will adopt a code of business conduct and ethics that is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers. The code of business conduct and ethics will be available on our website at www.ringcentral.com. We expect that any amendment to the code, or any waivers of its requirements, will be disclosed on our website. The inclusion of our website in this prospectus does not include or incorporate by reference the information on our website into this prospectus.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Non-Employee Director Compensation

Prior to this offering, we had not implemented a formal policy with respect to compensation payable to our non-employee directors for service as directors. From time to time, we have paid cash compensation and/or granted stock options to certain non-employee directors for their service on our board of directors. We also reimburse our directors for expenses associated with attending meetings of our board of directors and committees of our board of directors.

The following table shows, for the fiscal year ended December 31, 2012, certain information with respect to the compensation of all of our non-employee directors.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)		Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Mohan Gyani			-		28,055	(2)		-		-		28,055
Neil Williams					81,156							81,156
Joseph Kennedy					107,964							107,964

(1) Amounts listed in this column represent the fair value of the awards computed in accordance with FASB ASC Topic 718 as of the grant date multiplied by the number of shares. See note 7 to the notes to our consolidated financial statements for a discussion of assumptions made in determining the grant date fair value.

(2) Mr. Gyani resigned from our board of directors in August 2012. He received this option in connection with his services as an advisor subsequent to his resignation from our board of directors.

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EXECUTIVE COMPENSATION

This section describes the material elements of compensation awarded to, earned by or paid to our Chief Executive Officer and the two other most highly compensated individuals who served as our executive officers during the year ending December 31, 2012, or fiscal 2012. These individuals are listed in the “2012 Summary Compensation Table” below and are referred to as the named executive officers in this prospectus.

Our named executive officers for fiscal 2012 were:

Ÿ Vladimir Shmunis, Chief Executive Officer;

Ÿ Kira Makagon, Executive Vice President, Innovation; and

Ÿ Robert Lawson, Chief Financial Officer.

2012 Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers during fiscal 2012.

Name and Principal Position	Year		Salary ($)		Bonus ($)			Option Awards ($)(1)(2)			Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)		Total ($)
Vladimir Shmunis		2012		325,000		20,313	(7)		3,166,531	(4)		126,140		-		3,637,984
Chief Executive Officer
Kira Makagon(5)		2012		104,167		8,250	(8)		2,070,073			44,375		-		2,226,865
Executive Vice President, Innovation
Robert Lawson(6)		2012		217,708		12,500	(7)		1,505,905			64,713		-		1,800,826
Chief Financial Officer

(1) The dollar amounts in this column represent the compensation cost for fiscal 2012 of stock option awards granted in fiscal 2012. These amounts have been calculated in accordance with FASB Statement No. 123 (revised) ASC Topic 718, “Share-Based Payment,” or SFAS 123R, using the Black-Scholes option-pricing model. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included elsewhere in this prospectus.

(2) Unless otherwise noted in the footnotes, the shares underlying these options vest over four years as follows: 25% of the shares vest one year following the vesting commencement date, with the remaining 75% of the shares vesting in equal monthly installments over the next three years.

(3) Amounts in this column represent amounts earned pursuant to our 2012 Bonus Plan and bonuses approved by our board of directors. Amounts earned were paid quarterly, with such payments being made for the fiscal year 2012 in the quarter following the quarter in which the amount was earned.

(4) These shares underlying this option vest over three years as follows: 2.78% of the shares vest on the last day of each month commencing on January 31, 2013.

(5) Ms. Makagon joined us in August 2012.

(6) Mr. Lawson joined us in February 2012.

(7) Based on our performance in the second quarter of 2012, the board approved a discretionary bonus for Vladimir Shmunis of $20,313 and a discretionary bonus for Robert Lawson of $12,500.

(8) The board approved a discretionary bonus of $8,250 for Kira Makagon for her services since joining our company, bringing her entire third quarter payments to an amount that would have been paid had she been employed by us during the entire quarter.

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Non-Equity Incentive Plan Compensation

In May 2012, our board of directors, in consultation with our CEO and management team, approved a Bonus Plan for making cash performance incentive awards to our executive officers, including our named executive officers. The materials terms of the Bonus Plan are described in the “Employee Benefit and Equity Incentive Plans” section below.

For each of the first two quarters of fiscal 2012, the bonus pool under the Bonus Plan would fund based on our achievement against quarterly target levels of the following performance objectives (weighted 50% each): (i) revenue, and (ii) free cash flow. In September 2012, our board of directors amended the Bonus Plan with respect to the last two quarters of fiscal 2012, such that the bonus pool under the Bonus Plan would fund for each of these quarters based on our achievement against quarterly target levels of the following performance objectives (weighted 50% each): (i) revenue, and (ii) operating income (loss). The target levels for the last two quarters of fiscal 2012 were to be based on the amended operating plan for fiscal 2012 that our board of directors approved in August 2012.

For the bonus pool under the Bonus Plan to fund for a given quarter, we had to achieve at least 90% of the quarterly revenue target and (i) for quarters one and two, no more than 111.1% of the negative cash flow quarterly target or (ii) for quarters three and four, no more than 125% of the negative operating income (operating loss) target. The bonus pool would fund at up to 120% of target levels for achievement of 120% of target revenue and (i) for quarters one and two, 83.3% of target negative cash flow or (ii) for quarters three and four, 83.3% of target operating loss. If the achievement percentage of any of the performance objectives exceeded these levels, our board of directors reserved the discretion to adjust the bonus pool upwards.

Following the end of each quarter, our board of directors reviewed our financial performance against the approved performance objectives under the Bonus Plan and approved cash payments for each of our named executive officers that were equal to the following percentages of his or her quarterly target incentive compensation amounts: 100% (first quarter), 0% (second quarter), 100% (third quarter) and 110.5% (fourth quarter).

The total cash incentive payments paid to our named executive officers for fiscal 2012 are described in the “Non-Equity Incentive Compensation” column of the 2012 Summary Compensation Table.

Perquisites

Our named executive officers are eligible to participate in the same group insurance and employee benefit plans generally available to our other salaried employees in the U.S. These benefits include medical, dental, vision, and disability benefits and other plans and programs made available to other eligible employees. At this time, we do not provide special plans or programs for our named executive officers.

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Outstanding Equity Awards at Fiscal Year-End

The following table presents information concerning equity awards held by our named executive officers at the end of fiscal 2012.

	Option Awards
	Grant Date		Number of Securities Underlying Unexercised Options (#)						Option Exercise Price ($)		Option Expiration Date
Name			Exercisable			Unexercisable
Vladimir Shmunis		1/19/2010		500,000			500,000	(1)	$	1.10		1/19/2020
		9/26/2012		890,000	(2)		0		$	6.78		9/26/2022
Kira Makagon		8/2/2012		575,212	(3)		0		$	6.78		8/2/2022
Robert Lawson		3/2/2012		575,212	(4)		0		$	2.73		3/2/2022

(1) The shares underlying this option vest, subject to Mr. Shmunis’ continued role as a service provider to us, as to 1/4^th of the total shares each year, beginning on the one-year anniversary of January 1, 2010.

(2) The shares underlying this option vest, subject to Mr. Shmunis’ continued role as a service provider to us, as to 1/36^th of the total shares on January 31, 2013 and an additional 1/36^th of the total shares on the last day of each month thereafter. All of the shares underlying this option were unvested as of December 31, 2012.

(3) The shares underlying this option vest, subject to Ms. Makagon’s continued role as a service provider to us, as to 1/4^th of the total shares on the one-year anniversary of August 1, 2012, with 1/48^th of the total shares vesting monthly thereafter. All of the shares underlying this option were unvested as of December 31, 2012.

(4) The shares underlying this option vest, subject to Ms. Lawson’s continued role as a service provider to us, as to 1/4^th of the total shares on the one-year anniversary of February 17, 2012, with 1/48^th of the total shares vesting monthly thereafter. All of the shares underlying this option were unvested as of December 31, 2012.

Executive Employment Arrangements

Vladimir Shmunis

We do not currently have a written employment offer letter or arrangement with Vladimir G. Shmunis, our Chief Executive Officer. We anticipate entering into a written employment agreement with Mr. Shmunis prior to the completion of this offering.

Mr. Shmunis’ current base salary is $426,000, and he is eligible to earn an annual incentive bonus of up to 75% of his base salary for the current fiscal year. Mr. Shmunis’ employment with us is at-will employment.

On January 19, 2010, Mr. Shmunis was granted an option to purchase 1,000,000 shares of our common stock at an exercise price equal to $1.09 per share, which vests in equal annual installments over the four-year period beginning on January 1, 2011, and subject to his continuous service as the Executive Chairman of our board of directors through each vesting date. In the event that we terminate Mr. Shmunis within 60 days prior to a “change in control” (as defined in his option agreement) and/or he is not hired by the surviving or successor entity or within twelve months after the change in control, Mr. Shmunis is terminated by the successor or surviving entity without “cause” or by him for “good reason” (as such terms are defined in his option agreement), then 100% of the then unvested shares subject to the option will immediately vest in full on the termination date and be exercisable.

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On September 26, 2012, Mr. Shmunis was granted an option to purchase 890,000 shares of our common stock at an exercise price equal to $6.78 per share, which vests in equal monthly installments over the three-year period beginning on January 31, 2013, and subject to his continuous service with us through each vesting date. This option was exercisable in full as of the date of grant. In the event that we terminate Mr. Shmunis within 60 days prior to a “change in control” (as defined in his respective option agreement) and/or he is not hired by the surviving or successor entity or, within 12 months after the change in control, Mr. Shmunis is terminated by the successor or surviving entity without “cause” or by him for “good reason” (as such terms are defined in his option agreement), then 50% of the then unvested shares subject to the option will immediately vest in full on the termination date and be exercisable for 90 days after his termination date.

Kira Makagon

We entered into an executive employment offer letter with Kira Makagon, Executive Vice President, Innovation, dated August 1, 2012. The executive employment offer letter has no specific term and provides for at-will employment. Ms. Makagon’s current base salary is $270,000, and she is eligible to earn an annual incentive bonus of up to 50% of her base salary.

On August 2, 2012, Ms. Makagon was granted an option to purchase 575,212 shares of our common stock at an exercise price equal to $6.78 per share, which vests over four years with 25% vesting on the one-year anniversary of the vesting commencement date, and the remaining shares subject to the option vesting in equal monthly installments thereafter, subject to her continuous service with us through each vesting date. This option was exercisable in full as of the date of grant.

Under the terms of her offer letter and option agreement, if, prior to August 1, 2013, we consummate a “change in control” (as defined in her option agreement) and (A) she either does not accept or is not offered employment the successor or surviving company or (B) following such change in control, she terminates her employment prior to August 1, 2013, then subject to her signing and not revoking a release of claims against us, the option will become immediately vested and exercisable as to the number of shares that would have vested had the option been vesting in equal monthly installments over four years beginning on the first monthly anniversary of the vesting commencement date and continuing through her termination date and such shares will be exercisable for 90 days after her termination date.

In addition, under the terms of her offer letter and option agreement, in the event that we terminate Ms. Makagon within 60 days prior to a change in control and/or she is not hired by the surviving or successor entity or within twelve months after the change in control, Ms. Makagon is terminated by the successor or surviving entity without “cause,” death or disability, or by her for “good reason” (as such terms are defined in her offer letter and option agreement), and subject to her signing and not revoking a release of claims against us, then 50% of the then unvested shares subject to the option will immediately vest in full on the termination date and be exercisable for 90 days after her termination date.

In the event we terminate Ms. Makagon’s employment without cause, she is eligible to receive severance equal to three months of her base salary payable in three equal monthly installments, subject to her signing the our standard separation and release agreement.

Robert Lawson

We entered into an executive employment offer letter with Robert Lawson, our Chief Financial Officer, dated January 12, 2012. The executive employment offer letter has no specific term and provides for at-will employment. Mr. Lawson’s current base salary is $270,000, and he is eligible to earn an annual incentive bonus of up to 50% of his base salary.

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On March 2, 2012, Mr. Lawson was granted an option to purchase 575,212 shares of our common stock at an exercise price equal to $2.73 per share, which vests over four years with 25% vesting on the one-year anniversary of the vesting commencement date, and the remaining shares subject to the option vesting in equal monthly installments thereafter, subject to his continuous service with us through each vesting date. This option was exercisable in full as of the date of grant.

Under the terms of his offer letter and option agreement, in the event that we terminate Mr. Lawson within 60 days prior to a “change in control” (as defined in his option agreement) and/or he is not hired by the surviving or successor entity or within twelve months after the change in control, Mr. Lawson is terminated by the successor or surviving entity without “cause,” or by him for “good reason” (as such terms are defined in his offer letter and option agreement), then 50% of the then unvested shares subject to the option will immediately vest in full on the termination date and be exercisable for 90 days after his termination date.

Employee Benefit and Equity Incentive Plans

2013 Equity Incentive Plan

Prior to the closing of this offering, our board of directors intends to adopt the 2013 Equity Incentive Plan, or the 2013 Plan, and we expect our stockholders will approve it prior to the completion of this offering. Subject to shareholder approval, the 2013 Plan will be effective upon the later to occur of its adoption by our board of directors or one business day prior to the effective date of the registration statement of which this prospectus forms a part, but is not expected to be utilized until after the completion of this offering. Our 2013 Plan will provide for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations’ employees and consultants.

Authorized Shares.    A total of                  shares of our common stock are expected to be reserved for issuance pursuant to the 2013 Plan, of which no awards will be issued and outstanding. In addition, the shares to be reserved for issuance under our 2013 Plan will also include (a) those shares reserved but unissued under our 2010 Equity Plan, as amended and restated, or the 2010 Plan, and (b) shares returned to our 2010 Plan and 2003 Equity Incentive, as amended and restated, or the 2003 Plan, as the result of expiration or termination of awards (provided that the maximum number of shares that may be added to the 2013 Plan pursuant to (a) and (b) is shares). The number of shares available for issuance under the 2013 Plan will also include an annual increase on the first day of each fiscal year beginning in 2014, equal to the least of:

                 shares;

     % of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year; or

such other amount as our board of directors may determine.

If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2013 Plan. With respect to stock appreciation rights, the net shares issued will cease to be available under the 2013 Plan and

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all remaining shares will remain available for future grant or sale under the 2013 Plan. Shares used to pay the exercise price of an award or satisfy the tax withholding obligations related to an award will become available for future grant or sale under the 2013 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in a reduction in the number of shares available for issuance under the 2013 Plan.

Plan Administration.    Our board of directors or one or more committees appointed by our board of directors will administer the 2013 Plan. We anticipate that the compensation committee of our board of directors will administer our 2013 Plan. In the case of awards intended to qualify as ‘‘performance-based compensation’’ within the meaning of Section 162(m) of the Internal Revenue Code, the committee will consist of two or more ‘‘outside directors’’ within the meaning of Section 162(m). In addition, if we determine it is desirable to qualify transactions under the 2013 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or Rule 16b-3, such transactions will be structured to satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of our 2013 Plan, the administrator will have the power to administer the 2013 Plan, including but not limited to, the power to interpret the terms of the 2013 Plan and awards granted under it, to create, amend and revoke rules relating to the 2013 Plan, including creating sub-plans, and to determine the terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards, and the form of consideration, if any, payable upon exercise. The administrator will also have the authority to amend existing awards to reduce or increase their exercise price, to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator, and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type and/or cash.

Stock Options.    Stock options may be granted under the 2013 Plan. The exercise price of options granted under our 2013 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed 5 years and the exercise price must equal at least 110% of the fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term. Subject to the provisions of our 2013 Plan, the administrator will determine the other terms of options.

Stock Appreciation Rights.    Stock appreciation rights may be granted under our 2013 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her option agreement. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of our 2013 Plan, the administrator will determine the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

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Restricted Stock.    Restricted stock may be granted under our 2013 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of our 2013 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units.    Restricted stock units may be granted under our 2013 Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of our 2013 Plan, the administrator determines the terms and conditions of restricted stock units, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Performance Units and Performance Shares.    Performance units and performance shares may be granted under our 2013 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator prior to the grant date. Performance shares shall have an initial value equal to the fair market value of our common stock on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

Non-Employee Directors.    Our 2013 Plan will provide that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2013 Plan. In connection with this offering, we intend to implement a formal policy pursuant to which our non-employee directors will be eligible to receive equity awards under the 2013 Plan. Our 2013 Plan will provide that in any given year, a non-employee director will not receive (i) cash-settled awards having a grant date fair value greater than $        , increased to $         in connection with her or her initial service; and (ii) stock-settled awards having a grant date fair value greater than $        , increased to $         in connection with her or her initial service, in each case, as determined under generally accepted accounting procedures.

Non-Transferability of Awards.    Unless the administrator provides otherwise, our 2013 Plan generally will not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.

Certain Adjustments.    In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2013 Plan, the administrator will adjust the number and class of shares that may be delivered under the Plan and/or the number, class,

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and price of shares covered by each outstanding award, and the numerical share limits set forth in the 2013 Plan. In the event of our proposed liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate immediately prior to the consummation of such proposed transaction.

Merger or Change in Control.    Our 2013 Plan will provide that in the event of a merger or change in control, as defined under the 2013 Plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. If the service of an outside director is terminated on or following a change of control, other than pursuant to a voluntary resignation, his or her options, restricted stock units and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock will lapse, and all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels, and all other terms and conditions met.

Amendment, Termination.    The administrator will have the authority to amend, suspend or terminate the 2013 Plan provided such action does not impair the existing rights of any participant. Our 2013 Plan will automatically terminate in 2023, unless we terminate it sooner.

2010 Equity Incentive Plan

Our 2010 Plan was adopted by our board of directors and approved by our shareholders in September 2010. Following the completion of this offering, no additional awards will be granted under the 2010 Plan. However, the 2010 Plan will continue to govern the terms and conditions of the outstanding stock options previously granted under the 2010 Plan.

As of March 31, 2013, under the 2010 Plan, options to purchase 357,592 shares of common stock had been exercised, options to purchase 4,988,985 shares of common stock remained outstanding and 237,011 shares of common stock remained available for future grant. The options outstanding as of March 31, 2013 had a weighted-average exercise price of $4.14.

Our board of directors currently administers the 2010 Plan. The administrator is authorized to interpret the provisions of the 2010 Plan and individual award agreements, and generally take any other actions that are contemplated by the 2010 Plan or necessary or appropriate in the administration of the 2010 Plan and individual award agreements. All decisions of the administrator are final and binding on all persons. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, check, promissory note, shares or other property acceptable to the administrator. Subject to the provisions of the 2010 Plan, the administrator determines the remaining terms of the options.

The maximum permitted term of options granted under the 2010 Plan is ten years. However, the maximum permitted term of options granted to 10% shareholders under of 2010 Plan is five years. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her award agreement. Generally, if termination is due to death or disability, the option will remain exercisable for six months. In all other cases, the option will generally remain exercisable for 30 days following the termination of service. However, in no event may an option be exercised later than the expiration of its term.

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Unless the administrator provides otherwise, our 2010 Plan generally does not allow for the transfer of options and only the recipient of an option may exercise an option during his or her lifetime.

In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2010 Plan, the administrator will make proportionate adjustments to the exercise price and/or the number and/or type of shares covered by each option. The administrator may also provide for cash payments, or for the exchange of outstanding options granted under the 2010 Plan for other awards in such circumstances, such as by conversion, assumption, or substitution of an option for another company’s options on a ratio corresponding to the terms of a merger or other reorganization.

Our 2010 Plan provides that in the event of a merger or change in control, as defined under the 2010 Plan, each outstanding option will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding option, then such option will fully vest, all restrictions on such option will lapse, all performance goals or other vesting criteria applicable to such option will be deemed achieved at 100% of target levels and such option will become fully exercisable, if applicable, for a specified period prior to the transaction. The option will then terminate upon the expiration of the specified period of time.

Our board of directors has the authority to amend the 2010 Plan, provided such action does not impair the existing rights of any participant.

2003 Equity Incentive Plan

Our board of directors adopted and our stockholders approved our 2003 Plan in January 2003. In connection with the adoption of our 2010 Plan, our 2003 Plan was terminated in September 2010. Following the termination of our 2003 Plan, we did not grant any additional awards under the 2003 Plan, but the 2003 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder.

Our board of directors administers the 2003 Plan. Currently, our board of directors administers the 2003 Plan and has all power of the plan administrator in accordance with the 2003 Plan. Subject to the provisions of our 2003 Plan, the administrator has the power to construe and interpret the 2003 Plan, any award agreement, and any other document executed pursuant to the 2003 Plan. The administrator may make all other determinations necessary or advisable for the administration of the 2003 Plan.

As of March 31, 2013, under the 2003 Plan, options to purchase 3,330,077 shares of common stock had been exercised, and options to purchase 3,738,378 shares of common stock remained outstanding. The options outstanding as of March 31, 2013 had a weighted-average exercise price of $0.95.

The maximum permitted term of options granted under the 2003 Plan is ten years. However, the maximum permitted term of options granted to 10% stockholders under of 2003 Plan is five years. The administrator determines the methods of payment of the exercise price of an option, which could include cash, check, cancellation of indebtedness, surrender of other shares, waiver of compensation due or accrued for services rendered, tender of property, “same day sale” commitment, “margin” commitment, or any combination of the foregoing. After the termination of service of an employee, director, consultant, or advisor, he or she may exercise his or her option for the period of time stated in his or her award agreement. Generally, if termination is due to death or disability, the option will remain exercisable for twelve months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term.

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Our 2003 Plan generally does not allow for the transfer or assignment of options, and only the recipient of an option may exercise such option during his or her lifetime.

In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2003 Plan, the administrator will adjust the number and class of shares that may be delivered under the 2003 Plan and/or the number, class and price of shares covered by each outstanding option.

Our 2003 Plan provides that in the event of a merger or certain other corporate transactions described in the 2003 Plan, each outstanding opinion will be assumed or substituted for an equivalent option. In the event that options are not assumed or substituted for, then the options will expire on such transaction at such time and on such conditions as our board of directors will determine.

Bonus Plan

Our Bonus Plan was adopted by our board of directors in May 2012. The Bonus Plan allows our board of directors or its committee to provide cash incentive awards to selected employees of the Company, including our named executive officers, based upon performance goals established by our board of directors or its compensation committee.

Under the Bonus Plan, our board of directors, or its committee, determines the performance goals applicable to any award, which goals may include, without limitation, the attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead and other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total shareholder return, working capital, and individual objectives such as peer reviews or other subjective or objective criteria. Performance goals that include the Company’s financial results may be determined in accordance with U.S. generally accepted accounting principles, or GAAP, or such financial results may consist of non-GAAP financial measures. The performance goals may be on an individual, divisional, business unit or Company-wide basis. The performance goals may differ from participant to participant and from award to award.

Our board of directors, or its committee, may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the discretion of our board of directors or its committee. Our board of directors, or its committee, may determine the amount of any reduction on the basis of such factors as it deems relevant, and it is not be required to establish any allocation or weighting with respect to the factors it considers.

Actual awards are paid in cash only after they are earned, which usually requires continued employment through the last day of the performance period. Payment of bonuses occurs as soon as administratively practicable after they are earned, but no later than the dates set forth in the Bonus Plan.

Our board of directors has the authority to amend, alter, suspend or terminate the Bonus Plan, provided such action does not impair the existing rights of any participant with respect to any earned bonus.

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401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to participate in the 401(k) plan following the date they meet the plan’s eligibility requirements, and participants are able to defer a percentage of their eligible compensation subject to applicable annual Code and plan limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions and profit sharing contributions to eligible participants, although we have not made any such contributions to date. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan and all contributions are deductible by us when made.

Limitation of Officer and Director Liability and Indemnification Arrangements

Our certificate of incorporation and bylaws, each to be effective upon the completion of this offering, will provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law, which prohibits our certificate of incorporation from limiting the liability of our directors for the following:

Ÿ any breach of the director’s duty of loyalty to us or to our stockholders;

Ÿ acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

Ÿ unlawful payment of dividends or unlawful stock repurchases or redemptions; or

Ÿ any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our certificate of incorporation will not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our certificate of incorporation and bylaws, we plan to enter into indemnification agreements with each of our current directors, officers and some employees before the completion of this offering. These agreements will provide for the indemnification of our directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. Under the indemnification agreements, indemnification will only be provided in situations where the indemnified parties acted in good faith and in a manner they reasonably believed to be in or not opposed to our best interest, and, with respect to any criminal action or proceeding, to situations where they had no reasonable cause to believe the conduct was unlawful. In the case of an action or proceeding by or in the right of our company or any of

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our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements, we describe below transactions and series of similar transactions, during our last three fiscal years, to which we were a party or will be a party, in which:

Ÿ the amounts involved exceeded or will exceed $120,000 in any one fiscal year; and

Ÿ any of our directors, executive officers or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Compensation arrangements for our directors and named executive officers are described elsewhere in this prospectus.

Series C Preferred Stock Financing

In October 2010, we sold an aggregate of 3,030,871 shares of our Series C preferred stock at a purchase price per share of $3.29938, for an aggregate purchase price of $9,999,995.21. The following table summarizes purchases of our Series C preferred stock by members of our board of directors and persons who hold more than 5% of our outstanding capital stock:

Name of Stockholder	Shares of Series C Preferred Stock (#)		Total Purchase Price ($)
Entities Affiliated with Sequoia Capital(1).		303,087		999,999.20

(1) Affiliates of Sequoia Capital holding our securities whose shares are aggregated for purposes of reporting share ownership information include Sequoia Capital XII, L.P., Sequoia Capital XII Principals Fund, LLC and Sequoia Technology Partners XII, L.P. Mr. Leone, a member of our board of directors, is a managing member of Sequoia Capital.

Series D Preferred Stock Financing

In August and September 2011, we sold an aggregate of 1,736,598 shares of our Series D preferred stock at a purchase price per share of $6.02551, for an aggregate purchase price of $10,463,888.61. The following table summarizes purchases of shares of our Series D preferred stock by members of our board of directors and persons who hold more than 5% of our outstanding capital stock:

Name of Stockholder	Shares of Series D Preferred Stock (#)		Total Purchase Price ($)
Scale Venture Partners III, L.P.(1)		1,659,610		9,999,996.65

(1) Mr. Theis, a member of our board of directors, is a Managing Director of Scale Venture Partners, an affiliate of Scale Venture Partners III, L.P.

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Series E Preferred Stock Financing

In November 2012, we sold an aggregate of 3,096,837 shares of our Series E preferred stock at a purchase price per share of $9.687299, for an aggregate purchase price of $29,999,985.98. The following table summarizes purchases of shares of our Series E preferred stock by members of our board of directors and persons who hold more than 5% of our outstanding capital stock:

Name of Stockholder	Shares of Series D Preferred Stock (#)		Total Purchase Price ($)
Turl Investments, Ltd.(1)		1,548,419		14,999,997.83

(1) Dr. Yerramilli-Rao, a member of our board of directors, is affiliated with Turl Investments, Ltd.

Investor Rights Agreement

We are party to an investor rights agreement which provides, among other things, that holders of our preferred stock, including stockholders affiliated with some of our directors, have the right to request that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. For a more detailed description of these registration rights, see “Description of Capital Stock—Registration Rights.”

Voting Agreement

We are party to a voting agreement which provides, among other things, that certain holders of more than 5% of our common stock, including entities affiliated with Khosla Ventures, Sequoia Capital and Vladimir Shmunis, have the right to designate certain members of our board of directors. The voting agreement will terminate upon the closing of this offering.

Business Arrangement with the Law Offices of Daniel Leer

In April 2010, we entered into a business arrangement with the Law Offices of Daniel Leer for the provision of various legal services by Anna Kogan, Mr. Shmunis’ sister. Ms. Kogan served as “of counsel” to the Law Offices of Daniel Leer. Pursuant to our prior arrangement, we paid the Law Offices of Daniel Leer a consulting fee in the amount of $12,000 per month, which Ms. Kogan received. This arrangement was terminated effective as of December 31, 2011.

Policies and Procedures for Related Party Transactions

We plan to adopt a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of June 30, 2013 and as adjusted to reflect the shares of Class A common stock to be issued and sold in the offering assuming no exercise of the underwriters’ option to purchase additional shares from us and the sale of              shares of our Class A common stock by the selling stockholders, by:

Ÿ each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock;

Ÿ each of our named executive officers;

Ÿ each of our directors;

Ÿ all executive officers and directors as a group; and

Ÿ all selling stockholders, which consist of the entities and individuals shown as having shares listed in the column “Number of Shares Being Offered.”

We have determined beneficial ownership in accordance with SEC rules. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and warrants held by the respective person or group which may be exercised or converted within 60 days after June 30, 2013. For purposes of calculating each person’s or group’s percentage ownership, stock options and warrants exercisable within 60 days after June 30, 2013 are included for that person or group but not the stock options or warrants of any other person or group. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all securities that they beneficially own, subject to community property laws where applicable. Unless otherwise indicated, based on the information supplied to us by or on behalf of the selling stockholders, no selling stockholder is a broker-dealer or an affiliate of a broker-dealer.

Our calculation of the percentage of beneficial ownership prior to this offering is based on no shares of our Class A common stock and              shares of Class B common stock outstanding at June 30, 2013, assuming the automatic conversion of all outstanding shares of our preferred stock on a one-for-one basis into              shares of Class B common stock. For purposes of the table below, we have assumed that              shares of Class A common stock and              shares of Class B common stock will be outstanding upon completion of this offering, based upon an assumed initial public offering price of $         per share.

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Unless otherwise noted below, the address of each person listed on the table is c/o RingCentral, Inc., 1400 Fashion Island Blvd., 7^th Floor, San Mateo, California 94404.

	Shares Beneficially Owned Prior to the Offering +							Number of Shares Being Offered	Shares Beneficially Owned After the Offering +
	Class A		Class B				% of Total Voting Power †		Class A		Class B			% of Total Voting Power +
	Shares	%	Shares		%				Shares	%	Shares		%
5% Stockholders:
Entities affiliated with Sequoia Capital(1)				9,191,963		17.2						9,191,963
Entities affiliated with Vladimir Shmunis(2)				10,817,342		19.7						10,817,342
Entities affiliated with Khosla Ventures(3)				8,961,322		16.8						8,961,322
Vlad Vendrow(4)				4,833,652		9.0						4,833,652
Entities affiliated with DAG Ventures(5)				4,116,401		7.7						4,116,401
Named Executive Officers and Directors:
Vladimir Shmunis(2)				10,817,342		19.7						10,817,342
Kira Makagon(6)				595,212		1.1						595,212
Robert Lawson(7)				575,212		1.1						575,212
Joseph Kennedy(8)				30,000		*						-
Douglas M. Leone(9)				9,191,963		17.2						9,191,963
Robert Theis(10)				1,659,610		3.1						1,659,610
David Weiden(11)				8,851,669		16.6						8,851,669
Neil Williams(12)				10,625		*						10,625
Bobby Yerramilli-Rao				-		*						-
All executive officers and directors as a group (12 persons)(13)				34,257,756		59.6						34,257,756

(+) Certain options to purchase shares of our capital stock included in this table are early exercisable, and to the extent such shares are unvested as of a given date, such shares will remain subject to a right of repurchase held by us.

(†) Represents the voting power with respect to all shares of our Class A common stock and Class B common stock, voting as a single class. Each share of Class A common stock will be entitled to one vote per share and each share of Class B common stock will be entitled to ten votes per share. The Class A common stock and Class B common stock will vote together on all matters (including the election of directors) submitted to a vote of stockholders, except under limited circumstances described in “Description of Capital Stock—Class A and Class B Common Stock—Voting Rights.”

(*) Represents beneficial ownership of less than 1%.

(1) Consists of (i) 8,032,857 shares held of record by Sequoia Capital XII, L.P.; (ii) 858,529 shares held of record by Sequoia Capital XII Principals Fund, LLC; and (iii) 300,577 shares held of record by Sequoia Technology Partners XII, L.P. SC XII Management, LLC is the general partner of each of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC (collectively referred to as the “Sequoia Capital Entities”). The managing members of SC XII Management, LLC are Michael Goguen, Douglas Leone, Michael Moritz, James Goetz and Roelof Botha. As a result, and by virtue of the relationships described in this footnote, each of the managing members of SC XII Management, LLC may be deemed to share beneficial ownership of the shares held by the Sequoia Capital Entities. Such individuals expressly disclaim any such beneficial ownership. The address for each of the entities identified in this footnote is 3000 Sand Hill Road, Suite 4-250, Menlo Park, CA 94025.

(2) Consists of (i) 8,357,342 shares held of record by ELCA Fund I, L.P.; (ii) 410,000 shares held of record by ELCA Fund II, L.P.; (iii) 410,000 shares held of record by ELCA Fund III, L.P.; (iv) 750,000 shares issuable pursuant to a stock option exercisable within 60 days of June 30, 2013, all of which are vested and (v) 890,000 shares issuable pursuant to a stock option exercisable within 60 days of June 30, 2013, of which 173,055 shares are vested. Each of the ELCA funds may be deemed to be indirectly controlled jointly by Vladimir Shmunis, our CEO and Chairman of the board of directors, and Sandra Shmunis, Mr. Shmunis’ wife. As a result, and by virtue of the relationships described in this footnote, Mr. and Mrs. Shmunis may be deemed to share voting and dispositive power with respect to the shares held by the ELCA funds. The address for these entities is c/o RingCentral, Inc., 1400 Fashion Island Boulevard, 7th Floor, San Mateo, CA 94404.

(3) Consists of (i) 8,456,181 shares held of record by Khosla Ventures II, L.P.; (ii) 109,653 shares held of record by VK Services, LLC; and (iii) 395,488 shares held by certain current and former employees of Khosla Ventures over which Khosla Ventures Associates II, LLC holds voting and investment control (collectively referred to as the “Khosla Affiliated Entities”). Khosla Ventures Associates II, LLC is the general partner of Khosla Ventures II, L.P., VK Services, LLC is the sole manager of Khosla

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Ventures Associates II, LLC and Vinod Khosla is the managing member of VK Services, LLC. The members, or affiliates of members, of Khosla Ventures Associates II, LLC who directly hold shares of capital stock of the Registrant have granted Khosla Ventures Associates II, LLC voting and investment power with respect to such shares. Mr. Khosla, VK Services, LLC and Khosla Ventures Associates II, LLC may be deemed to have indirect beneficial ownership of the shares held by Khosla Ventures II, L.P. and the shares held by members or affiliates of members of Khosla Ventures Associates II, LLC. Mr. Khosla, VK Services, LLC and Khosla Ventures Associates II, LLC disclaim beneficial ownership of the shares held by Khosla Ventures II, L.P. and the shares held by members, or affiliates of members, of Khosla Ventures Associates II, LLC, except to the extent to which they each hold voting and dispositive power with respect to such shares. The address for Khosla Ventures II, L.P. is 3000 Sand Hill Road, Building 3, Suite 170, Menlo Park, CA 94025.

(4) Consists of (i) 4,301,673 shares held of record by Mr. Vendrow; (ii) 180,000 shares held of record by his children; and (iii) 351,979 shares issuable pursuant to stock options exercisable within 60 days of June 30, 2013, all of which are vested. Mr. Vendrow may be deemed to hold voting and dispositive power with respect to the shares held by him and by his children.

(5) Consists of (i) 2,349,436 shares held of record by DAG Ventures III-QP, L.P.; (ii) 1,543,651 shares held of record by DAG Ventures I-N, LLC; (iii) 220,999 shares held of record by DAG Ventures III, L.P.; and (iv) 2,315 shares held of record by DAG Ventures GP Fund III, LLC. The address for these entities is 251 Lytton Avenue, Suite 200, Palo Alto, CA 94301.

(6) Consists of (i) 20,000 shares held of record by Ms. Makagon and (ii) 575,212 shares issuable pursuant to a stock option exercisable within 60 days of June 30, 2013, of which no shares are vested.

(7) Consists of 575,212 shares issuable pursuant to a stock option exercisable within 60 days of June 30, 2013, of which 215,704 shares are vested.

(8) Consists of 30,000 shares issuable pursuant to a stock option exercisable within 60 days of June 30, 2013, of which 7,500 are vested.

(9) Consists of the shares listed in footnote (1) above which are held by the Sequoia Capital Entities. Mr. Leone, one of our directors, is a managing member of SC XII Management, LLC and therefore may be deemed to share beneficial ownership of the shares held by the Sequoia Capital Entities. Mr. Leone expressly disclaims any such beneficial ownership.

(10) Consists of 1,659,610 shares held by Scale Venture Partners III, L.P. Mr. Theis, one of our directors, is one of the managing members of Scale Venture Management III, LLC, the ultimate general partner of Scale Venture Partners III, L.P., and may be deemed to share voting and dispositive power over the shares held by Scale Venture Partners III, L.P. Mr. Theis disclaims beneficial ownership with respect to all such shares except to the extent to which they each hold voting and dispositive power with respect to such shares.

(11) Consists of (i) 8,456,181 shares held of record by Khosla Ventures II, L.P. and (ii) 395,488 shares held by certain current and former employees of Khosla Ventures over which Khosla Ventures Associates II, LLC holds voting and investment control, including 97,955 shares held by Mr. Weiden. Mr. Weiden, one of our directors, is a member of Khosla Ventures Associates II, LLC and may be deemed to share voting and dispositive power over the shares held by Khosla Ventures II, L.P. and the shares over which Khosla Ventures Associates II, LLC holds voting and investment control. Mr. Weiden expressly disclaims any such beneficial ownership.

(12) Consists of 10,625 shares issuable pursuant to a stock option exercisable within 60 days of June 30, 2013, all of which are vested.

(13) Consists of (i) 30,100,584 shares beneficially owned by our current directors and officers, of which 26,008 shares may be repurchased by us at the original exercise price within 60 days of June 30, 2013; and (ii) 4,157,172 shares subject to stock options exercisable within 60 days of June 30, 2013, of which 1,902,247 shares are vested.

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DESCRIPTION OF CAPITAL STOCK

General

The following descriptions of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and the bylaws that will be in effect upon completion of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of the common stock and preferred stock reflect changes to our capital structure that will occur upon the completion of this offering.

Upon the completion of this offering, our certificate of incorporation will provide for two classes of common stock: Class A and Class B common stock. In addition, our certificate of incorporation will authorize shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors.

Upon the completion of this offering, our authorized capital stock will consist of shares, all with a par value of $0.0001 per share, of which:

Ÿ              shares are designated as Class A common stock;

Ÿ              shares are designated as Class B common stock; and

Ÿ              are designated as preferred stock.

As of March 31, 2013, we had 53,179,713 shares of Class B common stock outstanding, held by approximately 111 stockholders of record, assuming the conversion of all 22,811,186 shares of common stock outstanding and all 30,368,527 shares of preferred stock outstanding into shares of our Class B common stock which will occur upon the completion of this offering. We also had (1) outstanding options to acquire 8,727,363 shares of common stock held by employees, directors and consultants, all of which will become options to acquire an equivalent number of shares of Class B common stock, immediately prior to the completion of this offering, (2) outstanding warrants to purchase 110,000 shares of common stock, which will become warrants to purchase an equivalent number of shares of Class B common stock, immediately prior to the completion of this offering and (3) outstanding warrants to purchase 226,967 shares of preferred stock, which will become warrants to purchase an equivalent number of shares of Class B common stock, immediately prior to the completion of this offering.

Class A and Class B Common Stock

Upon completion of this offering, our certificate of incorporation will provide for two classes of common stock: Class A and Class B common stock.

Voting Rights

Holders of our Class A common stock and Class B common stock will have identical rights, provided however that, except as otherwise expressly provided in our certificate of incorporation or required by applicable law, on any matter that is submitted to a vote of our stockholders, holders of Class A common stock will be entitled to one vote per share of Class A common stock and holders of Class B common stock will be entitled to 10 votes per share of Class B common stock. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, except that there will be a separate vote of our Class A common stock and Class B common stock as a separate classes in the following circumstances:

Ÿ if we propose to amend our certificate of incorporation (i) to increase or decrease the par value of the shares of any class of our capital stock or (ii) to alter or change the powers, preferences or special rights of the shares of a class of our common stock so as to affect them adversely;

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Ÿ if we propose to treat the shares of a class of our common stock differently with respect to any dividend or distribution of cash, property or shares of our stock paid or distributed by us;

Ÿ if we propose to treat the shares of a class of our common stock differently with respect to any subdivision or combination of the shares of a class of our common stock; or

Ÿ if we propose to treat the shares of a class of our common stock differently in connection with a change of control with respect to any consideration into which the shares are converted or any consideration paid or otherwise distributed to our stockholders.

Under our certificate of incorporation to be effective upon completion of this offering, we may not increase or decrease the authorized number of shares of Class A common stock or Class B common stock without the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

Under our certificate of incorporation, to be effective upon the completion of this offering, we may not issue any shares of Class B common stock, other than upon exercise of options, warrants, or similar rights to acquire common stock outstanding immediately prior to the completion of the offering and in connection with stock dividends and similar transactions, unless that issuance is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock.

We have not provided for cumulative voting for the election of directors in our certificate of incorporation.

Economic Rights

Except as otherwise expressly provided in our certificate of incorporation or required by applicable law, shares of Class A common stock and Class B common stock will have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation those described below.

Dividends and Distributions

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A common stock and Class B common stock will be entitled to share equally, identically and ratably, on a per share basis, with respect to any dividend or distribution of cash, property or shares of our capital stock paid or distributed by the Company, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class. In the event a dividend or distribution is paid in the form of shares of Class A common stock or Class B common stock or rights to acquire shares of such stock, the holders of Class A common stock shall receive Class A common stock, or rights to acquire Class A common stock, as the case may be, and the holders of Class B common stock shall receive Class B common stock, or rights to acquire Class B common stock, as the case may be.

Liquidation Rights

Upon our liquidation, dissolution or winding-up, the holders of Class A common stock and Class B common stock will be entitled to share equally, identically and ratably in all assets remaining after the payment of any liabilities and the liquidation preferences and any accrued or declared but unpaid dividends, if any, with respect to any outstanding preferred stock, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

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Change of Control Transactions

Upon (A) the closing of the sale, transfer or other disposition of all or substantially all of our assets, (B) the consummation of a merger, reorganization, consolidation or share transfer which results in our voting securities outstanding immediately prior to the transaction (or the voting securities issued with respect to our voting securities outstanding immediately prior to the transaction) representing less than a majority of the combined voting power of the voting securities of the company or the surviving or acquiring entity or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons of securities of the company if, after closing, the transferee person or group would hold 50% or more of the outstanding voting stock of the company (or the surviving or acquiring entity), the holders of Class A common stock and Class B common stock will be treated equally and identically with respect to shares of Class A common Stock or Class B common stock owned by them, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

Subdivisions and Combinations

If we subdivide or combine in any manner outstanding shares of Class A common stock or Class B common stock, the outstanding shares of the other class will be subdivided or combined in the same manner, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting as a separate class.

Conversion

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least         % of the outstanding shares of Class B common stock or (ii) any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to the shares transferred.

Upon the death of a holder of Class B common stock who is a natural person, the Class B common stock held by that person or his or her permitted estate planning entities will convert automatically into Class A common stock; provided, however, that Vladimir Shmunis and Vlad Vendrow, our two founders, may transfer voting control of shares of Class B common stock to another Class B stockholder contingent or effective upon his death or permanent incapacity without triggering a conversion to Class A common stock, provided that the shares of Class B common stock so transferred shall convert to Class A common stock nine months after the death of the transferring stockholder.

In addition, with respect to each holder of Class B common stock, all of such holder’s shares of Class B common stock will automatically convert into shares of Class A common stock on the seven-year anniversary of the closing date of this offering; provided that any such holder’s Class B common stock will not automatically convert into Class A common stock, notwithstanding the seven-year automatic conversion provision, and such holder will continue to be deemed to hold Class B common stock, as long as such holder continues to beneficially own a number of shares of Class B common stock equal to more than 50% of the number of shares of Class B common stock that such holder beneficially owned immediately prior to completion of this offering.

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Once transferred and converted into Class A common stock, the Class B common stock will not be reissued.

All outstanding shares of Class B common stock will convert into Class A common stock on the date on which the number of outstanding shares of Class B common stock represents less than 10% of the aggregate combined number of outstanding shares of Class A common stock and Class B common stock. After such conversion, no further shares of Class B common stock will be issued.

Preferred Stock

As of March 31, 2013, there were 30,368,527 shares of our preferred stock outstanding. Immediately prior to the completion of this offering, each outstanding share of our preferred stock will convert into one share of our Class B common stock.

Upon completion of this offering, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of              shares of preferred stock in one or more series and authorize their issuance. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our Class A common stock or Class B common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our Class A common stock or Class B common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action. Upon completion of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

Warrants

As of March 31, 2013, we had the following warrants outstanding:

Ÿ a warrant to purchase 100,000 shares of our common stock at an exercise price of $0.05 per share, which expires in January, 2015;

Ÿ a warrant to purchase 10,000 shares of our common stock at an exercise price of $0.72 per share, which expires in December, 2013;

Ÿ a warrant to purchase 71,499 shares of our Series B Preferred Stock at an exercise price of $2.097913 per share, which expires in February, 2019;

Ÿ a warrant to purchase 48,493 shares of our Series C Preferred Stock, at an exercise price of $3.29938 per share based upon the amount advanced under the terms of our growth working capital loan with Silicon Valley Bank, which expires in October, 2020;

Ÿ a warrant to purchase 49,788 shares of our Series D Preferred Stock at an exercise price of $6.0255 per share, which must either be exercised or terminated immediately prior to the completion of this offering; and

Ÿ a warrant to purchase 57,187 shares of our Series D Preferred Stock, at an exercise price of $6.0255 per share, which must either be exercised or terminated immediately prior to the completion of this offering, and which warrant may be exercisable for additional shares based upon the amount advanced under the terms of our equipment financing loan with TriplePoint Capital LLC.

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Upon the closing of this offering, each of the outstanding shares of common stock, Series B Preferred and Series C Preferred warrants shall become exercisable for the same number of shares of Class B common stock.

All of these warrants have a net exercise provision under which its holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of our preferred stock at the time of exercise of the warrant after deduction of the aggregate exercise price. Each warrant contains provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. Certain of the holders of the shares issuable upon exercise of our warrants are entitled to some of the registration rights with respect to such shares as described in greater detail under the heading “Registration Rights.”

Registration Rights

After the completion of this offering, the holders of an aggregate of 31,923,602 shares of our Class B common stock, including certain holders of warrants exercisable for 226,967 shares of our Class B common stock, in each case calculated on a fully diluted basis, or their permitted transferees, will be entitled to rights with respect to the registration of these shares under the Securities Act. These rights are provided under the terms of an investors’ rights agreement between us and certain holders of these shares, and include demand registration rights, short form registration rights and piggyback registration rights.

These registration rights will expire five years following the completion of this offering. We will pay all the registration expenses of the holders of the shares registered (excluding the S-3 registration expenses incurred after the first two S-3 registrations effected) pursuant to the registrations described below. However, with certain exceptions, if the registration request is withdrawn at the request of the holders of a majority of the registrable securities to be registered, we will not pay the registration expenses. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. In connection with the completion of this offering, each stockholder that has registration rights agreed not to sell or otherwise dispose of any securities without the prior written consent of the managing underwriter for a period of 180 days after the date of this prospectus, subject to certain terms and conditions. See the section titled “Underwriters” for additional information.

Demand Registration Rights

Upon completion of this offering, the holders of 31,816,627 shares of our Class B common stock, including certain holders of warrants exercisable for 119,992 shares of our Class B common stock, in each case calculated on a fully diluted basis, or their permitted transferees, will be entitled to certain demand registration rights. Six months after the completion of this offering, the holders of at least a majority of these shares then outstanding can request that we register, at our expense, the offer and sale of their shares (or a lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20 million). We are required to effect only two registrations for these stockholders pursuant to this provision of the investors’ rights agreement. If we determine that it would be seriously detrimental to us and our stockholders to effect such a demand registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 120 days.

Piggyback Registration Rights

The holders of 31,923,602 shares of our Class B common stock, including certain holders of warrants exercisable for 226,967 shares of our Class B common stock, in each case calculated on a

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fully diluted basis, or their permitted transferees, are entitled to, and the necessary percentage of holders waived, rights to notice of this offering and to include their shares of registrable securities in this offering. In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, the holders of these shares will be entitled to certain “piggyback” registration rights allowing the holder to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act (other than with respect to a registration relating solely to the sale of securities to participants in a company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities, or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered), the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.

Form S-3 Registration Rights

The holders of 31,923,602 shares of our Class B common stock, including certain holders of warrants exercisable for 226,967 shares of our Class B common stock, in each case calculated on a fully diluted basis, or their permitted transferees, are also currently entitled to short-form registration rights. The holders of these shares can make a request that we register their shares on Form S-3 if we are qualified to file a registration statement on Form S-3 and if the reasonably anticipated aggregate gross proceeds of the shares offered would equal or exceed $1 million. These holders may make an unlimited number of requests for registration on Form S-3; however, we will not be required to effect a registration on Form S-3 if we have effected two such registrations within the 12-month period preceding the date of the request. Additionally, if we determine that it would be materially detrimental to our stockholders to effect such a registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 120 days. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons, subject to certain limitations.

Expiration of Registration Rights

The registration rights described above will survive our initial public offering and will terminate as to any stockholder at such time as all of such stockholders’ securities (together with any affiliate of the stockholder with whom such stockholder must aggregate its sales) could be sold in a 90-day period without compliance with the registration requirements of the Securities Act pursuant to Rule 144, but in any event no later than the five-year anniversary of our initial public offering.

Provisions of Our Certificate of Incorporation and Bylaws and Delaware Anti-Takeover Law

Upon completion of this offering, our certificate of incorporation will provide for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. Our certificate of incorporation and bylaws, to be effective upon completion of this offering, provide that, once our outstanding shares of Class B common stock represent less than a majority of the combined voting power of our common stock, all stockholder actions must be effected at a duly called meeting of stockholders and not by a consent in writing, and that only the majority of our

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whole board of directors, chair of the board of directors or our chief executive officer may call a special meeting of stockholders.

Stockholder Action

Upon completion of this offering, our certificate of incorporation will provide that stockholders will be able to take action by written consent. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, our stockholders will no longer be able to take action by written consent, and will only be able to take action at annual or special meetings of our stockholders.

As described above in “—Class A and Class B Common Stock—Voting Rights,” our certificate of incorporation, to be effective upon completion of this offering, further provides for a dual class common stock structure, which provides our founders, current investors, executives and employees with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.

Upon completion of this offering, our certificate of incorporation and bylaws will provide that our directors may be removed only for cause and require a supermajority stockholder vote for the rescission, alteration, amendment or repeal of the certificate of incorporation or bylaws by stockholders. Our certificate of incorporation and bylaws will also provide that vacancies occurring on our board of directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of our board of directors. Our bylaws will establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors. The combination of the classification of our board of directors, the lack of cumulative voting, supermajority stockholder voting requirements, the ability of the board to fill vacancies and the advance notice provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock will make it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions, including the dual class structure of our common stock, may have the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Section 203 of the Delaware General Corporate Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

Ÿ before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

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Ÿ upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

Ÿ on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 ²/₃% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

Ÿ any merger or consolidation involving the corporation and the interested stockholder;

Ÿ any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

Ÿ subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

Ÿ any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

Ÿ the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Choice of Forum

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

Transfer Agent and Registrar

Upon completion of this offering, the transfer agent and registrar for our common stock will be             . The transfer agent’s address is                     , and its phone number is                     .

Listing

We will apply to have our shares of common stock listed on the                      under the symbol “RNG.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our capital stock, and we cannot assure you that a liquid trading market for our Class A common stock will develop or be sustained after this offering. Future sales of our Class A common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our Class A common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of May 31, 2013, upon completion of this offering,              shares of Class A common stock and              shares of Class B common stock will be outstanding, assuming no exercise of the underwriters’ option to purchase additional shares from us, no exercise of outstanding options and the conversion of the shares sold by the selling stockholders in this offering into shares of Class A common stock. Of the outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.

The remaining shares of Class B common stock outstanding after this offering will be restricted as a result of securities laws or lock-up agreements as described below. Following the expiration of the lock-up period, all shares will be eligible for resale in compliance with Rule 144 or Rule 701 to the extent such shares have been released from any repurchase option that we may hold. “Restricted securities” as defined under Rule 144 were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public market only if registered or pursuant to an exemption from registration, such as Rule 144 or Rule 701 under the Securities Act.

Rule 144

In general, under Rule 144 under the Securities Act, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock (i.e. which will equal approximately              shares immediately after this offering assuming no exercise of the underwriters’ option to purchase additional shares from us and the selling stockholders, based on the number of shares of common stock outstanding as of May 31, 2013) or the average weekly trading volume of our common stock reported through the              during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements, and the availability of current public information about us.

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Rule 701

In general, under Rule 701 of the Securities Act, most of our employees, consultants or advisors who purchased shares from us in connection with a qualified compensatory stock plan or other written agreement are eligible to resell those shares 90 days after the date of this prospectus in reliance on Rule 144, but without compliance with the holding period or certain other restrictions contained in Rule 144.

Lock-Up Agreements

We, our directors and executive officers and the holders of substantially all of our common stock and securities convertible into or exchangeable for shares of our common stock, have agreed or will agree that, subject to certain exceptions and under certain conditions, for a period of 180 days after the date of this prospectus, we and they will not dispose of or hedge any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock without the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC. Goldman, Sachs & Co. and J.P. Morgan Securities LLC may, in their discretion, release any of the securities subject to these lock-up agreements at any time.

Registration Rights

Upon completion of this offering, the holders of                  shares of our Class B common stock and warrants to purchase                  shares of our Class B common stock, or their transferees, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See “Description of Capital Stock—Registration Rights” for additional information.

Equity Plans

Following this offering, we intend to file registration statements on Form S-8 under the Securities Act to register shares of common stock issued or reserved for issuance under our 2003 Equity Incentive Plan, our 2010 Equity Incentive Plan and our 2013 Equity Incentive Plan. This registration statement will become effective immediately upon filing, and shares covered by this registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above and Rule 144 limitations applicable to affiliates. For a more complete discussion of our equity compensation plans, see “Executive Compensation—Employee Benefit and Equity Incentive Plans.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

The following is a summary of certain material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the ownership and disposition of our Class A common stock issued pursuant to this offering. This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, nor does it address any estate and gift tax consequences or any tax consequences arising under any state, local or non-U.S. tax laws, or any other U.S. federal tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, or IRS, all as in effect as of the date of this offering. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of our Class A common stock, or that any such contrary position would not be sustained by a court.

This discussion is limited to non-U.S. holders who purchase our Class A common stock issued pursuant to this offering and who hold our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a particular holder in light of such holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including, without limitation, certain former citizens or long-term residents of the U.S., partnerships or other pass-through entities, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, banks, financial institutions, investment funds, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-exempt organizations, tax-qualified retirement plans, persons subject to the alternative minimum tax, persons that own, or have owned, actually or constructively, more than 5% of our common stock and persons holding our common stock as part of a hedging or conversion transaction or straddle, or a constructive sale, or other risk reduction strategy.

In addition, if a partnership or entity classified as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our Class A common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences to them of acquiring, owning and disposing of our Class A common stock.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our Class A common stock that is not a “U.S. person” or a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A U.S. person is any of the following:

Ÿ an individual citizen or resident of the U.S.;

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Ÿ a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the U.S., any state thereof or the District of Columbia;

Ÿ an estate the income of which is subject to U.S. federal income tax regardless of its source; or

Ÿ a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Distributions on Our Class A Common Stock

We do not currently intend to make distributions on our Class A common stock for the foreseeable future. However, if we make cash or other property distributions on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a holder’s tax basis in the Class A common stock, but not below zero. Any excess will be treated as gain realized on the sale or other disposition of the stock and will be treated as described under “—Gain on Disposition of Our Class A Common Stock” below.

Dividends paid to a non-U.S. holder of our Class A common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends, or such lower rate specified by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish to us or our paying agent a valid IRS Form W-8BEN (or applicable form), including a U.S. taxpayer identification number, that certifies such holder’s qualification for the reduced rate. For these purposes, Treasury Regulations or the applicable treaty will provide rules to determine whether dividends paid to an entity should be treated as paid to the entity or the entity’s owners. This certification must be provided to us or our paying agent prior to the payment of dividends and must be updated periodically. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, who then will be required to provide certification to us or our paying agent, either directly or through other intermediaries. Non-U.S. holders that do not timely provide us or our paying agent with the required certification, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

If a non-U.S. holder holds our Class A common stock in connection with the conduct of a trade or business in the U.S., and dividends paid on the Class A common stock are effectively connected with such holder’s U.S. trade or business, the non-U.S. holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the non-U.S. holder must generally furnish to us or our paying agent a properly executed IRS Form W-8ECI (or applicable form).

Any dividends paid on our Class A common stock that are effectively connected with a non-U.S. holder’s U.S. trade or business (and if an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.) generally will not be subject to withholding tax, but will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in much the same manner as if such holder were a resident of the U.S. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

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Gain on Disposition of Our Class A Common Stock

Subject to the discussion below regarding backup withholding and certain legislation relating to foreign accounts, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Class A common stock, unless:

Ÿ the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the U.S., and if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.;

Ÿ the non-U.S. holder is a nonresident alien individual present in the U.S. for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or

Ÿ our Class A common stock constitutes a “U.S. real property interest” by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition of, or the non-U.S. holder’s holding period for our Class A common stock. We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our Class A common stock is regularly traded on an established securities market, as to which there can be no assurance, such Class A common stock will be treated as a U.S. real property interest only if you actually or constructively hold more than five percent of such regularly traded common stock at any time during the applicable period described above.

Gain described in the first bullet point above will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in the same manner as if such holder were a resident of the U.S. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by U.S. source capital losses (even though the individual is not considered a resident of the U.S.), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends on our Class A common stock paid to such holder and the amount of any tax withheld with respect to those dividends. These information reporting requirements apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

Information reporting and backup withholding, currently at a 28% rate generally will apply to payments to a non-U.S. holder of dividends on or the gross proceeds from the sale or other disposition of our Class A common stock unless the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or IRS Form W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, information

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reporting and backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient.

Backup withholding is not an additional tax. If any amount is withheld under the backup withholding rules, the non-U.S. holder should consult with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. holder’s U.S. federal income tax liability, if any.

Legislation Relating to Foreign Accounts

Legislation enacted in 2010, which is commonly referred to as “FATCA,” generally will impose a U.S. federal withholding tax of 30% on dividends on and the gross proceeds from the sale or other disposition of our Class A common stock paid to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities certain information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). The legislation also generally will impose a U.S. federal withholding tax of 30% on dividends on and the gross proceeds from the sale or other disposition of our Class A common stock paid to a “non-financial foreign entity” (as defined under these rules) unless such entity provides the withholding agent with a certification identifying the direct and indirect U.S. owners of the entity (or that the entity does not have any substantial U.S. owners). Final regulations issued by the U.S. Department of Treasury provide for certain transition rules under which the obligation to withhold would apply to dividends paid on our Class A common stock on or after January 1, 2014, and to the gross proceeds from the sale or other disposition of our Class A common stock on or after January 1, 2017. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in Class A our common stock.

The preceding discussion of U.S. federal income tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of acquiring, holding and disposing of our Class A common stock, including the consequences of any proposed change in applicable law.

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UNDERWRITING

We, the selling stockholders and the underwriters named below will enter into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter will severally agree to purchase the number of shares indicated in the following table. Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith                     Incorporated
Allen & Company LLC
Raymond James & Associates, Inc.
Total

The underwriters will be committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below, unless and until this option is exercised.

The underwriters will have an option to buy up to an additional             shares from us and the selling stockholders. They will be able to exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the us and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase             additional shares from us and the selling stockholders.

Paid by the Company

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Paid by the Selling Stockholders

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $         per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and our officers, directors, and holders of substantially all of our common stock, including the selling stockholders, have agreed or will agree with the underwriters that, subject to certain exceptions,

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we and they will not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC. This agreement does not apply to any existing employee benefit plans. See “Shares Available for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares. The initial public offering price will be negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the our historical performance, estimates of the business potential and earnings prospects of the company, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list our common stock on the              under the symbol “RNG.”

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on                     , in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

We and the selling stockholders estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $        .

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We and the selling stockholders will agree to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates may in the future provide a variety of these services to us and to persons and entities with relationships with us, for which they will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities or instruments of ours (directly, as collateral securing other obligations or otherwise) or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long or short positions in such assets, securities and instruments.

Notice to Prospective Investors in the European Economic Area

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares which are the subject of the offering contemplated by this prospectus to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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For the purposes of this provision, the expression an “offer of shares to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments

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and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Notice to Prospective Investors in Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

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Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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LEGAL MATTERS

Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California, will pass upon the validity of the shares of common stock offered hereby. Cooley LLP, San Francisco, California, is representing the underwriters in this offering.

EXPERTS

The consolidated financial statements of RingCentral, Inc. as of December 31, 2011 and 2012, and for each of the years in the three-year period ended December 31, 2012, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of that firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We filed a registration statement on Form S-1 with the Securities and Exchange Commission with respect to the registration of the common stock offered for sale with this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information about us, the common stock we are offering by this prospectus and related matters, you should review the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information on the operation of the public reference facilities may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the site is http://www.sec.gov. You may also request copies of these filings, at no cost, by mail to: RingCentral, Inc., 1400 Fashion Island Blvd., 7^th Floor, San Mateo, California 94404, Attention: Corporate Secretary; http://www.ringcentral.com.

Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance with such requirements, will file periodic reports, proxy statements, and other information with the Securities and Exchange Commission. These periodic reports, proxy statements, and other information will be available for inspection and copying at the regional offices, public reference facilities, and web site of the Securities and Exchange Commission referred to above. We intend to furnish our stockholders with annual reports containing consolidated financial statements audited by our independent registered accounting firm.

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RINGCENTRAL, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Comprehensive Loss		F-5
Consolidated Statements of Shareholders’ Equity (Deficit)		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

RingCentral, Inc.:

We have audited the accompanying consolidated balance sheets of RingCentral, Inc. and subsidiaries (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RingCentral, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Santa Clara, California

June 21, 2013

F-2

RINGCENTRAL, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31,						March 31, 2013			Pro Forma Shareholders’ Deficit March 31, 2013
	2011			2012
							(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	13,577		$	37,864		$	22,320
Accounts receivable, net		434			2,690			3,487
Inventory		1,602			833			1,107
Prepaid expenses and other current assets		1,228			3,408			6,542
Total current assets		16,841			44,795			33,456
Property and equipment, net		9,293			17,008			16,787
Other assets		1,228			1,551			1,731
Total assets	$	27,362		$	63,354		$	51,974
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	5,962		$	4,553		$	2,884
Accrued liabilities		6,005			21,487			20,921
Current portion of capital lease obligation		362			312			321
Current portion of long-term debt		617			7,636			8,177
Deferred revenue		9,042			11,291			12,364
Total current liabilities		21,988			45,279			44,667
Long-term debt		-			12,428			9,956
Sales tax liability		3,491			3,877			4,003
Capital lease obligation		-			703			593
Other long-term liabilities		431			996			1,370
Total liabilities		25,910			63,283			60,589
Commitments and contingencies (Note 5)
Shareholders’ equity (deficit):
Convertible preferred stock, no par value—28,165, 32,294 and 32,294 shares authorized as of December 31, 2011, 2012 and March 31, 2013 (unaudited); 27,272, 30,369 and 30,369 shares issued and outstanding as of December 31, 2011, 2012 and March 31, 2013 (unaudited); aggregate liquidation preference of $44,496, $74,496 and $74,496 as of December 31, 2011, 2012 and March 31, 2013 (unaudited), actual; no shares issued and outstanding, pro forma (unaudited)		44,109			74,020			74,020			-
Common stock, no par value; 60,000, 65,000 and 65,000 shares authorized at December 31, 2011, 2012 and March 31, 2013 (unaudited); 22,210, 22,694 and 22,811 shares issued and outstanding at December 31, 2011, 2012 and March 31, 2013 (unaudited), actual; $0.0001 par value 53,180 shares issued and outstanding, $0.0001 par value pro forma (unaudited)		-			-			-			5
Additional paid-in capital		5,630			9,793			11,160			85,175
Accumulated other comprehensive income (loss)		(20	)		(85	)		124			124
Accumulated deficit		(48,267	)		(83,657	)		(93,919	)		(93,919	)
Total shareholders’ equity (deficit)		1,452			71			(8,615	)		(8,615	)
Total liabilities and shareholders’ equity (deficit)	$	27,362		$	63,354		$	51,974

See accompanying notes to consolidated financial statements

F-3

RINGCENTRAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Revenues:
Services	$	46,385		$	71,915		$	105,693		$	22,745		$	32,273
Product		3,837			6,962			8,833			2,063			3,252
Total revenues		50,222			78,877			114,526			24,808			35,525
Cost of revenues:
Services		17,915			26,475			36,215			8,130			10,709
Product		4,537			6,523			8,688			2,109			3,028
Total cost of revenues		22,452			32,998			44,903			10,239			13,737
Gross profit		27,770			45,879			69,623			14,569			21,788
Operating expenses:
Research and development		7,208			12,199			24,450			5,023			7,504
Sales and marketing		22,922			34,550			54,566			12,248			17,142
General and administrative		4,934			12,969			24,434			7,021			6,550
Total operating expenses		35,064			59,718			103,450			24,292			31,196
Loss from operations		(7,294	)		(13,839	)		(33,827	)		(9,723	)		(9,408	)
Other income (expense), net:
Interest expense		(184	)		(158	)		(1,503	)		(40	)		(639	)
Other income (expense), net		172			109			32			55			(203	)
Other income (expense), net		(12	)		(49	)		(1,471	)		15			(842	)
Loss before provision for income taxes		(7,306	)		(13,888	)		(35,298	)		(9,708	)		(10,250	)
Provision for income taxes		1			15			92			21			12
Net loss	$	(7,307	)	$	(13,903	)	$	(35,390	)	$	(9,729	)	$	(10,262	)
Net loss per common share:
Basic and diluted	($	0.35	)	($	0.64	)	($	1.58	)	($	0.44	)	($	0.45	)
Weighted-average number of shares used in computing net loss per share:
Basic and diluted		20,871			21,678			22,353			22,185			22,631
Proforma net loss per share (unaudited):
Basic and diluted							$	(0.67	)				$	(0.19	)
Weighted-average number of shares used in computing pro forma net loss per share (unaudited):
Basic and diluted								52,722						53,000

See accompanying notes to consolidated financial statements

F-4

RINGCENTRAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Net loss	$	(7,307	)	$	(13,903	)	$	(35,390	)	$	(9,729	)	$	(10,262	)
Other comprehensive loss:
Foreign currency translation adjustments, net		-			(20	)		(65	)		(34	)		209
Comprehensive loss	$	(7,307	)	$	(13,923	)	$	(35,455	)	$	(9,763	)	$	(10,053	)

See accompanying notes to consolidated financial statements

F-5

RINGCENTRAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)

	Convertible Preferred Stock				Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders’ Equity  (Deficit)
	Shares		Amount		Shares		Amount
Balance as of December 31, 2009		22,504	$	23,854		20,748	$	-	$	2,483	$	-		$	(27,057	)	$	(720	)
Issuance of common stock upon exercise and early exercise of stock options		-		-		442		-		246		-			-			246
Issuance of Series C convertible preferred stock (net of issuance costs of $130)		3,031		9,870		-		-		-		-			-			9,870
Share-based compensation		-		-		-		-		820		-			-			820
Net loss		-		-		-		-		-		-			(7,307	)		(7,307	)
Balance as of December 31, 2010		25,535		33,724		21,190		-		3,549		-			(34,364	)		2,909
Issuance of common stock upon exercise and early exercise of stock options		-		-		1,020		-		893		-			-			893
Issuance of Series D convertible preferred stock (net of issuance costs of $79)		1,737		10,385		-		-		-		-			-			10,385
Share-based compensation		-		-		-		-		1,188		-			-			1,188
Other comprehensive loss		-		-		-		-		-		(20	)		-			(20	)
Net loss		-		-		-		-		-		-			(13,903	)		(13,903	)
Balance as of December 31, 2011		27,272		44,109		22,210		-		5,630		(20	)		(48,267	)		1,452
Issuance of common stock upon exercise and early exercise of stock options		-		-		484		-		419		-			-			419
Issuance of preferred stock warrants in connection with a debt agreement		-		-		-		-		169		-			-			169
Issuance of Series E convertible preferred stock (net of issuance costs of $89)		3,097		29,911		-		-		-		-			-			29,911
Reclassification of preferred stock warrant		-		-		-		-		473		-			-			473
Share-based compensation		-		-		-		-		3,102		-			-			3,102
Other comprehensive loss		-		-		-		-		-		(65	)		-			(65	)
Net loss		-		-		-		-		-		-			(35,390	)		(35,390	)
Balance as of December 31, 2012		30,369		74,020		22,694		-		9,793		(85	)		(83,657	)		71
Issuance of common stock upon exercise of stock options (unaudited)		-		-		117		-		253		-			-			253
Share-based compensation (unaudited)		-		-		-		-		1,114		-			-			1,114
Other comprehensive income (unaudited)		-		-		-		-		-		209			-			209
Net loss (unaudited)		-		-		-		-		-		-			(10,262	)		(10,262	)
Balance as of March 31, 2013 (unaudited)		30,369	$	74,020		22,811	$	-	$	11,160	$	124		$	(93,919	)	$	(8,615	)

See accompanying notes to consolidated financial statements

F-6

RINGCENTRAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss	$	(7,307	)	$	(13,903	)	$	(35,390	)	$	(9,729	)	$	(10,262	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,270			3,546			6,191			1,130			2,156
Share-based compensation		820			1,188			3,102			491			1,114
Deferred income tax		-			(19	)		(56	)		-			-
Noncash interest expense related to warrants issued in connection with debt agreements		-			-			265			-			82
Loss on disposal of assets		88			-			26			-			-
Changes in assets and liabilities
Accounts receivable		(195	)		(239	)		(2,256	)		(379	)		(797	)
Inventory		(161	)		(1,442	)		769			(91	)		(274	)
Prepaid expenses and other current assets		(827	)		189			(2,022	)		(659	)		(2,965	)
Other assets		117			(312	)		(366	)		(50	)		160
Accounts payable		1,406			2,193			(1,392	)		1,699			(1,695	)
Accrued liabilities		1,585			2,597			12,898			3,097			1,413
Deferred revenue		1,988			2,526			2,248			1,067			1,073
Other liabilities		602			2,897			968			362			502
Net cash used in operating activities		(614	)		(779	)		(15,015	)		(3,062	)		(9,493	)
Cash flows from investing activities:
Purchases of property and equipment		(4,424	)		(6,664	)		(10,172	)		(1,193	)		(3,934	)
Restricted investments		(340	)		-			-			-			(130	)
Net cash used in investing activities		(4,764	)		(6,664	)		(10,172	)		(1,193	)		(4,064	)
Cash flows from financing activities:
Net proceeds from debt agreements		2,500			-			24,538			7,830			-
Repayment of debt		(878	)		(1,005	)		(5,356	)		(261	)		(2,013	)
Repayment of capital lease obligations		(139	)		(310	)		(675	)		(119	)		(101	)
Net proceeds from issuance of preferred stock		9,870			10,385			29,911			-			-
Proceeds from issuance of preferred stock warrants		-			-			501			170			-
Payment of deferred initial public offering costs		-			-			-			-			(68	)
Proceeds from exercise of stock options and common stock warrants		360			817			556			296			197
Net cash provided by (used in) financing activities		11,713			9,887			49,475			7,916			(1,985	)
Effect of exchange rate changes on cash and cash equivalents		-			(4	)		(1	)		(2	)		(2	)
Net increase (decrease) in cash and cash equivalents		6,335			2,440			24,287			3,659			(15,544	)
Cash and cash equivalents:
Beginning of period		4,802			11,137			13,577			13,577			37,864
End of period	$	11,137		$	13,577		$	37,864		$	17,236		$	22,320
Supplemental disclosure of cash flow data:
Cash paid for interest	$	114		$	117		$	791		$	14		$	357
Cash paid for income taxes		1			1			64			-			20
Noncash financing activities:
Change in liability for unvested exercise options	$	115		$	181		$	20		$	(12	)	$	55
Reclassification of preferred stock warrants from liability to equity		-			-			473			-			-
Deferred debt issuance cost recorded in connection with issuance of preferred stock warrants		-			-			122			-			-
Accrued liability for deferred initial public offering costs		-			-			-			-			101
Equipment purchased and unpaid at period end		1,410			271			2,700			302			701
Equipment purchased under capital lease		989			-			1,329			-			-

See accompanying notes to consolidated financial statements

F-7

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

RingCentral, Inc. (“the Company”) is a provider of software-as-a-service (“SaaS”) solutions for business communications. The Company was incorporated in California in 1999 and is headquartered in San Mateo, California.

Basis of Presentation and Liquidity

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany accounts and transactions have been eliminated. As the Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“the JOBS Act”), the Company can delay the adoption of new accounting standards until those standards would otherwise apply to privately held companies. However, the Company has elected to comply with all new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth publicly held companies. Under the JOBS Act, such election is irrevocable.

The Company has funded its operations through preferred stock financings with net proceeds totaling $74,020 through December 31, 2012. However, the Company has historically incurred losses and negative cash flows from operations. As of December 31, 2012, the Company had an accumulated deficit of $83,657. Management of the Company expects that operating losses and negative cash flows from operations will continue through at least December 31, 2013. The Company’s existing sources of liquidity include cash and cash equivalents, $4,000 of additional debt financing available upon submission of an initial Form S-1 registration statement to the SEC, which it drew down in June 2013 and an exercisable put right to issue an additional $7,500 of preferred stock to existing investors. While management believes that the Company’s existing sources of liquidity are adequate to fund operations through at least December 31, 2013, the Company may need to raise additional debt or equity financing to fund operations until it generates positive cash flows from profitable operations. There can be no assurance that such additional debt or equity financing will be available on terms acceptable to the Company or at all.

Unaudited Interim Consolidated Financial Information

The accompanying interim consolidated balance sheet as of March 31, 2013, the interim consolidated statements of operations, comprehensive loss, and cash flows for the three months ended March 31, 2012 and 2013, the interim consolidated statement of shareholders’ equity (deficit) for the three months ended March 31, 2013, and the related footnote disclosures are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, considered necessary to present fairly the Company’s financial position as of March 31, 2013 and its results of operations and cash flows for the three months ended March 31, 2012 and 2013. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

F-8

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Unaudited Pro Forma Shareholders’ Deficit

Immediately prior to the closing of a qualifying public offering (“IPO”), all of the outstanding shares of convertible preferred stock will automatically convert into shares of common stock. In addition, the outstanding preferred stock warrants will automatically be converted into warrants to purchase common stock upon effectiveness of an initial public offering. The unaudited pro forma shareholders’ equity (deficit) information, as set forth in the accompanying consolidated balance sheets, gives effect to the automatic conversion of all outstanding shares of convertible preferred stock as of March 31, 2013. The shares of common stock issuable and the proceeds expected to be received in the IPO are excluded from such pro forma information.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates made by management affect revenue, accounts receivable, the allowance for doubtful accounts, inventory and inventory reserves, share-based compensation, capitalized software development costs, provision for income taxes, uncertain tax positions, loss contingencies and accrued liabilities. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of shareholders’ equity and reported in the statement of comprehensive loss. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Foreign currency transaction gains and losses are included in income for the period.

Cash and Cash Equivalents

The Company considers highly liquid instruments with a remaining maturity of three months or less at the date of purchase to be cash equivalents. The Company considers its entire portfolio of marketable debt and equity securities to be available for sale and available to fund current operations. The Company deposits cash and cash equivalents with financial institutions that management believes are of high credit quality. Cash equivalents are stated at cost plus accrued interest, which approximates fair value.

Allowance for Doubtful Accounts

For all periods presented, substantially all revenues were credit card transactions with a small portion of revenues generating accounts receivable. To date, the Company has not experienced any significant defaults on its accounts receivable. The Company determines provisions based on historical experience and upon a specific review of customer receivables.

F-9

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Below is a summary of the changes in allowance for doubtful accounts for the years ended December 31, 2011 and 2012 and the three months ended March 31, 2013:

	Balance at Beginning of Period		Provision, net of Recoveries		Write-offs		Balance at End of Period
Year ended December 31, 2010	$	-	$	-	$	-	$	-
Year ended December 31, 2011		-		5		-		5
Year ended December 31, 2012		5		428		-		433
Three months ended March 31, 2013 (unaudited)		433		48		-		481

Inventory

The Company’s inventory consists primarily of telephones and peripheral equipment held at third parties. Inventory is stated at the lower of cost computed on a first-in, first-out basis, or market value. Inventory write-downs are recorded when the cost of inventory exceeds its net realizable value and establishes a new cost basis for the inventory.

Internal-Use Software Development Costs

The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes and commits to the funding of the project and it is probable the project will be completed and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation operation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis to cost of revenues when the underlying project is ready for its intended use.

Property and Equipment, Net

Property and equipment, net is stated at cost, less accumulated depreciation and amortization, and is depreciated using the straight-line method over the estimated useful lives of the assets. Computer hardware, software, and furniture and fixtures are depreciated over three years; internal-use software development costs are amortized over useful lives ranging from three to four years; and leasehold improvements are depreciated over the respective lease term or useful life, whichever is shorter. Maintenance and repairs are charged to expense as incurred.

The Company evaluates the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets or asset groups may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets or asset groups are expected to generate. If such evaluation indicates that the carrying amount of the assets or asset groups is not recoverable, the carrying amount of such assets or asset groups is reduced to fair value. No impairment losses have been recognized in any of the periods presented.

F-10

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Concentrations

Financial instruments that subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalent balances, which may exceed federally insured limits, with financial institutions that management believes are financially sound and have minimal credit risk exposure.

The Company’s accounts receivable are primarily derived from sales by resellers and to larger direct customers. The Company performs ongoing credit evaluations of its resellers and does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts for estimated potential credit losses. At December 31, 2011, customers A, B and C accounted for 36%, 14% and 12%, respectively, of the Company’s total accounts receivable. At December 2012, customer A accounted for 54% of the Company’s total accounts receivable. As of March 31, 2013, customer A accounted for 52% of our total accounts receivable. For the years ended December 31, 2010, 2011, and 2012 and the three months ended March 31, 2012 and 2013, no single customer accounted for greater than 10% of the Company’s total revenue.

The Company purchased a significant portion of its software development efforts from third-party vendors located in Russia and the Ukraine during the years ended December 31, 2010, 2011 and 2012, and the three months ended March 31, 2012 and 2013, respectively. A cessation of services provided by these vendors could result in a disruption to the Company’s research and development efforts.

Revenue Recognition

The Company’s revenues consist of services revenues and product revenues. The Company’s services revenues include all fees billed in connection with subscriptions to the Company’s RingCentral Office, RingCentral Professional and RingCentral Fax SaaS applications. These service fees include recurring fixed plan subscription fees, recurring administrative cost recovery fees, variable usage-based fees for usage in excess of plan limits and one-time upfront fees. The Company provides its services to its customers pursuant to contractual arrangements that range in duration from one month to three years. The Company’s service fees are generally billed in advance directly to customer credit cards or via invoices issued to larger customers. The Company’s product revenues consist of the gross sale price billed by the Company to the customer of pre-configured office phones used in connection with the service and includes shipping and handling fees.

The Company recognizes revenue when the following criteria are met:

Ÿ there is persuasive evidence of an arrangement;

Ÿ the service is being provided to the customer or the product has been delivered;

Ÿ the collection of the fees is reasonably assured; and

Ÿ the amount of fees to be paid by the customer is fixed or determinable.

Revenue under service subscription plans are recognized as follows:

Ÿ fixed service plan subscription and administrative fees are recognized on a straight-line basis over their respective contractual service terms;

Ÿ fees for additional minutes in excess of plan limits are recognized over the expected usage term; and

F-11

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Ÿ one-time fees are initially deferred and recognized on a straight-line basis over the average customer life.

Product revenues are billed at the time the order is received and recognized when the product has been delivered to the customer.

The Company enters into arrangements with multiple-deliverables that generally include services to be provided under the subscription plan and the sale of products used in connection with the Company’s services. Prior to January 1, 2011, the Company followed the accounting treatment prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-25, Revenue Recognition—Multiple Element Arrangements. Under that guidance, the deliverables in multiple-deliverable arrangements were accounted for separately if the delivered items had standalone value, delivery of the undelivered items was probable and within the Company’s control, and there was objective and reliable evidence of fair value for the undelivered items. If the deliverables in a multiple-deliverable arrangement could not be accounted for separately, the total arrangement fee was recognized as a single unit of accounting. Since the products sold by the Company have standalone value and objective evidence of fair value of the subscription plans exists, the services provided through the subscription plan agreement and the sale of products were accounted for as separate units of accounting under the residual method as VSOE existed for the undelivered elements which were generally the service plans.

In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”) which amended the accounting guidance for multiple-deliverable revenue arrangements to:

Ÿ provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated;

Ÿ require an entity to allocate revenue in an arrangement using estimated selling prices of each deliverable if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”); and

Ÿ eliminate the use of the residual method and require a vendor to allocate revenue using the relative selling price method.

On January 1, 2011, the Company adopted the new guidance on a prospective basis. The adoption of ASU 2009-13 did not change the units of accounting for arrangements with multiple deliverables and did not materially change the allocation of arrangement consideration to products and services. Therefore, the adoption of ASU 2009-13 did not have a significant impact on the consolidated financial statements.

Under the new guidance, the Company allocates revenue to each deliverable in a multiple-deliverable arrangement based upon its relative selling price. The Company determines the selling price using VSOE for its subscription plans and best estimated selling price (“BESP”) for its product offerings. Revenue allocated to each deliverable, limited to the amount not contingent on future performance, is then recognized when the basic revenue recognition criteria are met for the respective deliverable.

The Company determines VSOE based on historical standalone sales to customers. In determining VSOE, the Company requires that a substantial majority of the selling prices fall within a

F-12

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

reasonably narrow pricing range, generally evidenced by approximately 80% or more of such historical standalone transactions falling within plus or minus 15% of the median selling price. VSOE exists for all of the Company’s subscription plans. The Company uses BESP as the selling price for product offerings because the Company is not able to determine VSOE of fair value from standalone sales or TPE. The Company estimates BESP for a product by considering company-specific factors such as pricing objectives, direct product and other costs, bundling and discounting practices and contractually stated prices.

A portion of the Company’s services revenues and product revenues are generated through sales by resellers. When the Company assumes a majority of the business risks associated with performance of the contractual obligations, it records this revenue at the gross amount paid by the customer with amounts retained by the resellers recognized as sales and marketing expense. The Company’s assumption of such business risks is evidenced when, among other things, it takes responsibility for delivery of the product or service, is involved in establishing pricing of the arrangement, assumes credit and inventory risk, and are the primary obligor in the arrangement. When the reseller assumes the majority of the business risks associated with the performance of the contractual obligations, the Company records the associated revenues at the net amount remitted to it by the reseller. Based on this evaluation, the Company records services revenues for sales by its resellers on a gross basis. Revenues recorded through a reseller are recognized on substantially the same terms as revenues obtained directly by the Company.

The Company records reductions to revenue for estimated sales returns and customer credits at the time the related revenue is recognized. Sales returns and customer credits are estimated based on historical experience, current trends and expectations regarding future experience.

Customer billings related to taxes imposed by governmental authorities on revenue-producing transactions are reported on a net basis. When such taxes exceed the amount billed to customers, the cost is included in general and administrative expenses.

Amounts billed in excess of revenue recognized for the period are reported as deferred revenue on the consolidated balance sheet. The Company’s deferred revenue consists primarily of unearned revenue on annual and monthly service plans.

Cost of Revenues

Cost of services revenues primarily consists of costs of services purchased from third-party telecommunications providers, network operations, costs to build-out and maintain data centers, including co-location fees for the right to place our servers in data centers owned by third-parties, depreciation of the servers and equipment, along with related utilities and maintenance costs, personnel costs associated with non-administrative customer care and support of the functionality of our platform and data center operations, including share-based compensation expenses and allocated costs of facilities and information technology. Cost of services revenues is expensed as incurred.

Cost of product revenues is comprised primarily of the cost associated with purchased phones, as well as personnel costs for contractors and allocated costs of facilities and information technology related to the procurement, management and shipment of phones. Cost of product revenues is expensed in the period product is delivered to the customer.

F-13

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Share-Based Compensation

All share-based compensation granted to employees is measured as the grant date fair value of the award and recognized in the consolidated statement of operations over the requisite service period, which is generally the vesting period. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. Compensation expense is recognized using the straight-line method net of estimated forfeitures.

Compensation expense for stock options granted to non-employees is calculated using the Black-Scholes option pricing model and is recognized in the consolidated statement of operations over the service period. Compensation expense for non-employee stock options subject to vesting is revalued as of each reporting date until the stock options are vested.

Research and Development

Research and development expenses consist primarily of third-party contractor costs, personnel costs, technology license expenses, and depreciation associated with research and development equipment. Research and development costs are expensed as incurred, except for internal-use software development costs that qualify for capitalization.

Advertising Costs

Advertising costs are expensed as incurred and were $10,526, $13,046, $21,915, $5,008 and $6,525 for the years ended December 31, 2010, 2011 and 2012, and the three months ended March 31, 2012 and 2013, respectively.

Commissions

Commissions consist of variable compensation earned by sales personnel and third-party value-added resellers. Sales commissions are earned and recognized as sales and marketing expense at the time the customer has entered into a binding agreement.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. As of December 31, 2011 and 2012 and March 31, 2013, the Company recorded a full valuation allowance against the net deferred tax assets because of its history of operating losses. The Company classifies interest and penalties on unrecognized tax benefits as income tax expense.

F-14

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Net Loss Per Share

The Company applies the two-class method to calculate basic and diluted net loss per share of common stock as shares of convertible preferred stock are participating securities due to their dividend rights. The two-class method is an earnings allocation method under which earnings per share is calculated for common stock considering a participating security’s rights to undistributed earnings as if all such earnings had been distributed during the period. The Company’s participating securities are not included in the computation of net loss per share in periods of net loss because the preferred shareholders have no contractual obligation to participate in losses.

Segment Information

The Company has determined the chief executive officer is the chief operating decision maker. The Company’s chief executive officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reporting segment.

Indemnification

Certain of the Company’s agreements with resellers and customers include provisions for indemnification against liabilities if its services infringe a third-party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnification provisions and the Company has not accrued any liabilities related to such obligations in the consolidated financial statements as of December 31, 2012 or March 31, 2013. However, in connection with the Callwave litigation described in Note 5, the Company has agreed to indemnify and defend a significant reseller in connection with certain allegations.

Recent Accounting Pronouncements

In May 2011 the FASB further amended its guidance related to fair value measurements in order to achieve common fair value measurements between U.S. GAAP and International Financial Reporting Standards. The amendments in the updated guidance explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The adoption of this guidance in 2012 did not have a material impact on our consolidated financial statements.

In June 2011, the FASB updated its guidance related to the presentation of comprehensive income. Under the updated guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The Company adopted the updated guidance in 2012 by presenting a separate statement of comprehensive loss. The adoption of this guidance did not have a material impact on our consolidated financial statements.

F-15

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Note 2. Financial Statement Components

Cash and cash equivalents consisted of the following (in thousands):

	December 31,				March 31,
	2011		2012		2013
					(unaudited)
Cash	$	1,410	$	3,599	$	2,054
Money market funds		12,167		34,265		20,266
Total cash and cash equivalents	$	13,577	$	37,864	$	22,320

Accounts receivable, net consisted of the following (in thousands):

	December 31,						March 31,
	2011			2012			2013
							(unaudited)
Accounts receivable-trade	$	395		$	2,683		$	3,348
Unbilled accounts receivable-trade		44			440			620
Allowance for doubtful accounts		(5	)		(433	)		(481	)
Accounts receivable, net	$	434		$	2,690		$	3,487

Property and equipment, net consisted of the following (in thousands):

	December 31,						March 31,
	2011			2012			2013
							(unaudited)
Computer hardware and software	$	13,561		$	23,973		$	25,373
Internal-use software development costs		1,839			3,319			3,551
Furniture and fixtures		14			700			887
Leasehold improvements		17			441			556
Property and equipment, gross		15,431			28,433			30,367
Less: accumulated depreciation		(6,138	)		(11,425	)		(13,580	)
Property and equipment, net	$	9,293		$	17,008		$	16,787

F-16

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Total depreciation and amortization expense was $1,270, $3,546, $6,191, $1,130 and $2,156 for the fiscal years ended December 31, 2010, 2011 and 2012, and the three months ended March 31, 2012 and 2013, respectively.

Accrued liabilities consisted of (in thousands):

	December 31,				March 31,
	2011		2012		2013
					(unaudited)
Accrued compensation and benefits	$	1,916	$	3,216	$	3,529
Accrued sales, use and telecom related taxes		2,318		4,580		5,833
Accrued expenses		1,546		13,073		10,868
Other		225		618		691
Total accrued liabilities	$	6,005	$	21,487	$	20,921

Note 3. Fair Value of Financial Instruments

The Company carries certain financial assets consisting of money market funds and certificates of deposit at fair value on a recurring basis. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1:	Observable inputs which include unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:	Observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
Level 3:	Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques.

F-17

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

The fair value of assets carried at fair value was determined using the following inputs (in thousands):

	Balance at December 31, 2011		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market funds	$	12,167	$	12,167	$	-	$	-
Other assets:
Certificates of deposit	$	500	$	-	$	500	$	-
	Balance at December 31, 2012		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market funds	$	34,265	$	34,265	$	-	$	-
Other assets:
Certificates of deposit	$	500	$	-	$	500	$	-
	Balance at March 31, 2013		(Level 1)		(Level 2)		(Level 3)
	(unaudited)
Cash equivalents:
Money market funds	$	20,266	$	20,266	$	-	$	-
Other assets:
Certificates of deposit	$	630	$	-	$	630	$	-

During 2012, the Company issued preferred stock warrants in connection with a debt agreement that were recorded as a liability at issuance and carried at fair value for a portion of the year prior to reclassification to shareholders’ equity. The fair value of the warrants at the issuance date was $454 and $473 on the date of reclassification. The fair value of preferred stock warrants was determined by the Black-Scholes option pricing model which is a technique using level 3 inputs, which were based on the assumptions in Note 6.

The Company’s other financial instruments, including accounts receivable, accounts payable and other current liabilities, are carried at cost which approximates fair value due to the relatively short maturity of those instruments. Based on borrowing rates available to the Company for loans with similar terms and considering our credit risks, the carrying value of debt approximates fair value.

Note 4. Debt

Loan and Security Agreement with Bank

In February 2009, the Company entered into a loan and security agreement with a bank (the “Bank”) that was last amended in April 2013. Under this agreement the Company borrowed $2,500 on a term loan in January 2010 and $8,000 on a term loan in March 2012, which was equal to the full final lending commitment. The 2010 term loan is required to be repaid in 30 equal monthly installments of principal and interest, which accrues at an annual fixed rate of 6.5%. In addition, a final terminal payment is due at maturity equal to 3.5% of the original loan principal. The 2012 term loan is required to be repaid in 36 equal monthly installments of principal plus interest, which accrues at a floating annual rate equal to prime plus 2.75%. In addition, a final terminal payment is due at maturity equal to 0.5% of the original loan principal. The Company granted the Bank a senior security interest in certain assets to secure this

F-18

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

debt. In connection with the agreement and its amendments, the Company issued the Bank warrants to purchase preferred stock. The fair value of warrants issued in connection with the execution of a lending commitment of $117 was recorded as a deferred financing costs asset together with insignificant other debt issuance costs. For warrants issued in connection with a borrowing, the proceeds were allocated to the loan and the warrants based on the relative fair value of the instruments resulting in a loan discount of $170 being recorded. The terminal payments, deferred financing costs and loan discounts are being recognized as additional interest expense over the terms of the loans.

The loan and security agreement contains covenants, including requirements to provide audited financial and other information and maintain minimum cash balances with the Bank. These loan agreements contain customary affirmative and negative covenants, including covenants restricting the Company’s ability to merge or liquidate, incur debt, dispose of assets, incur liens, declare dividends or enter into transactions with affiliates. The Company was in compliance with all covenants as of December 31, 2012.

Loan and Security Agreements with Financial Institution

In June 2012, the Company entered into a growth working capital loan and security agreement and an equipment loan and security agreement (the “Agreements”) with the same financial institution (the “Lender”). Under the growth working capital loan and security agreement, the Company borrowed $6,000 in term loans in June 2012, equal to the full lending commitment available at the time. The growth working capital term loans are required to be repaid in 33 equal monthly installments of principal and interest, which accrues at an annual fixed rate of 8.5% after an interest-only period of 3 months. In addition, a final terminal payment is due at maturity equal to 4% of the original loan principal. Under the equipment loan and security agreement, the Company borrowed $9,691 in term loans in August 2012 from the $10,000 lending commitment available at the time. The equipment term loans are required to be repaid in 36 equal monthly installments of principal and interest, which accrues at an annual fixed rate of 5.75%. In addition, a final terminal payment is due at maturity equal to 10% of the original loan principal.

Under the growth working capital agreement, the Company can borrow an additional $4,000 on or before June 21, 2013 upon the submission of a Form S-1 registration statement to the SEC contemplating an initial public offering of the Company’s common stock with expected total net proceeds of at least $50,000. The Company has granted the Lender a security interest, which is subordinated to the Bank’s security interest, in certain assets to secure the growth working capital loans. Under the equipment loan agreement, an additional $10,000 in borrowing capacity may be requested subject to additional approval by the Lender through June 21, 2013. The Company has granted the Lender a security interest in all equipment financed under the equipment loan agreement.

In connection with the Agreements, the Company issued the Lender warrants to purchase preferred stock and a right to purchase up to $500 in the Company’s next round of equity financing. The fair value of warrants issued in connection with the execution of the lending commitment of $122 was recorded as a deferred financing costs in other long-term assets. In addition, there were other debt issuance costs totalling $300, of which $210 was recorded as a deferred financing costs in other long-term assets, and $90 was recorded as a debt discount. The $210 was comprised of legal fees of $110 and a capital equipment loan facility fee. The debt discount of $90 was comprised of a growth working capital loan facility fee. For warrants issued in connection with a borrowing, the proceeds were allocated to the loan and the warrants based on the relative fair value of the instrument resulting in a loan discount of $332. The terminal payments, deferred financing costs and loan discounts are being recognized as additional interest expense over the terms of the loans.

F-19

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Other Debt

In April 2012, the Company borrowed $1,500 to finance the purchase of software. The loan is required to be repaid in three equal installments of $500 due in April 2012, January 2013 and January 2014.

The Company’s outstanding balances under its debt agreements as of December 31, 2011 and 2012 and March 31, 2013 were as follows (in thousands):

	December 31,						March 31,
	2011			2012			2013
							(unaudited)
Bank loan and security agreement	$	636		$	6,000		$	5,334
Lender growth capital loan agreement		-			5,348			5,011
Lender capital equipment loan agreement		-			8,151			7,641
Other		-			1,000			500
		636			20,499			18,486
Loan discounts		(19	)		(435	)		(353	)
Net carrying value of debt	$	617		$	20,064		$	18,133

As of December 31, 2012, future principal payments are scheduled as follows (in thousands):

	December 31, 2012
Year ending December 31:
2013	$	7,919
2014		8,706
2015		3,874
	$	20,499

F-20

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Note 5. Commitments and Contingencies

Leases

The Company leases facilities under noncancelable operating leases for its U.S. and international locations and has entered into capital lease arrangements to obtain property and equipment for its operations. As of December 31, 2012, noncancelable leases expire on various dates between 2014 and 2017 and require the following future minimum lease payments by year (in thousands):

	Capital Leases			Operating Leases
Year ending December 31:
2013	$	388		$	1,313
2014		517			1,145
2015		258			994
2016		-			1,024
2017		-			359
Total future minimum lease payments		1,163		$	4,835
Less: amount representing interest		(148	)
Total capital lease obligations		1,015
Less: Current portion of capital lease obligation		(312	)
Capital lease obligations	$	703

Property and equipment recorded under capital leases consisted of the following (in thousands):

	December 31,						March 31,
	2011			2012			2013
							(unaudited)
Total assets acquired under capital lease	$	988		$	2,317		$	2,317
Less: accumulated amortization		(438	)		(1,029	)		(1,222	)
Leased property and equipment, net	$	550		$	1,288		$	1,095

Leases for certain office facilities include scheduled periods of abatement and escalation of rental payments. The Company recognizes rent expense on a straight-line basis for all operating lease arrangements with the difference between required lease payments and rent expense recorded as deferred rent. The following table presents total rent expense incurred during the periods (in thousands):

	Year Ended December 31,						Three Months Ended March 31,
	2010		2011		2012		2012		2013
							(unaudited)		(unaudited)
Rent Expense	$	339	$	533	$	1,261	$	237	$	322

Sales Tax Liability

During 2010 and 2011, the Company increased its sales and marketing activities in the U.S., which may be asserted by a number of states to create an obligation under nexus regulations to collect

F-21

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

sales taxes on sales to customers in the state. Prior to 2012, the Company did not collect sales taxes from customers on sales in all states. In the second quarter of 2012, the Company commenced collecting and remitting sales taxes on sales in all states, therefore the loss contingency is applicable to sales and marketing activities in 2010, 2011 and the three months ended March 31, 2012. As of December 31, 2011, December 31, 2012 and March 31, 2013, the Company recorded a long-term sales tax liability of $3,491, $3,877, and $4,003, respectively, based on its best estimate of the probable liability for the loss contingency incurred as of those dates. The Company’s estimate of a probable outcome under the loss contingency is based on analysis of its sales and marketing activities, revenues subject to sales tax, and applicable regulations in each state in each period. No significant adjustments to the long-term sales tax liability have been recognized in the accompanying consolidated financial statements for changes to the assumptions underlying the estimate. However, changes in management’s assumptions may occur in the future as the Company obtains new information which can result in adjustments to the recorded liability. Increases and decreases to the long-term sales tax liability are recorded as general and administrative expense.

A current sales tax liability for noncontingent amounts expected to be remitted in the next twelve months of $140, $3,574, and $3,298 is included in accrued liabilities as of December 31, 2011, December 31, 2012 and March 31, 2013, respectively.

Legal Matters

In June 2011, j2 Global, Inc. and Advanced Messaging Technologies, Inc. named the Company in a patent infringement lawsuit seeking a permanent injunction, damages, and attorneys’ fees. In March 2013, Advanced Messaging Technologies, Inc. named the Company in a second patent infringement lawsuit. In April 2013, the Company entered into a license and settlement agreement with j2 Global, Inc. and one of its affiliates to settle the matters. Under the terms of the settlement, the parties granted each other certain patent cross-licenses and the parties have dismissed all claims in the litigations with prejudice. As part of the settlement, the Company agreed to pay j2 Global, Inc. cash consideration which it recognized as general and administrative expense in fiscal 2012 as it determined the payment to be a cost to settle a loss contingency.

In December 2012, CallWave Communications, LLC (“Callwave”) filed a lawsuit against the Company in the United States District Court for the District of Delaware and has amended its complaint twice since then alleging patent infringement by the Company and AT&T Inc. (“AT&T”), a reseller of the Company’s product and services, seeking damages but no injunction. The Company has agreed to indemnify and to defend AT&T for losses that are solely attributable to Callwave’s infringement allegations against the Company’s products and services. In April and June 2013, the Company filed responses and counterclaims denying all claims by Callwave and intends to defend this lawsuit vigorously. Nevertheless, there can be no assurance that the Company will be successful in such defense. At this early stage of the litigation management is unable to estimate a reasonably possible range of loss, if any, that may result from this matter.

The Company is also party to various legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, as of December 31, 2012 and March 31, 2013, there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to such loss contingencies.

F-22

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

The Company recognizes general and administrative expense for legal fees in the period the services are provided.

Note 6. Shareholders’ Equity (Deficit)

Convertible Preferred Stock

The following table summarizes convertible preferred stock authorized and issued and outstanding as of December 31, 2011 (in thousands):

	Shares authorized		Shares issued and outstanding		Net proceeds		Aggregate liquidation preference
Series A		16,847		16,847	$	12,064	$	12,164
Series B		5,729		5,657		11,790		11,868
Series C		3,289		3,031		9,870		10,000
Series D		2,300		1,737		10,385		10,464
		28,165		27,272	$	44,109	$	44,496

The following table summarizes convertible preferred stock authorized and issued and outstanding as of December 31, 2012 and March 31, 2013 (in thousands):

	Shares authorized		Shares issued and outstanding		Net proceeds		Aggregate liquidation preference
Series A		16,847		16,847	$	12,064	$	12,164
Series B		5,729		5,657		11,790		11,868
Series C		3,289		3,031		9,870		10,000
Series D		2,300		1,737		10,385		10,464
Series E		4,129		3,097		29,911		30,000
		32,294		30,369	$	74,020	$	74,496

In August 2011, the Company issued a total of 1,737 shares of Series D convertible preferred stock to investors at $6.03 per share for total gross proceeds of $10,464. In November 2012, the Company issued a total of 3,097 shares of Series E convertible preferred stock to investors at $9.69 per share for total gross proceeds of $30,000.

The Series E Preferred Stock Purchase Agreement contains a put provision (the “Series E Put Right”) that upon exercise by the Company obligates certain investors to purchase up to an additional 774 thousand shares of Series E convertible preferred stock at a per share price of $9.68. In addition, the Series E Preferred Stock Purchase Agreement contains a contingent written call provision (The “Series E Right of First Refusal Right”) that in the event that the Company issues additional shares or preferred stock, the Series E Put Right investors will have the right, if exercised, to purchase up to 774 thousand shares of Series E preferred stock at a per share price of $9.68. The Series E Put Right terminates upon the earliest of: (i) November 23, 2013, (ii) a qualified initial public offering (as defined in the articles of incorporation), (iii) the exercise of the Series E Right of First Refusal Right by investors, or (iv) issuance of a subsequent down-round of preferred stock financing. The Series E Right of First Refusal Right terminates upon the earliest of: (i) November 23, 2013, (ii) a qualified initial public

F-23

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

offering (as defined in the articles of incorporation), or (iii) the exercise of the Series E Put Right by the Company. The Series E Right of First Refusal Right was concluded to be an embedded feature clearly and closely related to the Series E preferred stock and therefore not accounted for separately. The Series E Put Right was concluded to be an embedded feature that does not have all of the characteristics of a derivative and therefore not accounted for separately.

The Company last amended its articles of incorporation in November 2012 in connection with the issuance of the Series E preferred stock. A summary of the rights, preferences and privileges of convertible preferred stock are as follows:

Dividend Rights

The holders of preferred stock are entitled to receive noncumulative dividends, when and if declared by the board of directors, prior and in preference to any payment of any dividend on the common stock. The dividend rate is equal to 6% of the original issuance price of each series of preferred stock. If dividends are paid on any share of common stock, the Company will pay an additional dividend on all outstanding shares of preferred stock in a per share amount equal, on an as-if-converted to common stock basis, to the amount paid or set aside for each share of common stock. Such dividends are payable when and if declared by the board of directors, but only to the extent of funds legally available, and are noncumulative. As of December 31, 2012 and March 31, 2013, no dividends have been declared.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Convertible Preferred Stock are entitled to receive, prior and in preference to any distribution of the assets of the Company to the holders of common stock, on a pari passu basis, a per share amount equal to the original issue price for each series of Convertible Preferred Stock, plus all declared but unpaid dividends on such shares. The original issue price of Series A, Series B, Series C, Series D and Series E Convertible Preferred Stock is equal to $0.72, $2.10, $3.30, $6.03 and $9.69 per share, respectively. After the full preference amount on all outstanding shares of Convertible Preferred Stock has been paid, all remaining assets of the Company legally available for distribution will be distributed among the holders of the common stock on a pro rata basis. If the assets available for distribution are insufficient to pay the liquidation preference in full, then the entire proceeds legally available for distribution will be distributed ratably among the holders of the Convertible Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

A merger or consolidation of the Company in which its stockholders immediately prior to the transaction do not retain a majority of the voting power in the surviving corporation, or a sale or transfer of all or substantially all of the Company’s assets, will be deemed to be a liquidation, dissolution or winding up of the Company. The holders of the Convertible Preferred Stock may agree to waive this provision upon the agreement in writing of at least 85% of the outstanding preferred stock provided that: (1) if the proceeds payable to the holders of Series D in connection with such transaction or series of related transactions would be less than their liquidation preference, then such waiver will require the consent of the holders of a majority of the Series D preferred stock voting as a separate class; and, (2) if the proceeds payable to the holders of Series E preferred stock in connection with such transaction or series of related transactions

F-24

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

would be less than their liquidation preference, then such waiver will require the consent of the holders of 75% of Series E preferred stock voting as a separate class.

Conversion

At any time following the date of issuance, each share of preferred stock is convertible, at the option of its holder, into the number of shares of common stock which results from dividing the applicable original issue price per share by the applicable conversion price per share at the option of the holder. The prices per share for all series of preferred stock were equal to the original issue prices and therefore the conversion ratio is 1:1. The conversion price of all series of preferred stock will be adjusted for specified dilutive issuances of common stock at a price lower than the original issue price and in the event of specified stock splits, combinations, reclassifications or other reorganizations.

The issuance price of each series of preferred stock exceeded the fair value of common stock on the date of issuance and there have been no subsequent adjustments to the conversion prices in the periods presented. Accordingly, no beneficial conversion amounts, measured as the instrinsic value of the conversion feature as of the issuance date, have resulted from issuances of preferred stock.

Each share of Series A preferred stock and Series B preferred stock will be automatically converted into shares of common stock upon the approval of not less than 85% of the outstanding Series A preferred stock and Series B preferred stock voting together as a single class or upon the closing of an underwritten initial public offering of common stock with an aggregate offering price that exceeds $20,000. Each share of Series C preferred stock will be automatically converted into shares of common stock upon the approval of not less than a majority of the outstanding Series C preferred stock or upon the closing of a firmly underwritten public offering of common stock with an aggregate offering price that exceeds $20,000 and at an offering price per share of at least 1.75 times the original issue price of Series C preferred stock. Each share of Series D preferred stock will be automatically converted into shares of common stock upon the approval of not less than a majority of the outstanding Series D preferred stock or upon the closing of a firmly underwritten public offering of common stock at an offering price per share of not less than the original issue price of Series D preferred stock. Each share of Series E preferred stock will be automatically converted into shares of common stock upon the approval of not less than 75% of the outstanding Series E preferred stock or upon the closing of a qualified initial public offering at an offering price per share of not less than the original issue price of Series D preferred stock.

Voting Rights

The holders of preferred stock and common stock have the same voting rights and vote together as a single class on all matters. Preferred stockholders are entitled to the number of votes equal to the number of shares of common stock into which their preferred shares could then be converted.

The Company’s board of directors is comprised of seven directors. The holders of preferred stock, voting as a separate class, are entitled to elect three directors while the holders of common stock, voting as a separate class, are entitled to elect four directors.

F-25

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Common Stock

As of December 31, 2012 and March 31, 2013, the Company had 65,000 shares of common stock authorized for issuance, with 22,694 and 22,811 shares of common stock outstanding at those dates, respectively. The Company settles the exercise of options and warrants with newly issued common stock. Shares of common stock reserved for future issuance were as follows (in thousands):

	December 31, 2012		March 31, 2013
			(unaudited)
Series A convertible preferred stock		16,847		16,847
Series B convertible preferred stock		5,729		5,729
Series C convertible preferred stock		3,289		3,289
Series D convertible preferred stock		2,300		2,300
Series E convertible preferred stock		4,129		4,129
Common stock warrants		110		110
Preferred stock warrants		227		227
Stock option plan:
Outstanding		8,613		8,727
Available for future grants		468		237
		41,712		41,595

As of December 31, 2012 and March 31, 2013 there were 100 and 75 shares of common stock outstanding related to the early exercise of nonvested options subject to repurchase by the Company upon termination of service by an employee.

Warrants

The Company has issued common stock warrants to consultants for services and preferred stock warrants to lenders in connection with its debt agreements. As of December 31, 2012 and March 31, 2013, outstanding warrants to purchase common stock and preferred stock were as follows (number of warrant shares in thousands):

Class of shares	Number of Warrant Shares Outstanding and Exercisable		Weighted- Average Exercise price Per Share		Weighted Average Contractual Term as of March 31, 2013 (in Years) (unaudited)
Common stock		110	$	0.11		1.7
Series B convertible preferred stock		72	$	2.10		5.9
Series C convertible preferred stock		48	$	3.30		7.6
Series D convertible preferred stock		107	$	6.03		6.2

The Series D preferred stock warrants were issued in June and August 2012 with an exercise price equal to the lower of: (i) $6.03 or (ii) lowest price per share in the next round of preferred stock financing. As a result of the exercise price adjustment feature, the Series D preferred stock warrants were not indexed to the Company’s stock and were classified as liabilities on the date of issuance. The

F-26

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

exercise price adjustment feature expired with the issuance of Series E preferred stock in November 2012. Upon the expiration of the exercise price adjustment feature, the warrants became indexed to the Company’s stock and were reclassified as shareholders’ equity. The warrants were recorded at fair value for the period the warrants were classified as liabilities with changes in fair value recognized in other income and expense. The fair value of the Series D preferred stock warrants was measured during the period outstanding through the reclassification date using the Black-Scholes option pricing model with the following assumptions:

Expected volatility	65%
Expected life	6.48-7.00
Risk free interest rate	1.06%-1.15%
Dividend yield	0.00%

Note 7. Share-Based Compensation

A summary of share-based compensation expense recognized in the Company’s consolidated statements of operations follows (in thousands):

	Year Ended December 31,						Three Months Ended March 31,
	2010		2011		2012		2012		2013
							(unaudited)		(unaudited)
Cost of services revenues	$	58	$	141	$	235	$	56	$	81
Research and development		111		260		837		131		275
Sales and marketing		340		297		651		131		179
General and administrative		311		490		1,379		173		579
Total share-based compensation expense	$	820	$	1,188	$	3,102	$	491	$	1,114

As of December 31, 2012 and March 31, 2013 there was approximately $9,587 and $9,975 of unrecognized share-based compensation expense, net of estimated forfeitures, related to stock option grants, which will be recognized on a straight-line basis over the remaining weighted-average vesting periods of approximately 2.7 years and 2.7 years, respectively.

Equity Incentive Plans

In September 2010, the Company established and shareholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). In connection with the adoption of the 2010 Plan, the Company terminated the 2003 Equity Incentive Plan (the “2003 Plan), under which stock options had been granted prior to September 2010. After the termination of the 2003 Plan, no additional options will be granted under the 2003 Plan, but options previously granted will continue to be governed by that plan. In addition, options authorized to be granted under the 2003 Plan, including forfeitures of previously granted awards, are authorized for grant under the 2010 Plan.

The plans permit the grant of stock options and other share-based awards to employees, officers, directors and consultants by the Company’s board of directors. Option awards are generally granted with an exercise price equal to the fair market value of the Company’s common stock as determined by the Company’s board of directors at the date of grant. Option awards generally vest according to a graded vesting schedule based on four years of continuous service and have a 10-year contractual

F-27

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

term. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the option agreement) and early exercise of the option prior to vesting (subject to the Company’s repurchase right). As of December 31, 2012 and March 31, 2013, a total of 468 and 237 shares remain available for grant under the 2010 Plan.

A summary of option activity under the plans as of December 31, 2012 and March 31, 2013 and changes during the periods then ended is presented in the following table:

	Number of Options Outstanding (in thousands)			Weighted- Average Exercise Price Per Share		Weighted- Average Contractual Term (in Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2011		5,621		$	1.14		7.8	$	8,917
Granted		4,369			4.91
Exercised		(484	)		1.15
Canceled/Forfeited		(897	)		2.18
Outstanding at December 31, 2012		8,609			2.89		7.2	$	40,705
Granted (unaudited)		404		$	7.62
Exercised (unaudited)		(117	)		1.69
Canceled/Forfeited (unaudited)		(169	)		3.09
Outstanding at March 31, 2013 (unaudited)		8,727		$	3.12		7.2	$	47,187
Vested and expected to vest as of December 31, 2012		7,915		$	2.75		7.1	$	38,517
Exercisable as of December 31, 2012		3,474		$	1.07		5.6	$	22,756
Vested and expected to vest as of March 31, 2013 (unaudited)		8,100		$	2.98		7.1	$	44,959
Exercisable as of March 31, 2013 (unaudited)		4,172		$	1.31		6.0	$	30,119

The total intrinsic value of options exercised during the years ended December 31, 2010, 2011, 2012 and the three months ended March 31, 2013 was $391, $2,035, $3,134, and $803, respectively. The intrinsic value is the difference between the current fair value of the stock and the exercise price of the stock option.

Early Exercises of Nonvested Options

The Company’s option agreements with certain employees permit the early exercise of nonvested stock options. The Company has the right to repurchase issued but nonvested shares of common stock at the original exercise price following the termination of service. The shares are released from the repurchase right according to the vesting schedule specified in the option agreement. The Company treats the proceeds from early exercise as a deposit of the exercise price and records the cash received initially as a liability that is reclassified to shareholders’ equity as the shares vest. A

F-28

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

summary of the status of the Company’s nonvested shares as of December 31, 2012 and March 31, 2013, and changes during the periods then ended is presented below (in thousands):

	Number of Shares			Nonvested Common Stock Liability
Nonvested as of December 31, 2011		58		$	64
Early exercises		100			200
Vested		(58	)		(60	)
Nonvested as of December 31, 2012		100			204
Early exercises (unaudited)		-			-
Vested (unaudited)		(25	)		(56	)
Nonvested as of March 31, 2013 (unaudited)		75		$	148

Valuation Assumptions

The Company estimated the fair values of each option awarded on the date of grant using the Black-Scholes option pricing model, which requires inputs including the fair value of common stock, expected term, expected volatility, risk-free interest and dividend yield.

Fair Value of Common Stock

Given the absence of a public trading market, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of common stock at each meeting at which awards were approved. These factors included, but were not limited to: (i) contemporaneous valuations of common stock performed by an unrelated valuation specialist; (ii) developments in the Company’s business and stage of development; (iii) the Company’s operational and financial performance and condition; (iv) issuances of preferred stock and the rights and preferences of preferred stock relative to common stock; (v) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company; and (vi) the lack of marketability of common stock. For financial reporting purposes, the Company also considered contemporaneous valuations of common stock prepared for dates subsequent to the grant date. For certain option grants in 2012 and 2013 that occurred on an interim date between valuation dates, the fair value of common stock used in the option pricing model to measure share-based compensation for the period exceeded the exercise price.

Expected Term

The expected term represents the period that share-based awards are expected to be outstanding. Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise behavior, the expected term for options issued to employees was calculated as the mean of the option vesting period and the contractual term. The expected term for options issued to non-employees was the contractual term.

Expected Volatility

The expected stock price volatility of common stock was derived from the historical volatilities of a peer group of similar publicly traded companies over a period that approximates the expected term of the option.

F-29

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Risk-Free Interest Rate

The risk-free interest rate was based on the yield available on U.S. Treasury zero-coupon issues with a term that approximates the expected term of the option.

Expected Dividends

The expected dividend yield was 0% as the Company has not paid, and does not expect to pay, cash dividends.

The weighted-average assumptions used in the option pricing models and the resulting grant date fair value of stock options granted to employees in the periods presented were as follows:

	Year Ended December 31,									Three Months Ended March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Expected term for employees (in years)		6.1			6.2			6.1			6.1			6.1
Expected term for non-employees (in years)		10.0			10.0			10.0			10.0			10.0
Expected volatility		70	%		67	%		61	%		66	%		55	%
Risk-free interest rate		2.43	%		2.08	%		0.97	%		1.09	%		1.15	%
Expected dividends		-	%		-	%		-	%		-	%		-	%
Grant date fair value of employee options	$	0.69		$	1.18		$	3.07		$	1.72		$	4.28

Note 8. Income Taxes

Income tax expense consisted of the following (in thousands):

	Years Ended December 31,
	2010		2011		2012
Current:
Federal	$	-	$	-	$	28
State		1		5		9
Foreign		-		10		111
Total current		1		15		148
Deferred:
Foreign		-		-		(56	)
Total income tax expense	$	1	$	15	$	92

Net loss before provision for income taxes consisted of the following (in thousands):

	Years Ended December 31,
	2010			2011			2012
United States	$	(7,108	)	$	(13,292	)	$	(33,883	)
International		(198	)		(596	)		(1,415	)
Total net loss before provision for income taxes	$	(7,306	)	$	(13,888	)	$	(35,298	)

F-30

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax loss as a result of the following (in thousands):

	Years Ended December 31,
	2010			2011			2012
Federal tax benefit at statutory rate	$	(2,484	)	$	(4,722	)	$	(12,002	)
State tax, net of federal benefit		1			3			6
Share-based compensation		-			385			534
Other permanent differences		224			(141	)		171
Foreign tax rate differential		67			(212	)		(253	)
Net operating losses not used		2,193			4,702			11,636
Total income tax expense	$	1		$	15		$	92

The Company has not provided for U.S. income taxes on undistributed earnings of its foreign subsidiaries, because it intends to permanently re-invest these earnings outside the United States. Undistributed earnings of foreign subsidiaries is immaterial for all periods presented.

The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2011			2012
Deferred tax assets:
Net operating loss and credit carryforwards	$	14,489		$	24,554
Research and development credits		571			895
Sales tax accrual		1,427			1,385
Accrued liabilities		786			2,704
Gross deferred tax assets		17,273			29,538
Valuation allowance		(16,511	)		(28,847	)
Total deferred tax assets		762			691
Deferred tax liabilities—Property and equipment		(743	)		(616	)
Net deferred tax assets	$	19		$	75

At December 31, 2012, the Company had net operating loss carry-forwards for federal and state income tax purposes of approximately $61,914 and $60,410, respectively, available to reduce future income subject to income taxes. The federal and state net operating loss carry-forwards will begin to expire in 2023 and 2013, respectively. The Company also has research credit carry-forwards for federal and California tax purposes of approximately $490 and $1,020, respectively, available to reduce future income subject to income taxes. The federal research credit carryforwards will begin to expire in 2028 and the California research credits carry forward indefinitely. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar

F-31

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

state provisions. An analysis was conducted through June 21, 2013 to determine whether an ownership change had occurred since inception. The analysis indicated that although an ownership change occurred in a prior year, the net operating losses and research and development credits as of December 31, 2012 were not significantly limited annually pursuant to IRC Section 382. In the event the Company has subsequent changes in ownership, net operating losses and research and development credit carryovers could be limited and may expire unutilized.

The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the year ended December 31, 2012, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change in the valuation allowance for the years ended December 31, 2010, 2011 and 2012 was an increase of $2,427, $5,351 and $12,336, respectively.

In accordance with FASB ASC 740, the Company has adopted the accounting policy that interest and penalties recognized are classified as part of its income taxes. The following shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2012 (in thousands):

Balance as of December 31, 2011	$	230
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year year		133
Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year		12
Balance as of December 31, 2012	$	375

The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitation during the next twelve months.

The Company files U.S. and foreign income tax returns with varying statutes of limitations. Due to the Company’s net carryover of unused operating losses, all years from 2003 forward remain subject to future examination by tax authorities.

Note 9. Basic and Diluted Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share of common stock under the two-class method attributable to common shareholders during the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013 (in thousands, except per share data):

	Fiscal Years Ended									Three Months Ended
	December 31,									March 31,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Numerator
Net loss	$	(7,307	)	$	(13,903	)	$	(35,390	)	$	(9,729	)	$	(10,262	)
Denominator
Weighted-average common shares for basic and diluted net loss per share		20,871			21,678			22,353			22,185			22,631
Basic and diluted net loss per share	$	(0.35	)	$	(0.64	)	$	(1.58	)	$	(0.44	)	$	(0.45	)

F-32

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

The unaudited basic and diluted pro forma per common share calculations are presented below (in thousands, except per share data):

	Year Ended December 31, 2012			Three Months Ended March 31, 2013
Basic and diluted pro forma net loss per common share
Net loss available to common stockholders, as reported	$	(35,390	)	$	(10,262	)
Adjustment to other income (expenses), net, related to the change in valuation of Preferred Stock warrants		19			-
Pro forma net loss	$	(35,371	)		(10,262	)
Weighted-average shares used to compute net loss per share available to common stockholders, basic and diluted		22,353			22,631
Pro forma adjustments to reflect conversion of convertible preferred stock		30,369			30,369
Weighted-average shares used to compute pro forma net loss per share available to common stockholders, basic and diluted		52,722			53,000
Pro forma net loss per share available to common stockholders—basic and diluted	$	(0.67	)	$	(0.19	)

Following is a table summarizing the potentially dilutive common shares that were excluded from diluted weighted-average common shares outstanding (in thousands):

	Fiscal Years Ended						Three Months Ended
	December 31,						March 31,
	2010		2011		2012		2012		2013
							(unaudited)		(unaudited)
Shares of common stock issuable upon conversion of preferred stock		25,535		27,272		30,369		27,272		30,369
Shares of common stock issuable upon conversion of warrants		251		181		337		230		337
Shares of common stock subject to repurchase		142		58		100		124		75
Shares of common stock issuable under stock option plans outstanding		5,745		5,621		8,609		7,241		8,727
Potential common shares excluded from diluted net loss per share		31,673		33,132		39,415		34,867		39,508

F-33

RINGCENTRAL, INC.

Notes to Consolidated Financial Statements

(dollars and share numbers in thousands, except per share data)

Note 10. Geographic Concentrations

Revenue by geographic location is based on the billing address of the customer. More than 90% of the Company’s revenue is from the United States. No other individual country exceeded 10% of total revenue for fiscal years ended December 31, 2010, 2011 and 2012, and the three months ended March 31, 2012 and 2013. Property and equipment by geographic location is based on the location of the legal entity that owns the asset. More than 95% of the Company’s property and equipment is located in the United States at December 31, 2011, 2012 and March 31, 2013.

Note 11. Subsequent Events

On June 20, 2013, the Series E Preferred Stock Purchase Agreement underlying the Series E Put Right was amended to eliminate the termination of the Series E Put Right upon a material adverse change in the assets, liabilities, financial condition and operations of the Company.

On June 21, 2013, the Company amended the term of its Growth Capital Loan and Security Agreement to extend the availability of $4 million in additional borrowings to June 28, 2013 upon submission of a registration statement on Form S-1 to the SEC on or before June 21, 2013, which the Company drew down in June 2013.

We have evaluated subsequent events through June 21, 2013, which was the date the financial statements were issued.

F-34

            Shares

RingCentral, Inc.

Class A Common Stock

Goldman, Sachs & Co.	J.P. Morgan	BofA Merrill Lynch
Allen & Company LLC		Raymond James

Through and including                     , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee	$	*
Financial Industry Regulatory Authority filing fee		*
The              Market listing fee		*
Blue Sky fees and expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Printing and engraving expenses		*
Miscellaneous fees and expenses		*
Total	$	*

* To be filed by amendment

Item 14. Indemnification of Directors and Officers

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

II-1

We expect that the certificate of incorporation adopted by us prior to the consummation of this offering (the “Charter”) will provide that no director of our company shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) in respect of unlawful dividend payments or stock redemptions or repurchases or other distributions pursuant to Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. In addition, our Charter will provide that if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of our company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Our certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law.

We also expect our Charter will further provide that any repeal or modification of such article by our stockholders or an amendment to the DGCL will not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a director serving at the time of such repeal or modification.

We expect that our bylaws adopted by us prior to the consummation of this offering will provide that we will indemnify each of our directors and officers, certain employees, and agents, to the fullest extent permitted by the DGCL as the same may be amended (except that in the case of an amendment, only to the extent that the amendment permits us to provide broader indemnification rights than the DGCL permitted us to provide prior to such the amendment) against any and all expenses, judgments, penalties, fines, and amounts reasonably paid in settlement that are incurred by the director, officer or such employee or on the director’s, officer’s or employee’s behalf in connection with any threatened, pending or completed proceeding or any claim, issue or matter therein, to which he or she is or is threatened to be made a party because he or she is or was serving as a director, officer or employee of our company, or at our request as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. We expect the bylaws will further provide for the advancement of expenses to each of our directors and, in the discretion of the board of directors, to certain officers and employees.

In addition, we expect the bylaws will provide that the right of each of our directors and officers to indemnification and advancement of expenses shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any statute, provision of the certificate of incorporation or the bylaws, agreement, vote of stockholders or otherwise. Furthermore, our bylaws will authorizes us to provide insurance for our directors, officers, and employees, against any liability, whether or not we would have the power to indemnify such person against such liability under the DGCL or the bylaws.

We plan to enter into indemnification agreements with each of our current directors, officers and some employees before the completion of this offering. These agreements will provide for the indemnification of our directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were

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serving at our request as a director, officer, employee, agent or fiduciary of another entity. Under the indemnification agreements, indemnification will only be provided in situations where the indemnified parties acted in good faith and in a manner they reasonably believed to be in or not opposed to our best interest, and, with respect to any criminal action or proceeding, to situations where they had no reasonable cause to believe the conduct was unlawful. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

We also maintain a directors’ and officers’ insurance policy which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers, and persons who control us within the meaning of the Securities Act, against certain liabilities.

Item 15. Recent Sales of Unregistered Securities

During the past three years, we have made the following sales of unregistered securities:

Option and Option-Related Common Stock Issuances

Ÿ From June 30, 2010 until June 30, 2013, we sold an aggregate of 1,709,726 shares of common stock upon the exercise of options issued to certain of our directors, officers, employees and consultants under our 2003 Equity Incentive Plan at exercise prices per share ranging from $0.05 to $1.10, for an aggregate consideration of approximately $1,365,931.

Ÿ From June 30, 2010 until June 30, 2013, we granted stock options to purchase an aggregate of 979,708 shares of our common stock at an exercise price per share of $1.10 to certain of our directors, officers, employees, and consultants under our 2003 Equity Incentive Plan.

Ÿ From June 30, 2010 until June 30, 2013, we sold an aggregate of 476,527 shares of common stock upon the exercise of options issued to certain of our directors, officers, employees and consultants under our 2010 Equity Incentive Plan at exercise prices per share ranging from $1.40 to $4.48, for an aggregate consideration of approximately $913,975.

Ÿ From June 30, 2010 until June 30, 2013, we granted stock options to purchase an aggregate of 8,068,533 shares of our common stock at exercise prices per share ranging from $1.40 to $10.42 to certain of our directors, officers, employees, and consultants under our 2010 Equity Incentive Plan.

Preferred Stock Issuances

On October 13, 2010, we sold an aggregate of 3,030,871 shares of our Series C preferred stock to a total of nine accredited investors at a purchase price per share of $3.29938, for an aggregate purchase price of $9,999,995.21.

On August 12, 2011 and September 12, 2011, we sold an aggregate of 1,736,598 shares of our Series D preferred stock to a total of three accredited investors at a purchase price per share of $6.02551, for an aggregate purchase price of $10,463,888.61.

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On November 23, 2012, we sold an aggregate of 3,096,837 shares of our Series E preferred stock to a total of seven accredited investors at a purchase price per share of $9.687299, for an aggregate purchase price of $29,999,985.98.

Warrant Issuances

On March 27, 2012, we issued to Silicon Valley Bank a warrant exercisable for the purchase of 48,493 shares of our Series C preferred stock, based upon the amount advanced under the terms of our growth capital loan, with an exercise price of $3.29938 per share.

On June 22, 2012, we issued to TriplePoint Capital LLC (i) a warrant to purchase 49,788 shares of our Series D preferred stock and (ii) a warrant to purchase 29,043 shares of our Series D Preferred Stock and up to an additional 29,043 shares of our Series D Preferred Stock, with an exercise price of $6.02551 per share. Based on amounts we drew down under our equipment financing line of credit in August 2012, the second portion of the warrant referred to in (ii) became exercisable for 28,144 shares. These warrants will either be exercised or terminated, in each case immediately prior to the completion of this offering.

On June 27, 2013, we issued to TriplePoint Capital LLC a warrant to purchase 33,192 shares of our Series D preferred stock, with an exercise price of $6.02551 per share. These warrants will either be exercised or terminated, in each case immediately prior to the completion of this offering.

There were no underwritten offerings employed in connection with any of the transactions described above. The sales of each of the securities listed above were made without any general solicitation or advertising.

The issuances of such securities were exempt from registration under the Securities Act, pursuant to either Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering or Rule 701 of the Securities Act on the basis that the transactions were pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of securities in each transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. All recipients had access, through their relationship with our company, to information about us.

Item 16. Exhibits

(a) See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

(b) No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

Item 17. Undertakings

(1) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(2) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or

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otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(3) The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California on                     , 2013.

RINGCENTRAL, INC.
By:
	Name: Vladimir Shmunis
	Title: Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned directors and officers of RingCentral, Inc. (the “Company”), hereby severally constitute and appoint Vladimir Shmunis and John Marlow, and each of them individually, our true and lawful attorneys, with full power to them, and to each of them individually, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-1 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, in connection with the registration under the Securities Act, of equity securities of the Company, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on the date indicated:

Signature	Title	Date
Vladimir Shmunis	Chief Executive Officer, Chairman and Director	, 2013
Robert Lawson	Chief Financial Officer (principal financial officer and principal accounting officer)	, 2013
Joseph Kennedy	Director	, 2013
Douglas Leone	Director	, 2013
Robert Theis	Director	, 2013

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Signature	Title	Date
David Weiden	Director	, 2013
Neil Williams	Director	, 2013
Bobby Yerramilli-Rao	Director	, 2013

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EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1	Sixth Amended and Restated Articles of Incorporation of the Company, as currently in effect.
3.2*	Form of Certificate of Incorporation of the Company to be effective upon consummation of this offering.
3.3	Amended and Restated Bylaws of the Company, as currently in effect.
3.4	Amendment to Bylaws of the Company, as currently in effect.
3.5*	Form of Bylaws of the Company to be effective upon consummation of this offering.
4.1*	Form of Class A Common Stock Certificate.
4.2*	Form of Class B Common Stock Certificate.
4.3	Fourth Amended and Restated Investor Rights Agreement, dated November 23, 2012, by and among the Company and the investors listed on Exhibit A thereto.
5.1*	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1*+	2003 Equity Incentive Plan, as amended, and forms of stock option agreements thereunder.
10.2+	2010 Equity Incentive Plan, as amended, and forms of stock option agreements thereunder.
10.3*+	2013 Equity Incentive Plan and forms of stock option agreements thereunder.
10.4*+	Offer Letter by and between the Registrant and Robert Lawson, dated January 12, 2012.
10.5*+	Offer Letter by and between the Registrant and Kira Makagon, dated August 1, 2012.
10.6*+	Offer Letter by and between the Registrant and Praful Shah, dated March 31, 2008.
10.7*+	Offer Letter by and between the Registrant and John Marlow, dated April 1, 2008.
10.8*+	Offer Letter by and between the Registrant and David Berman, dated June 10, 2013.
10.9+	2012 Bonus Plan.
10.10*+	Form of Director and Executive Officer Indemnification Agreement.
10.11*	Office Lease, dated April 1, 2011, by and between the Company and 1400 Fashion Island LLC.
10.12*	First Amendment to Lease, dated August 28, 2011, by and between the Company and 1400 Fashion Island LLC.
10.13*	Second Amendment to Lease, dated November 1, 2012, by and between the Company and 1400 Fashion Island LLC.
10.14*	Amended and Restated Loan and Security Agreement, dated October 29, 2010, by and between the Company and Silicon Valley Bank.
10.15*	Consent, Waiver and Second Amendment to Amended and Restated Loan and Security Agreement, dated June 22, 2012, by and between the Company and Silicon Valley Bank.
10.16*	Plain English Growth Capital Loan and Security Agreement, dated June 22, 2012, by and between the Company and TriplePoint Capital LLC.
10.17*	Plain English Equipment Loan and Security Agreement, dated June 22, 2012, by and among the Company, RCLEC, Inc., a wholly-owned subsidiary of the Company, and TriplePoint Capital LLC.
14.1*	Code of Business Conduct and Ethics.

Exhibit Number	Description
21.1	List of subsidiaries of the Registrant.
23.1*	Consent of KPMG LLP, independent registered public accounting firm.
23.2*	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
24.1	Power of Attorney (included in signature page).

* To be filed by amendment.

+ Indicates a management or compensatory plan.

EX-3

Exhibit 3.1

SIXTH AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

RINGCENTRAL, INC.

a California corporation

The undersigned does hereby certify on behalf of RingCentral, Inc. (the “Corporation”), a corporation organized and existing under the California General Corporation Law (the “CGCL”), as follows:

FIRST: That the undersigned are the duly elected and acting Chief Executive Officer and Secretary of the Corporation;

SECOND: That in accordance with Sections 905, 907 and 910 of the CGCL, the Articles of Incorporation of the Corporation, as amended through the date of this filing, be and hereby are amended and restated in their entirety as set forth in Exhibit A, which is hereby incorporated by reference as if fully set forth herein (the “Restatement”);

THIRD: That the Restatement has been approved by the board of directors of the Corporation (the “Board”) in accordance with Sections 307 and 902 of the CGCL;

FOURTH: That the Restatement has been approved by the holders of the outstanding shares of the Corporation in accordance with Sections 152, 603, 902 and 903 of the CGCL;

FIFTH: That the total number of shares outstanding entitled to vote with respect to the Restatement was 22,478,687 shares of Common Stock, 16,847,263 shares of Series A Preferred Stock, 5,656,958 shares of Series B Preferred Stock, 3,030,871 shares of Series C Preferred Stock and 1,736,598 shares of Series D Preferred Stock.

SIXTH: That the affirmative vote of the holders of not less than (i) a majority of the outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, voting together, (ii) a majority of the outstanding shares of Common Stock, voting separately, and (iii) two-thirds of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, voting together, was required to approve the Restatement; and

SEVENTH: That the number of shares of each class voting in favor of the Restatement equaled or exceeded the vote required.

The undersigned hereby further declares and certifies under penalty of perjury under the laws of the State of California that the facts set forth herein are true and correct to his own knowledge, and that this certificate is the act and deed of the undersigned.

Executed in San Mateo, California, on November, 20 2012.

/s/ Vladimir Shmunis

Vladimir Shmunis,

Chief Executive Officer

The undersigned hereby further declares and certifies under penalty of perjury under the laws of the State of California that the facts set forth herein are true and correct to his own knowledge, and that this certificate is the act and deed of the undersigned.

Executed in San Mateo, California, on November, 20 2012.

/s/ John Marlow

John Marlow,

Secretary

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EXHIBIT A

ARTICLE I

The name of the Corporation is RingCentral, Inc.

ARTICLE II

The Corporation shall have a perpetual existence.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE IV

(A) Classes of Capital Stock

The Corporation is authorized to issue 97,293,704 shares of capital stock in the aggregate. The capital stock of the Corporation shall be divided into two classes, designated “Common Stock” and “Preferred Stock.” The number of shares of Common Stock that the Corporation is authorized to issue is 65,000,000. The number of shares of Preferred Stock that the Corporation is authorized to issue is 32,293,704, of which 16,847,263 shall be designated as Series A Preferred Stock (“Series A Preferred”), 5,728,457 shall be designated as Series B Preferred Stock (“Series B Preferred”), 3,288,871 shall be designated as Series C Preferred Stock (the “Series C Preferred”), 2,300,000 shall be designated as Series D Preferred Stock (the “Series D Preferred”) and 4,129,113 shall be designated as Series E Preferred Stock (the “Series E Preferred,” and collectively with the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred, the “Series Preferred”). The Common Stock and Preferred Stock shall each have no par value per share. The Corporation shall from time to time in accordance with the laws of the State of California increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit conversion of the Series Preferred in accordance with Section 3 of Division (B) below.

(B) Rights, Preferences, Privileges and Restrictions of Preferred Stock.

The relative rights, preferences, privileges and restrictions granted to or imposed upon the Series Preferred or the holders thereof are as follows:

1. Dividends.

(a) The holders of the Series E Preferred, Series D Preferred, Series C Preferred, Series B Preferred and Series A Preferred shall be entitled to receive dividends, on a pari passu basis, at the rate of six percent (6%) of the “Original Series E Issue Price,” “Original Series D Issue Price,” “Original Series C Issue Price,” “Original Series B Issue Price” and “Original Series A Issue Price,” respectively (each as defined below) per outstanding share (as adjusted for any stock dividends, combinations or splits with respect to such shares (“Appropriately Adjusted”)) per annum, payable out of funds legally available therefor. Such dividends shall be payable when, as, and if declared by the Board, acting in its sole discretion. The right to receive dividends shall not be cumulative, and no right shall accrue to holders of any shares by reason of the fact that dividends on such shares are not declared and paid in any prior year.

(b) So long as any shares of Series Preferred are outstanding, the Corporation shall not pay or declare any dividend, whether in cash or property, or make any other distribution on the Common Stock, or purchase, redeem or otherwise acquire for value any shares of Common Stock until all dividends as set forth in Section 1(a) above on the Series Preferred shall have been paid or declared an set apart, except for:

(i) acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of services to the Corporation;

(ii) acquisitions of Common Stock in exercise of the Corporation’s right of first refusal to repurchase such shares; or

(iii) distributions to holders of Common Stock in accordance with Sections 2 hereof.

(c) In the event dividends are paid on any share of Common Stock, the Corporation shall pay an additional dividend on all outstanding shares of Series Preferred in a per share amount equal (on an as-if-converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock.

(d) The provisions of Sections 1(b) and 1(c) shall not apply to a dividend payable solely in Common Stock to which the provisions of Section 3(e) hereof are applicable, or any repurchase of any outstanding securities of the Corporation that is approved by (i) the Board and (ii) the Series Preferred, voting as a separate class, as may be required by this Articles of Incorporation.

(e) The Corporation may make distributions pursuant to Section 500 of the California Corporations Code to holders of Common Stock without regard to the “preferential dividends arrears amount” or any “preferential rights amount,” as such terms may be defined in Section 500(b) of the California General Corporation Law in connection with repurchases of shares of Common Stock: (i) issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase and (ii) issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right.

(f) If at the time any shares of Series Preferred are converted into Common Stock there are any declared but unpaid dividends on such shares, then the Corporation at its option shall either pay the unpaid dividends or issue additional shares of Common Stock in the amount of the unpaid dividends at the applicable fair market value for such shares as then in effect.

2. Liquidation.

(a) In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series E Preferred shall be entitled to receive, on a pari passu basis and prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock, the amount of $0.722025 per share of Series A Preferred (as Appropriately

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Adjusted, the “Original Series A Issue Price”), the amount of $2.097913 per share of Series B Preferred (as Appropriately Adjusted, the “Original Series B Issue Price”), the amount of $3.29938 per share of Series C Preferred (as Appropriately Adjusted, the “Original Series C Issue Price”), the amount of $6.02551 per share of Series D Preferred (as Appropriately Adjusted, the “Original Series D Issue Price”), and the amount of $9.687299 per share of Series E Preferred (as Appropriately Adjusted, the “Original Series E Issue Price”), respectively, plus all declared but unpaid dividends on such shares (respectively, the “Series A Liquidation Preference,” “Series B Liquidation Preference,” “Series C Liquidation Preference,” “Series D Liquidation Preference” and “Series E Liquidation Preference,” and collectively, the “Series Preferred Liquidation Preference”). If the assets and funds available for distribution to the holders of the Series Preferred shall be insufficient to pay the Series Preferred Liquidation Preference in full, then the entire assets and funds of the Corporation legally available for distribution shall be distributed to the holders of the Series Preferred in proportion to the preferential amount each such holder would otherwise be entitled to receive.

(b) After payment in full of the Series Preferred Liquidation Preference to all holders of Series Preferred, all remaining assets of the Corporation legally available for distribution shall be distributed ratably only among the holders of the Common Stock in proportion to the number of shares of Common Stock held by them.

(c) For purposes of this Section 2, a liquidation, dissolution or winding up of the Corporation shall be deemed to include any of the following, whether in a single transaction or through a series of related transactions: (i) the Corporation’s sale of all or substantially all of its assets (an “Acquisition”), (ii) the acquisition of the Corporation by another entity (other than a reincorporation for the purpose of changing the Corporation’s domicile) by means of merger or other form of corporate reorganization in which the outstanding shares of the Corporation are exchanged for securities or other consideration issued by or on behalf of the acquiring entity as a result of which the shareholders of the Corporation immediately prior to such transaction hold less than a majority of the voting power of the surviving or resulting corporation (a “Merger”), and (iii) transfer to a person or group of affiliated persons (other than an underwriter of the Corporation’s securities), of the Corporation’s securities if, as a result of which the shareholders of the Corporation immediately prior to such transaction hold less than a majority of the voting power of the Corporation (a “Stock Sale”) (any such event, a “Deemed Liquidation”). For the sake of clarification, a bona fide equity financing transaction for capital raising purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or converted or a combination thereof and the Corporation is the surviving entity shall not be considered a Deemed Liquidation hereunder. Notwithstanding the foregoing, the holders of at least eighty-five percent (85%) of the outstanding Series Preferred may agree in writing that a transaction or a series of related transactions will not constitute a Deemed Liquidation for the purposes of this Section 2; provided, however, that if the proceeds payable to the holders of Series D Preferred on a per-share basis in connection with such transaction or series of related transactions would be less than the Series D Liquidation Preference then applicable to the Series D Preferred, then such waiver shall also require the vote or written consent of the holders of a majority of the Series D Preferred, voting or consenting, as the case may be, as a separate class; provided, further, that if the proceeds payable to the holders of Series E Preferred on a per-share basis in connection with such transaction or series of related transactions would be less than the Series E Liquidation Preference then applicable to the Series E Preferred, then such waiver shall also require the vote or written consent of the holders of seventy-five percent (75%) of the Series E Preferred, voting or consenting, as the case may be, as a separate class. Any such waiver will be binding upon each holder of Series Preferred and each of their successors and assigns.

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(d) Unless otherwise specified in a definitive agreement approved by the shareholders of the Corporation in accordance with the California General Corporation Law and the Corporation’s Articles of incorporation and bylaws as then in effect, the value of any securities to be delivered to the shareholders pursuant to this Section 2 shall be determined as follows:

(i) If listed on a national securities exchange or quoted on the NASDAQ Capital Market, then the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the closing of such transaction;

(ii) If the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market or SmallCap Market, but is traded on the OTC Bulletin Board^® (the “OTCBB”), then the average price of all of the mean prices between the closing bid and asked prices of the Corporation’s publicly traded stock as traded on the OTCBB during the thirty (30) day period ending three (3) days prior to the closing of such transaction; and

(iii) If there is no active public market, then the value shall be the fair market value thereof as determined in good faith by the Board.

3. Conversion.

(a) Right to Convert. Each share of Series Preferred shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (a) in the case of the Series A Preferred, the Original Series A Issue Price by the then effective “Series A Conversion Price” (as defined below) for the Series A Preferred (such result, the “Series A Conversion Rate”), (b) in the case of the Series B Preferred, the Original Series B Issue Price by the then effective “Series B Conversion Price” (as defined below) for the Series B Preferred (such result, the “Series B Conversion Rate”), (c) in the case of the Series C Preferred, the Original Series C Issue Price by the then effective “Series C Conversion Price” (as defined below) for the Series C Preferred (such result, the “Series C Conversion Rate”), (d) in the case of the Series D Preferred, the Original Series D Issue Price by the then effective “Series D Conversion Price” (as defined below) for the Series D Preferred (such result, the “Series D Conversion Rate”), and (e) in the case of the Series E Preferred, the Original Series E Issue Price by the then effective “Series E Conversion Price” (as defined below) for the Series E Preferred (such result, the “Series E Conversion Rate”). The initial “Series A Conversion Price” shall be equal to the Original Series A Issue Price. The initial “Series B Conversion Price” shall be equal to the Original Series B Issue Price. The initial “Series C Conversion Price” shall be equal to the Original Series C Issue Price. The initial “Series D Conversion Price” shall be equal to the Original Series D Issue Price. The initial “Series E Conversion Price” shall be equal to the Original Series E Issue Price. The Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion Price and Series E Conversion Price are each subject to adjustment as provided in Sections 3(d), (e) and (f) below.

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(b) Automatic Conversion of the Preferred Stock. Solely with respect to the Series A Preferred and Series B Preferred, each share of Series A Preferred and Series B Preferred shall be automatically converted into shares of Common Stock at the then effective Conversion Rate for such series (i) with the approval, by affirmative vote or written consent, of the holders of not less than eight-five percent (85%) of the then outstanding Series A Preferred and Series B Preferred voting together as a single class, or (ii) upon the effectiveness of a registration statement under the Securities Act of 1933, as amended, filed in connection with an underwritten initial public offering of Common Stock for the account of the Corporation at a public offering price with an aggregate offering price to the public that exceeds $20,000,000 (prior to deduction of underwriter commissions and offering expenses) (a “Qualified IPO”). Solely with respect to the Series C Preferred, each share of Series C Preferred shall be automatically converted into shares of Common Stock at the then effective Series C Conversion Rate (i) with the approval, by affirmative vote or written consent, of the holders of not less than a majority of the outstanding Series C Preferred, or (ii) upon the effectiveness of a registration statement under the Securities Act of 1933, as amended, filed in connection with a firmly underwritten public offering of Common Stock for the account of the Corporation with an aggregate offering price to the public that exceeds $20,000,000 (prior to deduction of underwriter commissions and offering expenses) and at an offering price per share of at least 1.75 times the Original Series C Issue Price. Solely with respect to the Series D Preferred, each share of Series D Preferred shall be automatically converted into shares of Common Stock at the then effective Series D Conversion Rate (i) with the approval, by affirmative vote or written consent, of the holders of not less than a majority of the then outstanding Series D Preferred, or (ii) upon the effectiveness of a registration statement under the Securities Act of 1933, as amended, filed in connection with a firmly underwritten public offering of Common Stock for the account of the Corporation at an offering price per share not less than the Original Series D Issue Price. Solely with respect to the Series E Preferred, each share of Series E Preferred shall be automatically converted into shares of Common Stock at the then effective Series E Conversion Rate (i) with the approval, by affirmative vote or written consent, of the holders of not less than seventy-five percent (75%) of the then outstanding Series E Preferred, or (ii) upon the effectiveness of a registration statement under the Securities Act of 1933, as amended, filed in connection with a Qualified IPO at an offering price per share of not less than the Original Series D Issue Price.

(c) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then effective fair value of one share of Common Stock. Conversion of shares of Series Preferred at the option of the holder thereof shall be effected by delivery to the office of the Corporation or to any transfer agent for such shares of duly endorsed certificates for the shares being converted and of written notice to the Corporation that the holder elects to convert such shares. Conversion shall be deemed to occur immediately prior to the close of business on the date the shares and notice is delivered. Automatic conversion of the Series Preferred pursuant to Section 3(b) shall be effective without any further action on the part of the holders of such shares and shall be effective whether or not the certificates for such shares are surrendered to the Corporation or its transfer agent. Holders entitled to receive Common Stock upon conversion of Series Preferred shall be treated for all purposes as the record holders of such shares of Common Stock on the date conversion is deemed to occur. The Corporation shall not be obligated to issue certificates evidencing shares of Common Stock issuable upon conversion of Series Preferred unless either (i) the certificates evidencing such shares being converted are delivered to the Corporation or its transfer agent as provided above, or (ii) the holder (A) notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and (B) executes an agreement, and at the Corporation’s election provides a surety bond or other security, satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after the delivery of such certificates, or the agreement to indemnify in the case of a lost certificate, issue and deliver to the holder of the shares of Series Preferred being converted, a certificate or certificates for the number of shares of Common Stock to which the holder is entitled and a check payable to the holder for any cash due with respect to fractional shares.

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(d) Adjustments of Conversion Price for Certain Diluting Issuances, Splits and Combinations. The Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion Price and Series E Conversion Price designated shall be subject to adjustment from time to time as follows:

(i) Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock below the Conversion Price. If, following the Original Issue Date of any shares of Series E Preferred, the Corporation issues Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3(d)(i)(D)) without consideration or for a consideration per share less than the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price or the Series E Conversion Price in effect immediately prior to such issuance, then and in such event, the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, the Series D Conversion Price and/or the Series E Conversion Price, as the case may be, shall be reduced, concurrently with such issue, to a price (calculated to the nearest hundredth of a cent) as set forth herein, unless otherwise provided in this Section 3.

(A) Adjustment Formula. Whenever the Conversion Price for a series of Series Preferred is adjusted pursuant to this Section 3(d)(i), the new Conversion Price for such series of Series Preferred shall be determined by multiplying the Conversion Price for such series of Series Preferred in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (the “Common Stock Outstanding”) plus the number of shares of Common Stock which the aggregate consideration received or deemed received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price for the applicable series of Series Preferred in effect immediately prior to such issue, and the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued. For the purpose of this paragraph, the number of shares of Common Stock Outstanding shall be the sum of (i) all Common Stock issued and outstanding, (ii) any Common Stock issuable upon conversion of issued and outstanding Series Preferred on the day immediately preceding the given date, and (iii) outstanding shares of Common Stock issuable upon exercise or conversion of all outstanding Convertible Securities and Options on the day immediately preceding the given date, whether vested or unvested and whether or not immediately exercisable (assuming conversion of Convertible Securities issuable upon exercise of Options therefor).

(B) Special Definitions. For purposes of this Section 3, the following definitions shall apply:

(1) “Options” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(2) “Original Issue Date” shall mean the date on which the first share of Series E Preferred was issued by the Corporation.

(3) “Convertible Securities” shall mean instruments of indebtedness or securities, convertible into or exchangeable for Common Stock including without limitation, the Series Preferred.

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(4) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or deemed to be issued pursuant to Section 3(d)(i)(D) below) by the Corporation after the Original Issue Date, other than as follows:

(I) upon conversion of shares of the Series Preferred;

(II) capital stock, or Options to purchase capital stock issued to officers, directors, employees of and service providers to the Corporation pursuant to plans or arrangements unanimously approved by the Board;

(III) as a dividend or other distribution on the Series Preferred, or any other event for which adjustment is made pursuant to Section 3(e), (f) or (g);

(IV) upon the exercise or conversion of Options or Convertible Securities that were outstanding prior to the Original Issue Date;

(V) capital stock, or Options to purchase capital stock, issued to financial institutions, lenders or lessors in connection with bona fide commercial credit arrangements, equipment financings, commercial property leases, or similar transactions, the terms of which have been unanimously approved by the Board;

(VI) capital stock or Options to purchase capital stock issued in connection with bona fide acquisitions, mergers, strategic partnership transactions or similar transactions entered into primarily for non-equity financing purposes, the terms of which have been unanimously approved by the Board;

(VII) shares of capital stock issued or issuable in a Qualified IPO, provided, however, that, solely for the purposes of calculating the Series E Conversion Price, if the price per share of capital stock sold in a Qualified IPO is less than the Series E Original Issue Price, as adjusted, then such shares of capital stock issued or issuable in a Qualified IPO shall be deemed Additional Shares of Common Stock for the purposes of Section 3(d);

(VIII) Common Stock issued or deemed issued pursuant to Section 3(d)(i)(D) as a result of a decrease in the Conversion Price of any series of Series Preferred resulting from the operation of this Section 3(d);

(X) any shares of capital stock that are deemed not to be Additional Shares of Common Stock upon the approval of at least eighty-five percent (85%) of the Series Preferred; and

(XI) by way of dividend or other distributions on securities pursuant to subsections (I) through (X) above.

(C) No Adjustment of Conversion Price. No adjustment in the Conversion Price of any series of Series Preferred shall be made in respect of the issuance of Additional Shares of Common Stock unless the consideration per share for an Additional Share of Common Stock issued or deemed to be issued by the Corporation is less than the Conversion Price of such series of Series Preferred in effect immediately prior to such issuance.

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(D) Deemed Issue of Additional Shares of Common Stock. If the Corporation at any time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of any holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options for Convertible Securities, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuance or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(1) no further adjustment to the Conversion Price of any Series Preferred shall be made upon the subsequent issue of Convertible Securities, or shares of Common Stock issued upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Corporation, or increase or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, then the Conversion Price of each series of Series Preferred computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(3) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities that have not been exercised, the Conversion Price of each series of Series Preferred computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

(I) in the case of Convertible Securities or Options for Common Stock, the only additional shares of Common Stock issued were shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities, and the consideration received therefor was the consideration actually received by the Corporation for the issuance of all such Options, whether or not exercised, plus the consideration actually received by the Corporation upon such exercise, or for the issuance of all such Convertible Securities that were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange, and

(II) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options and the consideration received by the Corporation for the Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Corporation for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Corporation upon the issuance of the Convertible Securities with respect to which such Options were actually exercised;

(4) no readjustment pursuant to this Section 3(d)(i)(D) shall have the effect of increasing the Conversion Price of any series of Series Preferred to an amount which exceeds the lesser of (x) the Conversion Price of such series of Series Preferred on the original adjustment date, or (y) the Conversion Price for such series of Series Preferred that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date, and no readjustment shall affect Common Stock issued on conversion of any Series Preferred prior to such readjustment; and

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(5) in the case of any Options that expire by their terms not more than ninety (90) days after the date of issue thereof, no adjustment of the Conversion Price of any series of Series Preferred shall be made until the expiration or exercise of all such Options.

(E) Determination of Consideration. For purposes of this Section 3(d), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(1) Cash and Property. Such consideration shall:

(I) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation prior to amounts paid or payable for accrued interest and prior to any commissions or expenses paid by the Corporation;

(II) insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board; and

(III) if Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received for the Additional Shares of Common Stock, computed as provided in subsections (I) and (II) above, as determined in good faith by the Board.

(2) Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section 3(d)(i)(D) in respect of Options and Convertible Securities shall be determined by dividing:

(I) the total amount, if any, received or receivable by the Corporation as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Option or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(II) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(e) Adjustments for Stock Dividends, Combinations or Splits. If the outstanding shares of Common Stock are subdivided, by stock split or otherwise, into a greater number of shares of Common Stock, or if the Corporation shall declare or pay any dividend on the Common Stock payable in shares of Common Stock, then the Conversion Price for each series of Series Preferred in effect prior to such event shall be proportionately decreased upon the occurrence of such event. If the outstanding shares of Common Stock are combined or consolidated, by reclassification, reverse stock split or otherwise, into a lesser number of shares of Common Stock, then the Conversion Price for each series of Series Preferred in effect prior to such event shall be proportionately increased upon the occurrence of such event.

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(f) Adjustments for Other Distributions. If the Corporation fixes a record date for the determination of holders of Common Stock entitled to receive any distribution payable in securities of the Corporation other than shares of Common Stock (excluding any distribution in which any series of Series Preferred participates on an as-converted basis, and any distribution for which adjustment is otherwise made pursuant to this Section 3), then in each such case provision shall be made so that the holders of Series Preferred receive upon conversion, in addition to the Common Stock issuable upon conversion of their shares, the property or other securities of the Corporation that they would otherwise have received had their shares of Series Preferred been converted into Common Stock immediately prior to such event and had they thereafter retained such securities, subject to all other adjustments called for during such period under this Section 3.

(g) Adjustments for Reclassification, Exchange and Substitution. If the Common Stock is changed into the same or a different number of shares of any other class or series of stock, whether by capital reorganization, reclassification or otherwise (other than a Deemed Liquidation under Section 2, and events for which adjustment is made pursuant to Sections 3(e) or 3(f) above), the Conversion Price of each series of Series Preferred then in effect shall, concurrently with the effectiveness of such reorganization, reclassification or change, be adjusted such that the Series Preferred shall be convertible into, in lieu of the Common Stock which the holders thereof would otherwise have been entitled to receive, a number of shares of such other class or series of capital stock equivalent to the number of shares of such other class or series of capital stock that such holders would have been entitled to receive in such reclassification, capital reorganization or change for the number of shares of Common Stock that the holders would have been entitled to receive upon conversion of their Series Preferred immediately prior to such reclassification, capital reorganization or change.

(h) No Impairment. The Corporation will not, without first obtaining the consent of the holders of at least eight-five percent (85%) of the outstanding shares of Series Preferred, voting as a single class, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Section 3 by the Corporation, and in addition, the Corporation will not, without first obtaining the consent of at least seventy-five percent (75%) of the then outstanding shares of Series E Preferred, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under the last sentence of Section 3(b) or Section 3(d)(i)(B)(4)(VII) by the Corporation in relation to the Series E Preferred shares.

(i) Certificate as to Adjustments. The Corporation, at its expense, shall promptly compute any Conversion Price adjustments for each series of Series Preferred and provide each holder of Series Preferred with a written certificate describing such adjustment and showing in detail the facts upon which such adjustment is based. If requested in writing by any holder of Series Preferred no more than one time per year, the Corporation shall provide such holder a certificate describing any Conversion Price adjustments for any series of Series Preferred, the current Conversion Price of each series of Series Preferred and the amount of Common Stock or other property issuable upon conversion of the shares of each series of Series Preferred held by such holder.

(j) Notices of Record Date. If the Corporation shall propose at any time:

(A) to declare any dividend or distribution upon its Common Stock other than a distribution payable solely in Common Stock;

(B) to effect any reclassification or recapitalization of its Common Stock; or

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(C) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up;

Then, in connection with each such event, the Corporation shall send to the holders of each series of Series Preferred:

(1) at least twenty (20) days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (C) and (D) above; and

(2) in the case of the matters referred to in (C) and (D) above, at least twenty (20) days’ prior written notice of the anticipated date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of Series Preferred at the addresses for such shareholders as shown on the books of the Corporation.

(k) Reservation of Stock Issuable Upon Conversion. This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of each series of Series Preferred, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of each series of Series Preferred, in addition to such other remedies as shall be available to the holder of such Series Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to this Sixth Amended and Restated Articles of Incorporation.

4. Voting

(a) General. Except as expressly provided by this Articles of Incorporation or as required by law, the holders of each series of Series Preferred shall have the same voting rights as the holders of the Common Stock and shall be entitled to notice of any shareholders’ meeting in accordance with the bylaws of the Corporation, and the holders of Common Stock and Preferred Stock shall vote together as a single class on all matters. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held, and each holder of each series of Series Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Preferred could then be converted. Fractional votes shall not be permitted. Any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series Preferred held by each holder could be converted) shall be rounded to the nearest whole number of votes (with one-half being rounded upward).

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(b) Election of Directors.

(i) The authorized number of directors comprising the Corporation’s Board shall be exactly seven (7). Until the date upon which all of the Series Preferred is automatically converted in accordance with Section 3(b) above: (A) the holders of the Series Preferred, voting as a separate class on an as-converted basis, shall be entitled to elect three (3) members of the Board (each a “Preferred Director” and collectively, the “Preferred Directors”), and (B) the holders of the Common Stock, voting as a separate class, shall be entitled to elect the remaining four (4) members of the Board (each a “Common Director” and collectively, the “Common Directors”). At all times following the first date that the total number of shares of Series Preferred issued by the Corporation convert, for any reason, to Common Stock, the holders of Common Stock shall be entitled to elect all of the members of the Board.

(ii) In elections of directors when cumulative voting is in effect, each shareholder shall be entitled to as many votes as shall equal the number of votes which such shareholder would be entitled to cast for the election of directors with respect to such shareholder’s shares of stock multiplied by the number of directors to be elected, and the shareholder may cast all of such votes for a single director or may distribute them among the number of directors to be voted for as such shareholder may see fit, so long as the name of the candidate for director shall have been placed in nomination prior to the voting and the shareholder, or any other shareholder of the same class or series of stock, has given notice at the meeting prior to the voting of the intention to cumulate votes. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

(iii) Subject to Corporations Code section 305, in the case of any vacancy (other than a vacancy caused by removal) in the office of a director occurring among the directors elected by the holders of a class or series of stock pursuant to this Section 4(b), the remaining directors may by affirmative vote of a majority thereof (or the remaining director so elected if there be but one, or if there are no such directors remaining, by the affirmative vote of the holders of a majority of the shares of that class or series), elect a successor or successors to hold office for the unexpired term of the director or directors whose place or places shall be vacant. Any director who shall have been elected by the holders of a class or series of stock or by any directors so elected as provided in the immediately preceding sentence hereof may be removed during the aforesaid term of office, either with or without cause, by the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such shareholders duly called for that purpose or pursuant to a written consent of shareholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to unanimous written consent; provided, however, unless the entire Board is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be insufficient to elect that director if voted cumulatively at an election where the same total number of votes were cast (or if such action is taken by written consent, all shares entitled to consent were consented) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

5. Protective Provisions

(a) This Corporation shall not, without the approval of the holders of at least two-thirds of the then outstanding shares of Preferred Stock, voting together as a single class on an as converted basis, take any action (by amendment, merger, consolidation or otherwise) that:

(i) authorizes or issues, or obligates the Corporation to sell or issue, (by reclassification or otherwise) any securities having rights, preferences or privileges senior to or on a parity with any series of Series Preferred;

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(ii) increases or decreases the number of authorized shares of Common Stock, Preferred Stock or any series of Series Preferred;

(iii) effects, authorizes or has the Corporation entering into any agreement by the Corporation or its shareholders regarding a Deemed Liquidation;

(iv) changes the number of members comprising the Board from seven (7);

(v) appoints a new chief executive officer;

(vi) unless unanimously approved by the Corporation’s Board, alters in any way the compensation, including cash or equity, of any founder or executive officer of the Corporation or trusts or entities under their control or affiliated with such founder or executive;

(vii) unless unanimously approved by the Corporation’s Board, enter into any agreement with any founder or executive officer or the family members or trusts or entities under their control; or

(viii) unless unanimously approved by the Corporation’s Board, makes any annual expenditure(s) or capital commitment(s) in excess of one million dollars ($1,000,000) that is not reflected in the Corporation’s annual operating plan approved by the holders of at least eighty five percent (85%) of the then outstanding shares of Series Preferred.

(b) This Corporation shall not, without the approval of the holders of at least two-thirds of the then outstanding shares of Series A Preferred, voting as a single class on an as converted basis, at least two-thirds of the then outstanding shares of Series B Preferred, voting as a single class on an as converted basis, at least a majority of the then outstanding shares of Series C Preferred, voting as a single class on an as converted basis, at least a majority of the then outstanding shares of Series D Preferred, voting as a single class on an as converted basis, and at least seventy-five percent (75%) of the then outstanding shares of Series E Preferred, voting as a single class and on an as converted basis, take any action (by amendment, merger, consolidation or otherwise) that:

(i) authorizes or obligates the Corporation, to pay any dividend or make any other distribution in respect any class or series of the Corporation’s capital stock (other than dividends required pursuant to section 1 hereof for which adjustment is made pursuant to Section 3(e));

(ii) redeems or repurchases shares (excluding repurchases of Common Stock at cost upon termination of an officer, employee, director or service provider or pursuant to a contractual right of first refusal);

(iii) increases the number of authorized shares of Series C Preferred, Series D Preferred or Series E Preferred;

(iv) alters or changes the rights, preferences or privileges of any series of Series Preferred so as to adversely affect such series of Series Preferred in a different manner than any other series of Series Preferred;

(v) any action that reclassifies any outstanding shares of any series of Series Preferred; or

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(vi) amends the Corporation’s Articles of Incorporation or Bylaws so as to adversely affect any series of Series Preferred in a different manner than any other series of Series Preferred.

(c) This Corporation shall not, without the approval of the holders of at least a majority of the then outstanding shares of Series D Preferred, voting as a single class on an as converted basis, take any action (by amendment, merger, consolidation or otherwise) that:

(i) would result in or permit the automatic conversion of shares of Series D Preferred other than in connection with the effectiveness of a registration statement under the Securities Act of 1933, as amended, filed in connection with a firmly underwritten public offering of Common Stock for the account of the Corporation at an offering price per share not less than the Original Series D Issue Price;

(ii) would result in the reduction or waiver of the Series D Liquidation Preference; or

(iii) increases or makes more senior, as compared to the Series D Liquidation Preference, the Series A Liquidation Preference, Series B Liquidation Preference or Series C Liquidation Preference.

(d) This Corporation shall not, without the approval of the holders of at least seventy-five percent (75%) of the then outstanding shares of Series E Preferred, voting as a single class on an as converted basis, take any action (by amendment, merger, consolidation or otherwise) that:

(i) would result in or permit the automatic conversion of shares of Series E Preferred other than in connection with the effectiveness of a registration statement under the Securities Act of 1933, as amended, filed in connection with a Qualified IPO;

(ii) would result in the reduction or waiver of the Series E Liquidation Preference; or

(iii) increases or makes more senior, as compared to the Series E Liquidation Preference, the Series A Liquidation Preference, Series B Liquidation Preference, Series C Liquidation Preference or Series D Liquidation Preference.

6. Status of Converted Shares

In the event any shares of Series Preferred shall be converted pursuant to Section 3 hereof, the shares so converted shall be canceled and shall not be issuable by the Corporation.

(C) Rights, Preferences, Privileges and Restrictions of Common Stock

The relative rights, preferences, privileges and restrictions granted to or imposed upon the Common Stock or the holders thereof are as follows:

1. Dividends. Subject to the prior rights of the Series Preferred, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board.

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2. Liquidation. Upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be distributed to the holders of Common Stock as provided in Section 2(b) of Division (B) above.

3. Redemption. The Common Stock is not redeemable other than pursuant to a mutual agreement between the Corporation and one or more shareholders that provides for repurchases by the Corporation in connection with the termination of such shareholder’s services to the Corporation.

4. Voting. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any shareholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

ARTICLE V

(A) The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

(B) The Corporation is authorized to indemnify its agents to the fullest extent permitted under California law.

(C) Any amendment or repeal or modification of the foregoing provisions of this Article V by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VI

Subject to Section 5 of Division (B) of Article IV and as otherwise required by California law, the Board of the Corporation is expressly authorized to make, alter or repeal bylaws of the Corporation, but the shareholders may make additional bylaws and may alter or repeal any bylaw whether adopted by them or otherwise.

ARTICLE VII

Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Corporation, or unless a shareholder demands election by ballot at the meeting before the voting begins.

ARTICLE VIII

Meetings of shareholders may be held within or without the State of California, as the bylaws may provide. The books of the Corporation may be kept (subject to any statutory provision) outside the State of California at such place or places as may be designated from time to time by the Board in the bylaws of the Corporation.

ARTICLE IX

To the fullest extent permitted under law, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, or in being informed about, an Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any affiliate, partner, member, director, stockholder, employee, agent

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or other related person of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

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EX-3

Exhibit 3.3

AMENDED AND RESTATED BYLAWS

OF

RINGCENTRAL, INC.

A CALIFORNIA CORPORATION

ARTICLE 1: OFFICES

1. PRINCIPAL OFFICE. The Corporation’s principal office shall be located at 1450 Fashion Island Blvd., Suite 680, San Mateo, CA 94404. The Board of Directors may from time to time change the location of the Corporation’s principal office and may fix the location of said office at any place within or outside the State of California. If the principal executive office is located outside this state, and the Corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of California.

2. OTHER OFFICES. Branch or subordinate offices may be established at any time and at any place by the Board of Directors.

ARTICLE 2: SHAREHOLDERS

1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place within or outside of California, designated by the Board of Directors and stated in the notice of the meeting. If no place is so specified, shareholders’ meetings shall be held at the Corporation’s principal executive office.

2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on the first Thursday in April of each year at the Corporation’s principal office, or at such other time and place as the Board of Directors may specify, subject to a shareholder’s right to obtain a court ordered meeting date pursuant to Section 600 of the California Corporations Code (the “Code”). At this meeting, Directors shall be elected, and any other proper business within the power of the shareholders may be transacted.

3. SPECIAL MEETINGS; HOW CALLED. A special meeting of the shareholders may be called at any time by any of the following: the Board of Directors, the Chairman of the Board, the President, or one or more shareholders holding shares that in the aggregate are entitled to cast no less than ten percent (10%) of the votes at that meeting. For special meetings called by anyone other than the Board of Directors, the person or persons calling the meeting shall make a request in writing to the Chairman of the Board, the President, or Secretary, specifying a time and date for the proposed meeting (which is not less than thirty-five (35) nor more than sixty (60) days after

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receipt of the request) and the general nature of the business to be transacted. Within twenty (20) days after receipt, the officer receiving the request shall cause notice to be given to the shareholders entitled to vote at the meeting. The notice shall state that a meeting will be held at the time requested by the person(s) calling the meeting, and shall state the general nature of the business proposed to be transacted. If notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this paragraph shall limit, fix, or affect the time or notice requirements for shareholder meetings called by the Board of Directors.

4. NOTICE OF MEETINGS; TIME AND CONTENTS. Notice of meetings of shareholders shall be sent or otherwise given not less than ten (10) nor more than sixty (60) days before the meeting date. The notice shall specify the place, date, and hour of the meeting. It shall also state (a) for special meetings, the general nature of the proposed business, or (b) for annual meetings, those matters which the Board of Directors at the time of giving the notice intends to present for action by the shareholders. If Directors are to be elected, the notice shall include the names of all nominees and persons whom the Board intends to present for election, as of the date of the notice. The notice shall also state the general nature of any proposed action at the meeting to approve:

a. A transaction in which a Director has a financial interest, within the meaning of Section 310 of the Code;

b. An amendment of the Articles of Incorporation under Section 902 of that Code;

c. A reorganization under Section 1201 of that Code;

d. A voluntary dissolution of the Corporation under Section 1900 of that Code; or

e. A distribution in dissolution that requires approval of the outstanding shares under Section 2007 of that Code.

The manner of giving notice and the determination of shareholders entitled to receive notice shall be in accordance with these Bylaws.

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5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any shareholders’ meeting shall be given either (a) personally, or (b) by first-class mail or by telegraphic, facsimile or other written communication, charges prepaid, addressed to the shareholder at the address appearing on the Corporation’s books or supplied by the shareholder for purposes of notice. If the Corporation has no such address for a shareholder, notice shall be either (a) sent by first-class mail addressed to the shareholder at the Corporation’s principal executive office, or (b) published at least once in a newspaper of general circulation in the county where the Corporation’s principal executive office is located. Notice is deemed to have been given at the time it was delivered personally, deposited in the mail, or sent by other means of written communication.

If any notice or report mailed to a shareholder at the shareholder’s address (as specified in the preceding paragraph) is returned marked “unable to deliver” at that address, subsequent notices or reports shall be deemed to have been duly given without further mailing if the Corporation holds the document available for the shareholder on written demand at its principal executive office for one (1) year from the date on which the notice or report was sent to the other shareholders.

An affidavit, certificate, or declaration of mailing (or other authorized means of delivery) of any notice of shareholders’ meeting, report, or other document sent to shareholders shall be executed by the Corporate Secretary, assistant secretary, or transfer agent, and filed in the Corporation’s minute book.

6. ADJOURNED MEETINGS; NOTICE. Shareholders’ meetings (either annual or special) may be adjourned from time to time by a vote of the majority of the shareholders represented at that meeting in person or by proxy, whether or not a quorum is present; however, in the absence of a quorum, no other business may be transacted, except as specifically authorized in these Bylaws.

If a meeting is adjourned to another time or place, new notice is not required if the new time and place were announced at the original meeting, unless (a) the Board sets a new record date for this purpose, or (b) the adjournment is for more than forty-five (45) days from the original meeting date, in which case the Board must set a new record date. If a new record date is set, new notice shall be given to the shareholders of record as of that date, in the same manner as other notices of meetings. At an adjourned meeting, the Corporation may transact any business that would be proper at the original meeting.

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7. WAIVER OF NOTICE OR CONSENT BY ABSENTEES. The transactions of any shareholders’ meeting, either annual or special, however called and noticed and wherever held, shall be as valid as though they were had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if each person entitled to vote but not present at the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. Shareholders’ signatures may be obtained either before or after the meeting. The waiver of notice or consent need not specify either the intended business or the purpose of the meeting, except that if action is taken or proposed to be taken regarding any of the matters specified in Section 601(f) of the Code (and listed above in Article 2, Section 4), the general nature of the action or proposed action must be stated in the waiver of notice or consent. All written waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Notice is also waived by a shareholder’s attendance at the meeting, unless the shareholder at the beginning of the meeting objects to the transaction of any business on the ground that the meeting was not lawfully called or convened. Attendance and failure to object to the validity of the meeting, however, does not constitute a waiver of any right to object expressly, at a meeting, to consideration of matters required by law to be included in the notice of the meeting which were not so included.

8. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action that could be taken at an annual or special meeting of shareholders, except for the election of Directors (see following paragraph), may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having at least the minimum number of votes necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voting.

Directors may be elected without a meeting only by the unanimous written consent of all shares entitled to vote for the election of Directors, except that vacancies the Board is entitled to fill (vacancies other than those caused by removal of a Director), may be filled by the written consent of a majority of the outstanding shares entitled to vote.

All written consents shall be filed with the Secretary of the Corporation and maintained in the corporate records. Anyone who has given a written consent may revoke it by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

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Unless the consents of all shareholders entitled to vote have been solicited in writing, the Secretary shall give prompt notice of any corporate action approved by the shareholders without a meeting by less than unanimous consent, to those shareholders entitled to vote who have not consented in writing. As to approvals required by Code Section 310 (transactions in which a Director has a financial interest), Section 317 (indemnification of corporate agents), Section 1201 (corporate reorganization), or Section 2007 (certain distributions on dissolution), notice of the approval shall be given at least ten (10) days before the consummation of any action authorized by the approval. Notice shall be given in the manner specified in these Bylaws for notice of shareholders’ meetings.

9. RECORD DATE FOR SHAREHOLDER NOTICE AND VOTING.

a. For purposes of determining the shareholders entitled to receive notice of, and vote at, a shareholders’ meeting, or give written consent to corporate action without a meeting, the Board may fix in advance a record date that is not more than sixty (60) days nor less than ten (10) days before the date of any such meeting, or not more than sixty (60) days before any such action without a meeting.

b. If no record date has been fixed:

i. The record date for determining shareholders entitled to receive notice of and vote at a shareholders’ meeting shall be the business day next preceding the day on which notice is given, or if notice is waived as provided in these Bylaws, the business day next preceding the day on which the meeting is held;

ii. The record date for determining shareholders entitled to give written consent to corporate action without a meeting shall be the day on which the action to be approved was taken by the Board, or, if the Board has not yet acted, the day on which the first written consent is given; and

iii. The record date for any other purpose shall be as set forth in the section of these Bylaws regarding record date for purposes other than notice and voting.

c. A determination of shareholders of record entitled to receive notice of and vote at a shareholders’ meeting shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. However, the Board shall fix a new record date if the adjournment is to a date more than forty-five (45) days after the date set for the original meeting.

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d. Except as otherwise required by law, only shareholders of record on the Corporation’s books at the close of business on the record date shall be entitled to any of the notice and voting rights listed in this Article 2, Section 9.a, notwithstanding any transfer of shares on the Corporation’s books after the record date.

10. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum was initially present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum; however, any action taken (other than adjournment) must be approved by at least a majority of the shares required to constitute a quorum.

11. VOTING. The Corporation shall determine the shareholders entitled to vote at any shareholders’ meeting in accordance with Bylaw provisions for record date, subject to Sections 702 through 704 of the Code (concerning the voting of shares held by a fiduciary, a corporation, or joint owners). Except as otherwise provided by law or as otherwise provided in the Articles of Incorporation, each outstanding share shall be entitled to one (1) vote on each matter submitted to a vote of the shareholders.

The shareholders may vote by voice vote or by ballot, except that if any shareholder so demands before the voting begins, any election for Directors must be by ballot. On any matter other than the election of Directors, a shareholder may vote part of his or her shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal. If a shareholder does not specify the number of shares being voted, it will be conclusively presumed that the shareholder’s vote covers all shares which that shareholder is entitled to vote.

If a quorum is present (or if a quorum had been present earlier at the meeting but some shareholders have withdrawn), the affirmative vote of a majority of the shares represented and voting, provided such affirmative vote also constitutes a majority of the number of shares required for a quorum, shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by statute or by the Articles of Incorporation.

12. CUMULATIVE VOTING. Cumulative voting for the election of Directors is permitted if one or more shareholders present at the meeting give notice, before the voting begins, of their intention to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which that shareholder

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would normally be entitled to cast). If any shareholder has given such notice, and if the candidates’ names have been placed in nomination, then all shareholders entitled to vote may cumulate their votes, giving any nominated candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which that shareholder’s shares are normally entitled, or distributing the cumulative number of votes among any or all of the candidates. The elected Directors shall be those candidates (up to the number of directorships open for election) receiving the most votes.

13. PROXIES. Every person entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one (1) or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact.

A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (a) it is revoked by the person who executed the proxy, either by a writing delivered to the Corporation before the proxy has been voted, or by attendance at the meeting; or (b) the Corporation receives written notice of the shareholder’s death or incapacity before the vote pursuant to that proxy has been counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless the proxy itself provides otherwise.

Proxies stating on their face that they are irrevocable shall be governed by Sections 705(e) and 705(f) of the Code.

14. VOTING TRUSTS. If any shareholders file a voting trust agreement with the Corporation, the Corporation shall take notice of its terms and trustee limitations.

15. ELECTION INSPECTORS. Before any shareholders’ meeting, the Board of Directors may appoint any persons other than nominees for office to act as election inspectors. If no election inspectors have been so appointed, the Chairman of the meeting may, and on the request of any shareholder or shareholder’s proxy shall, appoint election inspectors at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at the meeting on the request of one (1) or more shareholders or their proxies, the holders of a majority of shares or their proxies

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present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and on the request of any shareholder or shareholder’s proxy shall, appoint a person to fill that vacancy. These inspectors shall (a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots, or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE 3: DIRECTORS

1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to actions requiring approval by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:

a. Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service.

b. Change the principal executive office or the principal business office in the State of California, from one location to another; qualify the Corporation to do business in any other state, territory, dependency, or country; conduct business within or outside the State of California; and designate any place within or outside the State of California, for the holding of any shareholders’ meeting.

c. Adopt, make and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

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d. Authorize the issuance of shares of corporate stock on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.

e. Borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

2. NUMBER OF DIRECTORS AND QUALIFICATION OF DIRECTORS. The current authorized number of directors is five (5) directors.

3. CHANGE TO NUMBER OF DIRECTORS. The number above specified (or range, if one is specified) shall remain the same, until changed by a Bylaw amending Section 2 duly adopted by approval of a majority of the outstanding shares; provided, however, that no amendment which reduces the minimum number or the fixed number of Directors to a number less than five (5) shall be adopted if the votes cast against its adoption at a meeting, or shares not consenting in the case of action by written consent, are equal to more than 16 2/3% of the outstanding shares entitled to vote.

4. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at each annual shareholders’ meeting, to hold office until the next annual meeting. Election of Directors by written consent without a meeting requires the unanimous written consent of the outstanding shares entitled to vote. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

No reduction of the authorized number of Directors shall have the effect of removing any Director before his or her term of office expires.

5. VACANCIES. A vacancy in the Board of Directors shall be deemed to exist if (a) a Director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in Section 303 or Section 304 of the Code; (b) the Board of Directors declares vacant the office of a Director who has been convicted of a felony or declared of unsound mind by an order of court; (c) the authorized number of Directors is increased; or (d) at a shareholders’ meeting the shareholders fail to elect the full authorized number of Directors. Vacancies (except for those caused by a Director’s removal) may be filled by a majority of the remaining Directors, whether or not they constitute a quorum, or by a sole remaining Director.

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Vacancies on the Board caused by the removal of a Director (except for vacancies created when the Board declares the office of a Director vacant as provided above in Article 3, Section 1) may be filled only by the shareholders, either by majority vote of the shares represented and voting at a meeting at which a quorum is present, or by the unanimous written consent of all shares entitled to vote.

Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later effective date. If the resignation is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

The shareholders may elect a Director at any time to fill a vacancy not filled by the Board of Directors.

The term of office of a Director elected to fill a vacancy shall run until the next annual shareholders’ meeting, and the Director shall hold office until a successor is elected and qualified.

6. PLACE OF MEETINGS. Regular meetings of the Board of Directors may be held at any place within or outside the State of California, as designated from time to time by the Board. In the absence of a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board may be held at any place within or outside the State of California, designated in the notice of the meeting, or if the notice does not state a place, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, provided that all Directors participating can hear one another.

7. ANNUAL DIRECTORS’ MEETING. Immediately after each annual shareholders’ meeting, the Board of Directors shall hold a regular meeting at the same place or at any other place designated by the Board, to elect officers and transact other necessary business as desired. Notice of this meeting shall not be required unless some place other than the place of the annual shareholders’ meeting has been designated.

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8. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call at times to be fixed by the Board of Directors from time to time. Such regular meetings may be held without notice.

9. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called for any purpose or purposes at any time by the Chairman of the Board, the President, any Vice President, the Secretary, or any two (2) Directors.

Special meetings shall be held on four (4) days’ notice by mail or forty-eight (48) hours’ notice delivered personally or by telephone, facsimile or telegraph. Oral notice given personally or by telephone may be transmitted either to the Director or to a person at the Director’s office who can reasonably be expected to communicate it promptly to the Director. Written notice, if used, shall be addressed to each Director at his or her address shown on the corporate records. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the Corporation.

10. WAIVER OF NOTICE. Notice of a meeting, if otherwise required, need not be given to any Director who (a) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice; (b) signs an approval of the minutes of the meeting; or (c) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All such waivers, consents, and approvals of the minutes, if written, shall be filed with the corporate records or made a part of the minutes of the meeting.

11. QUORUM. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except for adjournment.

Except as otherwise required by Code Section 310 (approval of contracts or transactions in which a Director has a material financial interest), Section 311 (appointment of committees), and Section 317(e) (indemnification of directors), every act done or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be deemed an act of the Board of Directors, unless a different requirement is imposed by the Articles of Incorporation.

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A meeting at which a quorum was initially present may continue to transact business despite the withdrawal of Directors, if the action taken is approved by at least a majority of the quorum required for that meeting.

12. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is present, a majority of the Directors present may adjourn any meeting to another time and place.

13. NOTICE OF ADJOURNED MEETING. Notice of the time and place of resuming an adjourned meeting need not be given if the adjournment is for twenty-four (24) hours or less. If the adjournment is for more than twenty-four (24) hours, notice of the new time and place shall be given before the time set for resuming the meeting to any Directors who were not present at the time of adjournment, but need not be given to Directors who were present at the time of adjournment.

14. ACTION WITHOUT A MEETING BY WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action. Any action by written consent shall have the same effect as a unanimous vote of the Board of Directors. All such written consents shall be filed with the minutes of the proceedings of the Board of Directors.

15. COMPENSATION OF DIRECTORS. Directors and members of committees of the Board may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the Board of Directors. This Section shall not preclude any Director from serving the Corporation as an officer, agent, employee, or in any other capacity, and receiving compensation for those services.

16. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or part of the compensation, including expenses, paid by the Corporation to a Director, officer, employee, or agent is finally determined not to be allowable to the Corporation as a federal or state income tax deduction (except for any percentage portion of an otherwise allowable expense that is not allowed by applicable tax law), the Director, officer, employee, or agent to whom the payment was made shall repay to the Corporation the amount disallowed. The Board of Directors shall enforce repayment of each such amount disallowed by the taxing authorities.

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ARTICLE 4: COMMITTEES

1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The Board of Directors, by resolution adopted by a majority of the authorized number of Directors, may create one (1) or more committees with the authority of the Board (“Board Committees” or “Committees of the Board”), including an executive committee. Each Board Committee shall consist of two (2) or more Directors, and may have one (1) or more alternate members, also Directors. Appointment of members and alternate members requires the affirmative vote of a majority of the authorized number of Directors. Committees of the Board, to the extent provided in the Board resolution establishing the committee, may be granted any or all of the powers and authority of the Board except for the following:

a. Approving any action for which the Code also requires the approval of the shareholders or of the outstanding shares;

b. Filling vacancies on the Board of Directors or any Committee of the Board;

c. Fixing Directors’ compensation for serving on the Board or a Committee of the Board;

d. Adopting, amending, or repealing Bylaws;

e. Amending or repealing any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

f. Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

g. Appointing other Committees of the Board or their members.

2. MEETINGS AND ACTIONS OF BOARD COMMITTEES. Meetings and actions of Committees of the Board shall be governed by the Bylaw provisions applicable to meetings and actions of the Board of Directors as to place of meetings, regular meetings, special meetings, waiver of notice, quorum, adjournment, notice of adjournment, and action by written consent without a meeting, with such changes in the context of those Bylaws as are necessary to

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substitute the committee and its members for the Board of Directors and its members, except that (a) the time of regular committee meetings may be determined either by resolution of the Board of Directors or by resolution of the committee; (b) special committee meetings may also be called by resolution of the Board of Directors; (c) notice of special committee meetings shall also be given to all alternate members; and (d) alternate members shall have the right to attend all meetings of the committee. The Board may adopt rules, not inconsistent with the Bylaws, for the governance of Committees of the Board.

3. NON-BOARD COMMITTEES. One or more committees without the power and authority of the Board (“Non-board” Committees) may be created by Board resolution, for investigative and other appropriate purposes. Membership on Non-board Committees is not limited to Directors. To bind the Corporation, actions of Non-board Committees must be ratified by the Board of Directors.

ARTICLE 5: OFFICERS

1. OFFICERS; ELECTION. The Corporation shall have a Chief Executive Officer (President), a Secretary, and a Chief Financial Officer. There may also be other officers as specified in the Bylaws or designated by the Board. Any number of offices may be held by the same person. The officers of the Corporation (except for subordinate officers appointed in accordance with the provisions below) shall be elected annually by the Board of Directors. All officers shall serve at the pleasure of the Board.

2. CHIEF EXECUTIVE OFFICER/PRESIDENT. Except to the extent that the Bylaws or the Board of Directors assign specific powers and duties to the Chairman of the Board, the Chief Executive Officer/President shall serve as President and General Manager of the Corporation and shall have general supervision, direction, and control over the Corporation’s business and its officers, with all the general powers and duties of management usually vested in a Corporation’s Chief Executive Officer/President.

The Chief Executive Officer/President shall preside at all shareholders’ meetings, and shall exercise and perform such other powers and duties as prescribed by the Bylaws or by the Board of Directors. The Chief Executive Officer/President shall also preside at Board meetings if there is no Chairman of the Board or if the Chairman is absent.

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3. SECRETARY. The Secretary shall have the following duties:

a. The Secretary shall be present at and take the minutes of all meetings of the shareholders, the Board of Directors, and Committees of the Board. If the Secretary is unable to be present, the Secretary or the presiding officer of the meeting shall designate another person to take the minutes of the meeting. The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the Board of Directors, a book of minutes of all meetings and actions of the shareholders, the Board of Directors, and Committees of the Board. The minutes of each meeting shall state the following: the time and place of the meeting; whether it was regular or special; if special, how it was called or authorized; the notice given or waivers or consents obtained; the names of Directors present at Board or committee meetings; the number of shares present or represented at shareholders’ meetings; and an accurate account of the proceedings.

b. The Secretary shall keep or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.

c. The Secretary shall give notice, or cause notice to be given, of all shareholders’ meetings, Board meetings, and committee meetings for which notice is required by statute or by the Bylaws. If the Secretary or other person authorized by the Secretary to give notice fails to act, notice of any meeting may be given by any other officer of the Corporation. The Secretary shall maintain records of the mailing or other delivery of notices and documents to shareholders or Directors, as prescribed by the Bylaws or by the Board of Directors.

d. The Secretary shall keep the seal of the Corporation, if any, in safe custody. The Secretary shall have such other powers and perform such other duties as prescribed by the Bylaws or by the Board of Directors.

4. CHIEF FINANCIAL OFFICER. The Chief Financial Officer, who may also be referred to as the Treasurer, shall keep or cause to be kept adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any Director.

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The Chief Financial Officer shall (a) deposit corporate funds and other valuables in the Corporation’s name and to its credit with depositories designated by the Board; (b) disburse corporate funds as authorized by the Board; (c) whenever requested by the Board or the President, render a statement of the Corporation’s financial condition and an account of all transactions he or she has conducted as Chief Financial Officer; and (d) exercise such other powers and perform such other duties as prescribed by the Bylaws or by the Board of Directors.

The Chief Financial Officer shall be deemed the Treasurer for any purpose requiring action by the Corporation’s Treasurer.

5. VICE PRESIDENTS. There may be one or more Vice Presidents, as determined by the Board. In the absence or disability of the President, the President’s duties and responsibilities shall be carried out by the highest-ranking available Vice President, or if there are two (2) or more unranked Vice Presidents, by a Vice President designated by the Board of Directors. When so acting, a Vice President shall have all the powers of, and be subject to, all the restrictions on the President. Vice Presidents shall have such other powers and perform such other duties as prescribed by the Bylaws or assigned from time to time by the Board of Directors or the President.

6. SUBORDINATE OFFICERS. The Board of Directors may appoint, and may empower the President to appoint, subordinate officers as required by the Corporation’s business, whose duties shall be as provided in the Bylaws or as determined from time to time by the Board of Directors or the President.

7. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the Board of Directors may be removed by the Board at any time, with or without cause or notice. Subordinate officers appointed by persons other than the Board may be removed at any time, with or without cause or notice, by the Board or by the person by whom appointed. A removed officer shall have no claim against the Corporation, or individual officers, or Board members, arising from such removal (other than any rights he or she may have to monetary compensation or damages under an employment contract).

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Any officer may resign at any time by giving the Corporation written notice. Unless otherwise specified in the notice, resignations shall take effect on the date the notice is received, and acceptance of the resignation is not necessary to make it effective. An officer’s resignation or its acceptance by the Corporation shall not prejudice any rights the Corporation may have to monetary damages under an employment contract.

8. VACANCIES IN OFFICES. Vacancies in offices resulting from an officer’s death, resignation, removal, disqualification, or any other cause shall be filled by the Board or by the person, if any, authorized by the Bylaws or the Board to make an appointment to that office.

9. COMPENSATION. Salaries of officers and other shareholders employed by the Corporation shall be fixed from time to time by the Board of Directors, or established under employment agreements approved by the Board of Directors. No officer shall be prevented from receiving this salary because he or she is also a Director of the Corporation.

10. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or part of the compensation, including expenses, paid by the Corporation to a Director, officer, employee, or agent is finally determined not to be allowable to the Corporation as a federal or state income tax deduction, the Director, officer, employee, or agent to whom the payment was made shall repay to the Corporation the amount disallowed. The Board of Directors shall enforce repayment of each such amount disallowed by the taxing authorities.

ARTICLE 6: INDEMNIFICATION OF DIRECTORS, OFFICERS AND AGENTS

1. INDEMNIFICATION. The Corporation shall, to the maximum extent not prohibited under California law, indemnify the following persons (collectively, “Agents”) for all expenses incurred in connection with any proceeding to which such person is or was a party, or is threatened to be made a party by reason of the fact that he is or was an agent of the Corporation: (a) each person who is or was a Director or officer of the Corporation, and (b) if a majority of the Board of Directors so decides, any other agent (as defined in Section 317 of the Code) of the Corporation. Except as otherwise provided in Section 317 of the Code, “expenses” shall include (a) with respect to any action other than an action brought by or in the right of the Corporation to obtain a judgment in its favor, all expenses, including reasonable attorneys’ fees, judgments, fines, settlements and other amounts

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actually and reasonably incurred in connection with the proceeding, and (b) with respect to any action brought by, or in the right of, the Corporation to obtain a judgment in its favor, all expenses, including reasonable attorneys’ fees, reasonable and actually incurred in connection with the defense or settlement of the action.

2. EXCEPTIONS. Any other provisions of these Bylaws notwithstanding, the Corporation shall not be obligated:

a. To indemnify an Agent for any acts, omissions or transactions from which a Director may not be relieved of personal liability for monetary damages under Section 204 of the Code.

b. To indemnify an Agent in any of the circumstances in which indemnity is specifically prohibited by Section 317 of the Code.

c. To indemnify an Agent for expenses or other liabilities which have been paid directly to the Agent by an insurance carrier under a policy of Directors’ and/or officers’ liability insurance maintained by the Corporation.

3. NON-EXCLUSIVE INDEMNITY. The indemnification authorized under this Section shall not be deemed exclusive of any other rights to indemnification which an Agent may be entitled under any other agreement, by law or vote of shareholders or disinterested Directors applicable to such Agent, to the extent such additional indemnification rights are authorized in this Corporation’s Articles of Incorporation.

ARTICLE 7: RECORDS AND REPORTS

1. SHAREHOLDER LISTS; INSPECTION BY SHAREHOLDERS. The Corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as the Board shall determine, a record of the names and addresses of all shareholders and the number and class of shares held by each.

A shareholder or group of shareholders holding five percent (5%) or more of the outstanding voting shares of the Corporation may (a) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours, on five (5) days’ prior written demand on the Corporation; and/or (b) obtain from the Corporation’s transfer

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agent, on written demand and tender of the transfer agent’s usual charges for this service, a list of the names and addresses of shareholders entitled to vote for the election of Directors and their shareholdings, as of the most recent date for which a record has been compiled or as of a specified date which is later than the date of demand. This list shall be made available within five (5) days after demand or within five (5) days after the specified later date as of which the list is to be compiled.

The record of shareholders shall also be open to inspection during usual business hours, on the written demand of any shareholder or holder of a voting trust certificate, for a purpose reasonably related to the holder’s interest in the Corporation. Any inspection or copying under this Section may be made in person or by the holder’s agent or attorney.

2. MAINTENANCE OF BYLAWS. The Corporation shall keep at its principal executive office, or if its principal executive office is not in California, at its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside of California, and the Corporation has no principal business office in this state, the Secretary shall, upon a shareholder’s written request, furnish to that shareholder a copy of the Bylaws as amended to date.

3. MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings of the shareholders, Board of Directors, and Committees of the Board, and the accounting books and records shall be kept at the principal executive office of the Corporation, or at such other place or places as designated by the Board of Directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection during usual business hours on the written demand of any shareholder or holder of a voting trust certificate, for a purpose reasonably related to the holder’s interests in the Corporation. The inspection may be made in person or by an agent or attorney, and includes the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary of the Corporation.

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4. INSPECTION BY DIRECTORS. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection may be made by the Director in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as, there are less than one hundred (100) shareholders, the requirement of an annual report to shareholders referred to in Section 1501 of the Code is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders, as the Board considers appropriate.

6. FINANCIAL STATEMENTS. The Corporation shall keep a copy of any annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets on file in its principal executive office for twelve (12) months; these documents shall be exhibited (or copies provided) to shareholders at all reasonable times. If no annual report for the last fiscal year has been sent to shareholders, on written request of any shareholder made more than one hundred twenty (120) days after the close of the fiscal year, the Corporation shall deliver or mail to the shareholder, within thirty (30) days after receipt of the request, a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal year.

A shareholder or shareholders holding five percent (5%) or more of the outstanding shares of any class of stock of the Corporation may request in writing an income statement for the most recent three (3) month, six (6) month, or nine (9) month period (ending more than thirty (30) days before the date of the request) of the current fiscal year, and a balance sheet as of the end of that period. If such documents are not already prepared, the Chief Financial Officer shall cause them to be prepared and shall deliver them personally or by mail to the requesting shareholders within thirty (30) days after the receipt of the request. A balance sheet, income statement, and statement of changes in financial position for the last fiscal year shall also be included, unless the Corporation has sent the shareholders an annual report for the last fiscal year.

Quarterly income statements and balance sheets referred to in this Section shall be accompanied by the report, if any, of independent accountants engaged by the Corporation, or a certificate by the authorized corporate officer stating that the financial statements were prepared without audit from the Corporation’s books and records.

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7. ANNUAL INFORMATION STATEMENT.

a. Every year, during the calendar month in which the original Articles of Incorporation were filed with the California Secretary of State, or during the preceding five (5) calendar months, the Corporation shall file a statement with the Secretary of State on the prescribed form, setting forth the authorized number of Directors; the names and complete business or residence addresses of the President, the Secretary, and the Chief Financial Officer; the street address of the Corporation’s principal executive office or principal business office in this state; a statement of the general type of business constituting the principal business activity of the Corporation, and a designation of the Corporation’s Agent for Service of Process, all in compliance with Section 1502 of the Code.

b. Notwithstanding the provisions of Article 7, Section 7.a (above), if there has been no change in the information contained in the Corporation’s last annual statement on file in the Secretary of State’s office, the Corporation may, in lieu of filing the annual statement, advise the Secretary of State, on the appropriate form, that no changes in the required information have occurred during the applicable period.

ARTICLE 8: GENERAL CORPORATE MATTERS

1. RECORD DATE FOR DIVIDENDS AND DISTRIBUTIONS. For purposes of determining the shareholders entitled to receive payment of dividends or other distributions or allotment of rights, or entitled to exercise any rights in respect of any other lawful action (other than voting at and receiving notice of shareholders’ meetings and giving written consent of the shareholders without a meeting), the Board of Directors may fix in advance a record date not more than sixty (60) nor less than ten (10) days before the date of the dividend payment, distribution, allotment, or other action. If a record date is so fixed, only shareholders of record at the close of business on that date shall be entitled to receive the dividend, distribution, or allotment of rights, or to exercise the other rights, as the case may be, notwithstanding any transfer of any shares on the corporate books after the record date, except as otherwise provided by statute.

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If the Board of Directors does not so fix a record date in advance, the record date for these purposes shall be at the close of business on the later of (a) the day on which the Board of Directors adopts the applicable resolution or (b) the sixtieth (60th) day before the date of the dividend payment, distribution, allotment of rights, or other action.

2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, or other orders for payment of money, notes, and other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed in the manner and by the persons authorized by the Board of Directors.

3. EXECUTING CONTRACTS AND INSTRUMENTS. The Board of Directors may authorize any of its officers or agents to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. This authority may be general or it may be confined to one (1) or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the Corporation shall have any power or authority to bind the Corporation in any way, pledge its credit, or render it liable for any purpose in any amount, unless that person was acting with authority duly granted by the Board of Directors as provided in these Bylaws, or unless an unauthorized act was later ratified by the Corporation.

4. SHARE CERTIFICATES. One or more certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of the shareholder’s shares are fully paid.

All certificates shall certify the number of shares and the class or series of shares represented by the certificate. All certificates shall be signed in the name of the Corporation by (a) one (1) of the following: the Chairman or Vice Chairman of the Board of Directors, the President, or any Vice President; and (b) one (1) of the following: the Chief Financial Officer, any Assistant Treasurer, the Secretary, or any Assistant Secretary. Any of the signatures on the certificate may be facsimile. If a party who has signed share certificates ceases to be an officer or other agent before the certificate is issued, the Corporation may issue the certificate with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

The share certificates shall state, by way of appropriate legend, any restrictions on share ownership or transfer, and any other statements required by applicable federal or state securities regulations.

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5. LOST CERTIFICATES. Except as provided in this Section, no new certificates for shares shall be issued to replace old certificates unless the old certificates are surrendered to the Corporation for cancellation at the same time. If share certificates or certificates for any other security have been lost, stolen, or destroyed, the Board of Directors may authorize the issuance of replacement certificates on terms and conditions as the Board may require, which may include a requirement that the owner give the Corporation a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it (including any expenses or liability) on account of the alleged loss, theft, or destruction of the old certificate or the issuance of the replacement certificate.

6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other corporations standing in the name of this Corporation shall be voted by the President, or a person designated by the President. If neither of them is able to act, the shares may be voted by a person designated by the Board of Directors. The authority to vote shares includes the authority to execute a proxy in the Corporation’s name for purposes of voting the shares.

7. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or part of the compensation, including expenses, paid by the Corporation to a Director, officer, employee, or agent is finally determined not to be allowable to the Corporation as a federal or state income tax deduction (except for any percentage portion of an otherwise allowable expense that is not allowed by applicable tax law), the Director, officer, employee, or agent to whom the payment was made shall repay to the Corporation the amount disallowed. The Board of Directors shall enforce repayment of each such amount disallowed by the taxing authorities.

8. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in Sections 100 through 195 of the Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes a corporation and a natural person.

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ARTICLE 9: AMENDMENTS

1. AMENDMENT OF ARTICLES OF INCORPORATION. Unless otherwise provided under California Corporations Code Sections 900 through 911, amendments to the Articles of Incorporation may be adopted if approved by the Board and approved by a majority of the outstanding shares entitled to vote, either before or after approval by the Board. An amendment to the Articles of Incorporation shall be effective as of the date that the appropriate certificate of amendment is filed with the Secretary of State.

2. AMENDMENT OF BYLAWS. Except as otherwise required by law or by the Articles of Incorporation, these Bylaws may be amended or repealed, and new Bylaws may be adopted, by the Board of Directors or by a majority of the outstanding shares entitled to vote.

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EX-3

Exhibit 3.4

RINGCENTRAL, INC.

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned, being the Secretary of RingCentral, Inc., a California corporation (the “Company”), hereby certifies that Section 2 of Article 3 of the Bylaws of the Company was amended effective as of March 7, 2012, and following the affirmative vote of the Company’s board of directors and the affirmative vote of a majority of the outstanding voting shares of the Company to restate such section in its entirety to read in full as follows:

“2. NUMBER OF DIRECTORS AND QUALIFICATION OF DIRECTORS. The current authorized number of directors is seven (7) directors.”

Dated: March 7, 2012

/s/ John Marlow

John Marlow, Secretary

EX-4

Exhibit 4.3

RINGCENTRAL, INC.

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT

November 23, 2012

TABLE OF CONTENTS

	Page
1.      Registration Rights		1
1.1    Definitions		1
1.2    Request for Registration		3
1.3    Company Registration		4
1.4    Form S-3 Registration		6
1.5    Obligations of the Company		7
1.6    Expenses of Registration		8
1.7    Delay of Registration		8
1.8    Indemnification		8
1.9    Reports Under the 1934 Act		10
1.10 Assignment of Registration Rights		11
1.11 Limitations on Subsequent Registration Rights		11
1.12 Market Stand-off Agreement		11
1.13 Termination of Registration Rights		12
2.      Covenants		12
2.1    Delivery of Financial Statements		12
2.2    Budget and Operating Plan		13
2.3    Inspection		13
2.4    Right of First Offer		13
2.5    Books and Records		14
2.6    Director and Officer Insurance		14
2.7    Excluded Opportunity		15
2.8    Termination of Covenants		15
3.      Miscellaneous		15
3.1    Legend		15
3.2    Successors and Assigns		16
3.3    Governing Law		16
3.4    Counterparts		16
3.5    Titles and Subtitles		16
3.6    Notices		16
3.7    Entire Agreement; Amendments and Waivers		16
3.8    Severability		17
3.9    Aggregation of Stock		17
3.10 Expenses		17
3.11 Arbitration		17
SCHEDULE A Investor Schedule

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RINGCENTRAL, INC.

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT

This Fourth Amended Investor Rights Agreement (this “Agreement”) is made as of the 23^rd day of November, 2012, by and among RingCentral, Inc., a California corporation (the “Company”) and the investors listed on Schedule A hereto (the “Investors”).

RECITALS

WHEREAS, certain of the Investors (the “Prior Investors”) are holders of the Company’s Series A Preferred Stock (the “Series A Preferred”), the Company’s Series B Preferred Stock (the “Series B Preferred”), the Company’s Series C Preferred Stock (the “Series C Preferred”) and the Company’s Series D Preferred Stock (the “Series D Preferred”) and have previously entered into the Third Amended Investor Rights Agreement dated August 12, 2011 by and between the Company and the Prior Investors, as amended (the “Prior Agreement”);

WHEREAS, the Company and certain of the Investors (the “Series E Investors”) intend to execute a Series E Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) pursuant to which the Series E Investors intend to purchase and the Company intends to sell shares of the Company’s Series E Preferred Stock (the “Series E Preferred”);

WHEREAS, the amendment and restatement of the Prior Agreement and the execution of this Agreement is a condition of the Company’s and the Investors’ mutual obligations at the Closing (as defined in the Purchase Agreement);

WHEREAS, in order to induce the Series E Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable or issued to them and certain other matters as set forth herein; and

WHEREAS, the parties contemplate that this Agreement may be modified in the future to admit new investors in future Company financings as parties hereto;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. Registration Rights

1.1 Definitions

For purposes of this Agreement:

(a) The term “Affiliate” shall have the meaning as defined by Rule 405 of the Securities Act.

(b) The term “Securities Act” means the Securities Act of 1933, as amended.

(c) The term “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(d) The term “Holder” means any person or Affiliate of such person owning of record or having the right to acquire Registrable Securities that have not been sold to the public or any assignee of record thereof to whom registration rights are assigned in accordance with Section 1.10 hereof; provided, however, that for the purposes of Section 1.2 TriplePoint Capital LLC shall not be deemed a Holder.

(e) The term “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

(f) The term “1934 Act” means the Securities Exchange Act of 1934, as amended.

(g) The term “Series Preferred” means, collectively, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock.

(h) The term “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(i) The term “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of any outstanding shares of any series of Series Preferred; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, held by the Investors (or any Affiliates of the Investors) or acquired by the Investors (or any Affiliates of the Investors) after the date hereof; (iii) any Common Stock issued or issuable (directly or indirectly) upon exercise of any warrants held by TriplePoint Capital LLC or its affiliates for purposes of Sections 1.1, 1.3 through 1.13 and 3 (in all other cases only to the extent related to a registration pursuant to Sections 1.3 and 1.4 of the Agreement; provided, however, that obligations of TriplePoint Capital LLC under Section 1.12 of the Agreement exist independently of any registration under Sections 1.3 and 1.4 of the Agreement); (iv) any Common Stock issued or issuable (directly or indirectly) upon exercise of any warrants held by Silicon Valley Bank or its affiliates for purposes of Sections 1.1, 1.2 through 1.13 and 3 (in all other cases only to the extent related to a registration pursuant to Sections 1.2 through 1.4 of the Agreement; provided, however, that obligations of Silicon Valley Bank under Section 1.12 of the Agreement exist independently of any registration under Sections 1.2 through 1.4 of the Agreement); and (v) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i), (ii), (iii) or (iv) above, provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his, her or its rights under this Agreement are not assigned. In addition, Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, including sales made pursuant to Rule 144 promulgated under the Securities Act, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. The number of shares of Registrable Securities deemed to be outstanding at any given time shall be the sum of the number of shares of Common Stock outstanding that are Registrable Securities plus the number of shares of Common Stock issuable pursuant to then exercisable stock options or any outstanding shares of any series of Series Preferred or other convertible securities that are Registrable Securities hereunder.

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(j) The term means “Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 1.2, 1.3 and 1.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(k) The term “SEC” shall mean the Securities and Exchange Commission.

1.2 Request for Registration

(a) Subject to the conditions of this Section 1.2, if the Company shall at any time after the earlier of (i) the three (3) year anniversary of this Agreement, or (ii) the sixth (6^th) month anniversary of the effective date of the Initial Offering, receive a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000 (a “Qualified Public Offering”)) that the Company file a registration statement under the Securities Act covering the offer and sale of Registrable Securities, then the Company shall, promptly but not later than twenty (20) days after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (and the Company, if applicable) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration; Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

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(c) The Company shall not be required to effect a registration pursuant to this Section 1.2:

(1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and except as may be required under the Securities Act; or

(2) upon the expiration of the restrictions on transfer set forth in Section 1.12 following the Initial Offering;

(3) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registration has been declared or ordered effective; or

(4) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the Company gives notice to the Holders of the Company’s good faith intention to file a registration statement for the Company’s Initial Offering within ninety (90) days, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or

(5) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on
Form S-3 pursuant to a request made pursuant to Section 1.4 hereof; or

(6) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month (12) period, and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

1.3 Company Registration

(a) If the Company proposes to register (including for this purpose a registration initiated by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the Initial Offering for cash of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, notify each Holder in writing at least forty-five (45) days prior to such registration. Upon the written request of each Holder given within fifteen (15) days after delivery of such notice by the Company in accordance with Section 3.6, the Company shall, subject to the provisions of Section 1.3(c), use all reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

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Each Holder’s written request shall state the number of Registrable Securities such Holder wishes to include in such registration statement. Holders that do not elect to participate in any registration and underwriting under this Section 1.3 shall nevertheless continue to have the right to include any Registrable Securities in subsequent registrations and underwritings to which this Section 1.3 is applicable.

(b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.6 hereof.

(c) Underwriting Requirements. The Company shall not be required to include in any registration and underwriting to which this Section 1.3 is applicable, the Registrable Securities of any Holder that fails to execute the underwriting agreement entered into between the Company and the underwriter or underwriters selected by it. In addition, the Company shall be required to include in the offering only that number of Registrable Securities that the underwriters determine in good faith will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders), but in no event shall (i) the amount of securities of the selling Holders included in the registration be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering of the Company’s securities and such registration does not include shares of any other selling shareholders, in which case the selling Holders may be completely excluded if the underwriters make the determination described above and no other shareholder’s securities are included, or (ii) the number of shares of Registrable Securities to be included in such underwriting be reduced unless all other securities (other than those of the Company) are first entirely excluded from the underwriting. In no event will shares of any other selling shareholders be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners, members, former members, and shareholders of such Holder, or the estates and family members of any such partners, retired partners, members, former members, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned of record by all such related entities and individuals.

(d) No Demand Registration. Registration pursuant to this Section 1.3 shall not be deemed to be a request for registration as described in Section 1.2 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 1.3.

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1.4 Form S-3 Registration

In case the Company shall receive from a Holder holding at least $1,000,000 of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) as soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:

(1) if Form S-3 is not available for use by the Company with respect to such offering by the Holders;

(2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000;

(3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);

(4) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4 within the immediately preceding twelve (12) month period; or

(5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).

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(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 1.4. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.

1.5 Obligations of the Company

Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the Registration Statement has been completed;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary or advisable to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above;

(c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) use reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

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(g) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange and/or quoted on each broker-dealer network on which similar securities issued by the Company are then listed and/or quoted;

(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and

(i) use its best efforts to furnish on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (x) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (y) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.

1.6 Expenses of Registration

Subject to the Holders obligation under Section 1.4(d) to pay the Registration Expenses after the first two (2) registrations effected under Section 1.4, all Registration Expenses shall be borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless (a) such withdrawal is based upon a material adverse change in the condition, business or prospects of the Company of which the Holders were not aware at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change or (b) the Holders of a majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 1.2(c) or 1.4(d), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders, then the Holders shall not be required to pay any of such Registration Expenses and shall retain their rights pursuant to Section 1.2.

1.7 Delay of Registration

No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of any provision of this Section 1.

1.8 Indemnification

In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter

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within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Securities Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein, and any amendments, supplements or exhibits thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities laws, and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, provided, however, that the indemnity agreement contained in this Section l.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person or other aforementioned person.

(b) To the extent permitted by law, each selling Holder will severally but not jointly, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities in such registration statement and any of such other Holder’s partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject, under the Securities Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Securities Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon a Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration, and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 1.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and in no event shall any indemnity under this Section l.8(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other

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indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties, provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.

(d) If the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations, provided, however, that no contribution from any Holder, when combined with any amounts paid by such Holder pursuant to Section 1.8(b), shall exceed the net proceeds from the offering received by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control, provided that no conflict exists if the underwriting agreement is silent with respect to any term or provision contained herein.

(f) The obligations of the Company and Holders under this Section 1.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.9 Reports Under the 1934 Act

With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any successor rule promulgated under the Securities Act (“Rule 144”), at all times after the effective date of the Initial Offering of the Company’s equity securities,

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act; and

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(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company filed with the SEC and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

1.10 Assignment of Registration Rights

The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (i) is a subsidiary, partner, general partner, limited partner or retired partner of a Holder that is a corporation, partnership or a limited liability company, (ii) is a member or retired member of any Holder that is a limited liability company, (iii) is a spouse, sibling, lineal descendant or ancestor of a Holder, or any trust established for the benefit of a Holder or any spouse, sibling, lineal descendant or ancestor of a Holder, (iv) is an Affiliate of the Holder or (v) after such assignment or transfer, holds at least twenty percent (20%) of the Registrable Securities originally held by the transferring Holder, provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.12 below, and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

1.11 Limitations on Subsequent Registration Rights

From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 1 have terminated in accordance with Section 1.13), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder: (a) to include such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included, or (b) to demand registration of their securities, or (c) to exercise other registration rights that are pari passu or senior to those granted to the Holders hereunder.

1.12 Market Stand-off Agreement

Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days) following the effective date of the registration statement for such Initial Offering, if so required by the underwriters of such Initial Offering, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract

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to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 1.12 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements or arrangements. The underwriters in connection with the Initial Offering are intended third party beneficiaries of this Section 1.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

1.13 Termination of Registration Rights

The Company shall have no obligations provided in this Section 1 with respect to (a) any request or requests for registration made by any Holder on a date more than five (5) years following the effective date as declared by the SEC of a Qualified IPO (as defined in Section 3(b) of Division (B) of Article IV of the Company’s Sixth Amended and Restated Articles of Incorporation, as may be amended, (the “Restated Articles”), provided that the Company has been in compliance with its obligations under this Section 1 all times prior thereto, or (b) any Registrable Securities proposed to be sold by a Holder in a registration pursuant to this Section 1 if all such Registrable Securities proposed to be sold by such Holder may then in the written opinion of outside counsel to the Company (reasonably acceptable to the Holder) be sold in a 90-day period without registration under the Securities Act without restriction pursuant to Rule 144 under the Securities Act.

2. Covenants

The Company hereby covenants to each Investor who, individually or together with such Investor’s Affiliates holds at least one million (1,000,000) shares of Registrable Securities (a “Major Investor”) as follows:

2.1 Delivery of Financial Statements

The Company shall deliver to each Major Investor and to RU-NET Technology Capital LLC:

(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an audited income statement for such fiscal year, a balance sheet of the Company and statement of shareholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) by a certified public accounting firm of national standing;

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter and a balance sheet as of the end of such fiscal quarter, each of the foregoing income statement, statement of cash flows and balance sheet also to set forth in comparative form the budgeted amounts for such period and the corresponding figures for the period in the prior fiscal year, to be in reasonable detail and prepared in accordance with GAAP;

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(c) as soon as practicable, but in any event within thirty (30) days after the end of each of month of operations, an unaudited income statement, statement of cash flows for such month and a balance sheet as of the end of such month, each of the foregoing income statement, statement of cash flows and balance sheet also to set forth in comparative form the budgeted amounts for such period and the corresponding figures for the period in the prior fiscal year, to be in reasonable detail and prepared in accordance with GAAP;

(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis (including balance sheets, income statements and statements of cash flows for such months). The annual budget and business plan shall be approved by the holders of eighty five percent (85%) of the Registrable Securities then outstanding.

2.2 Budget and Operating Plan

Within thirty (30) days of the end of each quarter of each fiscal year of the Company, the Company shall present a description of any significant variances between the Company’s actual results of operations and expenditures and the results of operations and expenditures in the budget and operating plan most recently presented to the Board.

2.3 Inspection

The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s or any of its subsidiaries’ properties, to examine its books of account and records and to discuss the Company’s any of its subsidiaries’ affairs, finances and accounts with its executive officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested by the Investor(s).

2.4 Right of First Offer

(a) Subject to the terms and conditions specified in this Section 2.4, if the Company proposes to issue Additional Shares of Common Stock (as defined in Section 3(d)(i)(B)(4) of Division (B) of Article IV of the Restated Articles, as may be amended), it shall, in each case, provide each Major Investor with a written notice (the “Issuance Notice”) stating (i) its bona fide intention to offer such Additional Shares of Common Stock, (ii) the number of such Additional Shares of Common Stock to be offered, and (iii) the price and terms upon which it proposes to offer such Additional Shares of Common Stock. By written notification received by the Company, within fifteen (15) calendar days after receipt of the Issuance Notice, each Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice, up to that portion of such Additional Shares of Common Stock (such holder’s “Pro Rata Portion”) that equals the proportion that the number of shares of Registrable Securities (on an as-converted to Common Stock basis) then held by such Holder bears to the total number of shares of Common Stock of the Company then outstanding, including the Common Stock issuable upon conversion of all outstanding shares of Series Preferred, upon conversion of all other outstanding convertible securities, and upon exercise of all outstanding options (and assuming conversion of convertible securities issuable upon exercise of options).

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(b) In the event that such Major Investor fails to deliver such written notice to the Company within the prescribed 15-day period, or otherwise fails to purchase its Pro Rata Portion of such Additional Shares of Common Stock, the Company shall promptly inform in writing each Major Investor that has elected to purchase its full Pro-Rata Portion (a “Fully-Exercising Investor”) of any other Major Investor’s failure to do so. During the fifteen (15) day period commencing after the delivery of such supplemental notice, each Fully-Exercising Investor shall be entitled to purchase its Pro-Rata Portion of the Additional Shares of Common Stock not purchased by other Major Investors. For the purposes of this Section 2.4, Major Investor includes Affiliates of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its affiliates in such proportions as it deems appropriate.

(c) If all Additional Shares of Common Stock that Major Investors are entitled to obtain pursuant to Section 2.4(a) and (b) are not elected to be obtained as provided in Section 2.3(a) and (b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 2.4(a) or (b) hereof, as the case may be, offer the remaining unsubscribed portion of such Additional Shares of Common Stock to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Issuance Notice. If the Company does not enter into an agreement for the sale of the Additional Shares of Common Stock within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Additional Shares of Common Stock shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d) The right of first offer in this Section 2.4 shall not be applicable to the issuance of any securities excluded from the definition of Additional Shares of Common Stock in Article IV, Subdivision B, Section 3(d)(i)(B)(4) of the Restated Articles.

(e) The right of first offer in this Section 2.4 shall not be applicable with respect to any Major Investor with regard to any issue of Additional Shares of Common Stock, if (i) at the time of such issue of Additional Shares of Common Stock, such Major Investor is not an accredited investor, and (ii) such issue of Additional Shares of Common Stock is otherwise being offered only to accredited investors.

(f) The rights provided in this Section 2.4 may not be assigned or transferred by any Major Investor except by a Major Investor that is a venture capital fund to an affiliated fund or funds, or, with the prior written approval of the Company, for a transfer by an Investor that is a partnership to a partner of such partnership.

2.5 Books and Records

The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

2.6 Director and Officer Insurance

The Company will use its best efforts to obtain and maintain in full force and effect director and officer liability insurance in the amount approved in good faith by the Board of Directors of the Company.

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2.7 Excluded Opportunity

The Company acknowledges that the Holders and their Affiliates, members, equity holders, director representatives, partners, employees, agents and other related persons are engaged in the business of investing in private and public companies in a wide range of industries, including the industry segment in which the Company operates (the “Company Industry Segment”). Accordingly, the Company and the Investors acknowledge and agree that a Covered Person shall:

(a) have no duty to the Company to refrain from participating as a director, investor or otherwise with respect to any company or other person or entity that is engaged in the Company Industry Segment or is otherwise competitive with the Company, and

(b) in connection with making investment decisions, to the fullest extent permitted by law, have no obligation of confidentiality or other duty to the Company to refrain from using any information, including, but not limited to, market trend and market data, which comes into such Covered Person’s possession, whether as a director, investor or otherwise (the “Information Waiver”), provided that the Information Waiver shall not apply, and therefore such Covered Person shall be subject to such obligations and duties as would otherwise apply to such Covered Person under applicable law, if the information at issue (i) constitutes material non-public information concerning the Company, or (ii) is covered by a contractual obligation of confidentiality to which the Company is subject.

Notwithstanding anything in this Section 2.7 to the contrary, nothing herein shall be construed as a waiver of any Covered Person’s duty of loyalty or obligation of confidentiality with respect to the disclosure of confidential information of the Company.

For the purposes of this Section 2.7, “Covered Person” shall have the meaning set forth in the Restated Articles.

2.8 Termination of Covenants

The covenants set forth in Section 2 shall terminate and be of no further force or effect (i) upon the effective date as declared by the SEC of the registration statement pertaining to a Qualified IPO (as defined in Section 3(b) of Division (B) of Article IV of the Restated Articles), or (ii) upon a Merger (as defined in Section 2(c) of Division (B) of Article IV of the Restated Articles) or (iii) for purposes of Sections 2.1, 2.2 and 2.3 only, at such time as the Company becomes subject to the reporting provisions of the Securities Exchange Act of 1934, as amended.

3. Miscellaneous

3.1 Legend

Each certificate evidencing any of the Shares shall bear a legend substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THESE SECURITIES, AND MAY NOT BE SOLD, TRANSFERRED OR ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.”

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3.2 Successors and Assigns

Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.3 Governing Law

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by and construed under the laws of the State of New York, as applied to agreements among New York residents entered into and to be performed entirely within New York without giving effect to principles of conflicts of law.

3.4 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

3.5 Titles and Subtitles

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.6 Notices

Unless otherwise provided, any notice under this Agreement shall be given in writing and shall be deemed effectively delivered (a) upon personal delivery to the party to be notified, (b) upon confirmation of receipt by fax by the party to be notified, (c) one (1) business day after deposit with a reputable overnight courier, prepaid for overnight deliver and addressed as set forth in (d), or (d) three (3) days after deposit with the United States Postal Service, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified at the address indicated for such party on the Investor Schedule attached hereto as Schedule A, or at such other address as such party may designate by ten (10) days advance written notice to the other party given in the foregoing manner.

3.7 Entire Agreement; Amendments and Waivers

This Agreement (including the exhibits hereto) and the documents referred to herein constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants, except as specifically set forth herein or therein. Except as expressly provided therein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Holders holding at least eighty-five percent (85%) of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144, and excluding with respect to Section 1 (other than Sections 1.9, 1.10 and 1.12), any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to Section 1 have terminated in accordance with Section 1.13, and excluding any of such shares held by TriplePoint Capital LLC or its affiliates); provided, further, that if any amendment, waiver, discharge or termination operates in a manner that treats

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any Holder different from other Holders, the consent of such Holder shall also be required for such amendment, waiver, discharge or termination. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder acknowledges that by the operation of this paragraph, the holders of at least eighty-five percent (85%) of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144, and excluding, with respect to Section 1 (other than Sections 1.9, 1.10 and 1.12), any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to Section 1 have terminated in accordance with Section 1.13) will have the right and power to diminish or eliminate all rights of such Holder under this Agreement, subject to the proviso in the second sentence of this Section 3.7; provided, however, that notwithstanding any waiver of any of the provisions of Section 2.4, in the event any Major Investor actually purchases Additional Shares of Common Stock in any offering by the Company, then each other Major Investor shall be permitted to participate in such offering on a pro rata basis (based on the level of participation of the other Major Investor purchasing the largest portion of such Major Investor’s pro rata share), in accordance with the other provisions (including notice and election periods) set forth in Section 2.4. The Prior Agreement is hereby superseded and replaced in its entirety by this Agreement.

3.8 Additional Investors

Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Series E Preferred after the date hereof, any purchaser of such shares of Series E Preferred may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and thereafter shall be deemed an “Investor” for all purposes hereunder.

3.9 Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

3.10 Aggregation of Stock

All shares of Registrable Securities held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.11 Expenses

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

3.12 Arbitration

Any claims arising under this Agreement or the Transaction Agreements (as defined in the Series B Preferred Stock Purchase Agreement between the Company and the Investor(s)), shall be resolved in binding arbitration with a duly authorized representative of the American Arbitration Association (“AAA”) in accordance with the provisions hereof and thereof. Either the Company or the Investor(s) may submit the matter to binding arbitration before the AAA in New York City, New York, which arbitration shall be final and binding on the parties and the exclusive method, absent agreement between the Company and the Investor(s), for purposes of determining the ability of the Company to satisfy such claim. All claims shall be settled by a single arbitrator appointed in accordance with the

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Commercial Arbitration Rules then in effect of the AAA (the “AAA Rules”). The arbitrator shall render a final decision pursuant to the AAA Rules within thirty (30) days after filing of the claim. The final decision of the arbitrator shall be furnished to the Investor(s) and the Company in writing and shall constitute the conclusive determination of the issue in question binding upon the Investor(s) and the Company, and shall not be contested by any of them. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrator’s decision. The prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief that such party may be entitled. For purposes of this Agreement, the prevailing party shall be that party in whose favor final judgment is rendered or who substantially prevails, if both parties are awarded judgment.

[This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:
RINGCENTRAL, INC.
By:	/s/ Vladimir Shmunis
	Vladimir Shmunis
	Chief Executive Officer

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTORS:
Cypress Capital Founders, LP
By:	/s/ Brenden Smith
Name:	Brenden Smith
Title:	Managing Partner

Cypress Capital Master, LP
By:	/s/ Brenden Smith
Name:	Brenden Smith
Title:	Managing Partner

Permal Cypress Ltd.

By: Cypress Capital Management GP, LLC, as its Investment Adviser

By:	/s/ Brenden Smith
Name:	Brenden Smith
Title:	Managing Partner

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:
RU-NET TECHNOLOGY CAPITAL LLC
Signature:	/s/ Thomas Sima
Print Name:	Thomas Sima
Title:	Director

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:
Turl Investments, Ltd.
By:	Erie Limited
Its:	Sole Director

By:	/s/ Perry A. Rolle
Name:	Perry A. Rolle
Title:	Authorized Signatory

By:	/s/ Lisa M. Wilcox
Name:	Lisa M. Wilcox
Title:	Authorized Signatory

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:

SCALE VENTURE PARTNERS III, LP

By: Scale Venture Management III, LLC

Its: General Partner

By:	/s/ Robert Theis
Name:	Robert I. Theis
Title:	Managing Director

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR
WS Investment Company, LLC (2011A)
By:	/s/ James N. Terranova
Name:	James N. Terranova
Title:	Director

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR
CISCO SYSTEMS, INC.
By:	/s/ Hilton Romanski
Name:	Hilton Romanski
Title:	Vice President, Business Development

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:

SVB CAPITAL PARTNERS II, L.P.

By: SVB Capital Partners II, LLC

Its: General Partner

By	/s/ Sulu Mamdani
Name:	Sulu Mamdani
Title:	Managing Director

CP SECONDARIES FUND, L.P.

By: SVB Capital Partners II, LLC

Its: General Partner

By:	/s/ Sulu Mamdani
Name:	Sulu Mamdani
Title:	Managing Director

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

DAG VENTURES III-QP, L.P.
By: DAG Ventures Management III, LLC, its General Partner
By:	/s/ Young Chung
Name:	Young Chung
Title:	Managing Director

DAG VENTURES III, L.P.
By: DAG Ventures Management III, LLC, its General Partner
By:	/s/ Young Chung
Name:	Young Chung
Title:	Managing Director

DAG VENTURES GP FUND III, LLC
By: DAG Ventures Management III, LLC, its General Partner
By:	/s/ Young Chung
Name:	Young Chung
Title:	Managing Director

DAG VENTURES I-N, LLC
By: DAG Ventures Management III, LLC, its General Partner
By:	/s/ Young Chung
Name:	Young Chung
Title:	Managing Director

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:
KHOSLA VENTURES II, LP
By:	Khosla Ventures Associates II, LLC, a Delaware limited liability company and general partner of Khosla Ventures II, LP

By:	/s/ David Weiden
Name:	David Weiden
Title:	Member

SEQUOIA CAPITAL XII
Sequoia Capital XII
Sequoia Technology Partners XII
Sequoia Capital XII Principals Fund
By:	SC XII Management, LLC a Delaware Limited Liability Company General Partner of Each
By:	/s/ Douglas Leone
	Managing Member

SIGNATURE PAGE TO

FOURTH AMENDED INVESTOR RIGHTS AGREEMENT OF RINGCENTRAL, INC.

SCHEDULE A

INVESTOR SCHEDULE

Name and Address

Turl Investments, Ltd.

404 East Bay Street

P.O. Box N-3016

Nassau, Bahamas

Phone: (242) 502-5700

Email: alejandro@hermesgp.com

Ru-Net Technology Capital LLC

Attn: Steve Berg

900 Third Avenue, 25th Floor

54-55

New York, NY 10022

Phone:

Email: berg@rtp.vc

Cypress Capital Founders, LP

Cypress Capital Master, LP

Attention: Brenden Smith

One Market, Spear Street Tower

Suite 3785

San Francisco, CA 94105

Phone: (415) 291-9420

Email: brenden@cypressmgt.com

Permal Cypress Ltd.

Attention: Brenden Smith, Managing Partner

c/o HWR Services Ltd.

PO Box 71, Road Town

Tortola, British Virgin Islands

copies to:

Attention: Brenden Smith

One Market, Spear Street Tower

Suite 3785

San Francisco, CA 94105

Phone: (415) 291-9420

Email: brenden@cypressmgt.com

Name and Address

Scale Venture Partners III, LP

Scale Venture Partners III, L.P.

c/o Scale Venture Partners

950 Tower Lane, Suite 700

Foster City, CA 94404

Phone: (650) 378-6000

Fax: (650) 378-6040

with a copy to:

Cooley LLP

777 6^th St NW

Suite 1100

Washington, DC 20001

Attention: Ryan Naftulin

Email: rnaftulin@cooley.com

Coastdock & Co., as nominee for

Cisco Systems, Inc.

170 West Tasman Drive

San Jose, CA 95134-1706

Attn: General Counsel

Facsimile: (408) 525-4757

Attn: SVP, Corporate Development

Facsimile: (408) 526-7864

with a copy to:

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Attention: Cynthia Clarfield Hess, Esq.

Facsimile: (650) 938-5200

SVB Capital Partners II, L.P.

Attn: Sulu Mamdani

2400 Hanover Street

Palo Alto, CA 94304

Phone: (650) 855-3018

Email: smamdani@svbcapital.com

Name and Address

Sequoia Capital XII

Sequoia Technology Partners XII

Sequoia Capital XII Principals Fund

Attn: Douglas Leone, Managing Member

3000 Sand Hill Road

Building 4, Suite 180

Menlo Park, CA 94025

Phone: (650) 854-3927

Facsimile: (650) 854-2977

Email: leone@sequoiacap.com

DAG Ventures I-N, LLC

DAG Ventures GP Fund III, LLC

DAG Ventures III, L.P.

DAG Ventures III-QP, L.P.

Attn: Young Chung, Managing Director

251 Lytton Avenue, Suite 200

Palo Alto, CA 94301

Phone: (415) 830-7147

Facsimile: (650) 328-2921

Email: young@dagventures.com

Khosla Ventures II, LP

Attn: Kim Totah, CFO

3000 Sand Hill Road, Bldg. 3, Suite 190

Menlo Park, CA 94025

Phone: 650.376.8500

Fax: 650.923.9590

Email: kt@khoslaventures.com

with a copy to:

c/o McCabe & Totah, LLP

Attention: Vinod Khosla

1760 The Alameda, Suite 300

San Jose, CA 95126

CP Secondaries Fund, L.P.

Attn: Sulu Mamdani

2400 Hanover Street

Palo Alto, CA 94304

Phone: 650.855.3018

Email: Smamdani@svb.com

Name and Address

Samir Kaul, Trustee of the Kaul Family

Attn: Kim Totah, CFO

3000 Sand Hill Road, Bldg. 3, Suite 190

Menlo Park, CA 94025

Phone: 650.376.8500

Fax: 650.923.9590

Email: kt@khoslaventures.com

Alexander Kinnier

VK Services, LLC, a Managing Member of Khosla Ventures Associates II, LLC

Attn: Kim Totah, CFO

3000 Sand Hill Road, Bldg. 3, Suite 190

Menlo Park, CA 94025

Phone: 650.376.8500

Fax: 650.923.9590

Email: kt@khoslaventures.com

Aadik Shekar

Attn: Kim Totah, CFO

3000 Sand Hill Road, Bldg. 3, Suite 190

Menlo Park, CA 94025

Phone: 650.376.8500

Fax: 650.923.9590

Email: kt@khoslaventures.com

Fouad Tamer

Attn: Kim Totah, CFO

3000 Sand Hill Road, Bldg. 3, Suite 190

Menlo Park, CA 94025

Phone: 650.376.8500

Fax: 650.923.9590

Email: kt@khoslaventures.com

Kimberly Totah

Attn: Kim Totah, CFO

3000 Sand Hill Road, Bldg. 3, Suite 190

Menlo Park, CA 94025

Phone: 650.376.8500

Fax: 650.923.9590

Email: kt@khoslaventures.com

Name and Address

VK Services, LLC

Attn: Kim Totah, CFO

3000 Sand Hill Road, Bldg. 3, Suite 190

Menlo Park, CA 94025

Phone: 650.376.8500

Fax: 650.923.9590

Email: kt@khoslaventures.com

David Weiden

c/o Khosla Ventures II, LP

2733 Sand Hill Road, Building 3, Suite 170

Menlo Park, CA 94025

Phone: 650.376.8521

Fax: 650.923.9590

WS Investment Company, LLC (2011A)

Attn: James A. Terranova

650 Page Mill Road

Palo Alto, CA 94304

Phone:650-493-9300

Facsimile: 650-493-6811

Triplepoint Capital LLC

Attn: Sajal Srivastava, COO

2755 Sand Hill Rd., Ste. 150

Menlo Park, CA 94025

Phone: (650) 854-2090

Email: legal@triplepointcapital.com

EX-10

Exhibit 10.2

RINGCENTRAL, INC.

2010 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are:

• to attract and retain the best available personnel for positions of substantial responsibility,

• to provide additional incentive to Employees, Directors and Consultants, and

• to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units.

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or

(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(h) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee of the Board, in accordance with Section 4 hereof.

(i) “Common Stock” means the common stock of the Company.

(j) “Company” means RingCentral, Inc., a California corporation, or any successor thereto.

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(k) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

(l) “Director” means a member of the Board.

(m) “Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(n) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(q) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or if no closing sales price was reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

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(r) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.

(s) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(t) “Option” means a stock option granted pursuant to the Plan.

(u) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

(v) “Participant” means the holder of an outstanding Award.

(w) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(x) “Plan” means this 2010 Equity Incentive Plan.

(y) “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant to the early exercise of an Option.

(z) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(aa) “Service Provider” means an Employee, Director or Consultant.

(bb) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

(cc) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation Right.

(dd) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 1,087,443 Shares, plus (i) 412,557 Shares that, as of September 1, 2010, have been reserved but not issued pursuant to any awards granted under the RingCentral, Inc. 2003 Equity Incentive Plan (the “2003 Plan”) and are not subject to any awards granted thereunder, and (ii) any Shares subject to stock options or similar awards granted under the 2003 Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the 2003 Plan that are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 5,906,362 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

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(b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b).

(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

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(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to institute and determine the terms and conditions of an Exchange Program;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));

(x) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award; and

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

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6. Stock Options.

(a) Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine.

(b) Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.

(d) Term of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(e) Option Exercise Price and Consideration.

(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).

(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

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(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(f) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within thirty (30) days of termination, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination. Unless otherwise provided by the

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Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within six (6) months of termination, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent the Option is vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

7. Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights.

(c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.

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(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

8. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

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(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

9. Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

10. Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as

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otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

11. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1^st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

12. Limited Transferability of Awards.

(a) Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or

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enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the proceeding paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this subsection 13(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.

In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

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For the purposes of this subsection 13(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control.

Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

Notwithstanding anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

14. Tax Withholding.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount

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required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

15. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

16. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

17. Term of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner terminated under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.

18. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

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(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

20. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

21. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

22. Information to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii) the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the financial statements being not more than 180 days old and with such information provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.

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RINGCENTRAL, INC.

2010 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT — EARLY EXERCISE & ACCELERATION

Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise & Acceleration (the “Option Agreement”).

I. NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:	$
Total Number of Shares Granted:
Total Exercise Price:	$
Type of Option:	Incentive Stock Option
	Nonstatutory Stock Option
Term/Expiration Date:

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

Twenty-five percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48^th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Participant continuing to be a Service Provider through each such date; furthermore:

Double-Trigger Equity Award Vesting Acceleration. If the Company consummates a “Change in Control” (as defined below) and (a) Participant is terminated by the Company for reasons other than “Cause” (as defined below), death or disability, within sixty (60) days prior to the Change in Control and/or is not hired by the surviving/successor entity, or (b) within twelve (12) months after the Change in Control, the Participant’s employment is terminated by the successor/surviving company for reasons other than “Cause” (as defined below), death or disability, or (c) if the Participant’s employment with the successor/surviving Company is terminated by the Participant for “Good Reason” (as defined below), then, provided that Participant signs and does not revoke a release of all claims against the Company, fifty percent (50%) of the Participant’s then unvested Shares subject to the Option shall immediately vest in full on the Participant’s termination date and be exercisable within ninety (90) days of the Participant’s termination date.

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• “Change of Control” means the occurrence of any of the following events: (A) any colidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization after which the stockholders of the Company immediately prior to such colidation, merger or reorganization, fail to own at least 50% of the voting power of the surviving entity immediately following such colidation, merger or reorganization, (B) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, but excluding in the case of (A) and (B), (x) any colidation or merger effected exclusively to change the domicile or state of incorporation of the Company, or (y) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted or a combination thereof, or (C) a sale, lease or other disposition of all or substantially all of the assets of the Company.

• “Cause” means that the Participant (i) commits fraud, misappropriation, embezzlement or breach of fiduciary duty, (ii) materially breaches or repeatedly fails to perform the Participant’s employment duties to the Company, (iii) breaches the Participant’s Confidentiality Agreement or any other similar agreement between the Participant and the Company, (iv) is found guilty of any criminal act or otherwise commits any act which, in the reasonable discretion of the Company, deems the Participant unfit or unable to continue serving as a Service Provider or (v) is deemed incapacitated in the reasonable discretion of the Company.

• A resignation for “Good Reason” means that the Participant resigns from all positions the Participant then holds with the Company and its affiliates (or the acquirer) and at least one of the following events occurs without the consent of the Participant: (i) a material diminution of at least five percent (5%) in the Participant’s overall compensation (it being agreed that Participant’s failure to achieve or be paid any target bonus does not constitute a 5% reduction of Participant’s overall compensation), (ii) a material diminution in the Participant’s authority,

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responsibilities, or duties (except that a change in job position or title, without more, shall not be a material diminution), or a material diminution in the authority, responsibilities, or duties of the supervisor to whom Participant reports either immediately prior to or after the Change of Control, (iii) the Company or acquirer’s requirement that the Participant relocate the Participant’s primary work location to a location that would increase the Participant’s one-way commute distance by more than thirty (30) miles (than Participant’s current commute distance to the Company’s then-current corporate offices). For Good Reason to be established, the Participant must provide written notice to the Company’s General Counsel within ninety (90) days immediately following such event, the Company must fail to remedy such event within thirty (30) days after receipt of such notice, and the Participant’s resignation must be effective not later than ninety (90) days after the expiration of such cure period. For purposes of notice, if a “diminution” occurs incrementally over a period of time (not to exceed twelve (12) months from the date of the Change in Control), the “event” shall not be deemed to occur at the end of such diminution period.

Termination Period:

This Option shall be exercisable for 90 (ninety) days after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for 6 (six) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

II. AGREEMENT

1. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

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2. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 6 of the Plan as follows:

(a) Right to Exercise.

(i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the Vesting Schedule set forth in the Notice of Stock Option Grant. Alternatively, at the election of Participant, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company’s Repurchase Option (as set forth and defined in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).

(ii) As a condition to exercising this Option for unvested Shares, Participant shall execute the Restricted Stock Purchase Agreement.

(iii) This Option may not be exercised for a fraction of a Share.

(iv) All exercised Shares shall be subject to the Company’s Right of First Refusal (as set forth and defined in the Exercise Notice, attached hereto as Exhibit A).

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

4. Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the

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underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) cash;

(b) check;

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(d) surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company.

6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

7. Non-Transferability of Option.

(a) This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

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(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph.

8. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

9. Tax Obligations.

(a) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.

(c) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

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10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of California.

11. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT	RINGCENTRAL, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address

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EXHIBIT A

2010 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

RingCentral, Inc.

1400 Fashion Island Blvd., 7^th Floor

San Mateo, CA 94404

Attention: Legal Department

1. Exercise of Option. Effective as of today,             ,         , the undersigned (“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase                  shares of the Common Stock (the “Shares”) of RingCentral, Inc. (the “Company”) under and pursuant to the 2010 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement – Early Exercise & Acceleration dated             ,          (the “Option Agreement”).

2. Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan.

5. Company’s Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

(a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

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(b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

(c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

(d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

(f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 5.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock by the Company in an underwritten initial public offering, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

6. Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

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7. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

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8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.

11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

Submitted by:	Accepted by:
PARTICIPANT	RINGCENTRAL, INC.
Signature	By
Print Name	Print Name
	Title
Address:	Address:
	Date Received

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EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	RINGCENTRAL, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such

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longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an ulicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT C-1

RING CENTRAL, INC.

2010 EQUITY INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made between                              (the “Purchaser”) and RingCentral, Inc. (the “Company”) or its assignees of rights hereunder as of             ,         .

Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan shall have the same defined meanings in this Agreement.

RECITALS

A. Pursuant to the exercise of the option granted to Purchaser under the Plan and pursuant to the Stock Option Agreement – Early Exercise & Acceleration (the “Option Agreement”) dated             .          by and between the Company and Purchaser with respect to such grant (the “Option”), which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase                  of those shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement (“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement, which have become vested are sometimes collectively referred to herein as the “Shares.”

B. As required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option.

1. Repurchase Option.

(a) If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the Company shall have the right and option for one hundred eighty (180) days from such date to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the “Repurchase Option”).

(b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating the Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment and

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cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such notice and payment of the aggregate repurchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company.

(c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares.

(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within one hundred eighty (180) days following the termination, the Repurchase Option shall terminate.

(e) The Repurchase Option shall terminate with respect to the Unvested Shares in accordance with the Vesting Schedule contained in Purchaser’s Option Agreement.

2. Transferability of the Shares; Escrow.

(a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.

(b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

(c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

(d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

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3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.

4. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

5. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares, which may be made by the Company pursuant to Section 13 of the Plan after the date of this Agreement.

6. Notices. Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices.

7. Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

8. Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses.

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This discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference.

PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

9. Representations. Purchaser has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

10. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. The Plan, the Option Agreement, the Exercise Notice, this Agreement, and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This Agreement is governed by the internal substantive laws but not the choice of law rules of California.

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Purchaser represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.

PARTICIPANT	RINGCENTRAL, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address
Dated:             ,

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EXHIBIT C-2

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED I,                     , hereby sell, assign and transfer unto RingCentral, Inc.                  shares of the Common Stock of RingCentral, Inc. standing in my name of the books of said corporation represented by Certificate No.          herewith and do hereby irrevocably constitute and appoint                              to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between RingCentral, Inc. and the undersigned dated             ,          (the “Agreement”).

Dated:             ,         Signature:

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser.

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EXHIBIT C-3

JOINT ESCROW INSTRUCTIONS

            ,         

Corporate Secretary

RingCentral, Inc.

1400 Fashion Island Blvd., 7^th Floor

San Mateo, CA 94404

Dear Legal Department:

As Escrow Agent for both RingCentral, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following instructions:

1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option.

3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.

4. Upon written request of the Purchaser, but no more than once per calendar year, unless the Company’s repurchase option has been exercised, you shall deliver to Purchaser a

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certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within one hundred and twenty (120) days after cessation of Purchaser’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option.

5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder.

6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

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14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten (10) days’ advance written notice to each of the other parties hereto.

16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of California.

PURCHASER	RINGCENTRAL, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address
ESCROW AGENT
Corporate Secretary

Dated:

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EXHIBIT C-4

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below.

1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

	TAXPAYER	SPOUSE
NAME:
ADDRESS:
TAX ID NO.:
TAXABLE YEAR:

2. The property with respect to which the election is made is described as follows:             shares (the “Shares”) of the Common Stock of RingCentral, Inc. (the “Company”).

3. The date on which the property was transferred is:            ,        .

4. The property is subject to the following restrictions:

The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.

5. The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms shall never lapse, of such property is: $        .

6. The amount (if any) paid for such property is: $        .

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated:                 ,
	Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated:                 ,
	Spouse of Taxpayer

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RINGCENTRAL, INC.

2010 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

I. NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:
Total Number of Shares Granted:
Total Exercise Price:	$
Type of Option:	Incentive Stock Option
	Nonstatutory Stock Option
Term/Expiration Date:

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule, except that during the Termination Period the Option shall only be exercisable pursuant to the terms set forth below:

Twenty-five percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48^th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Participant continuing to be a Service Provider through each such date.

1

Termination Period:

This Option shall only be exercisable during the 90 (ninety) day period following the date Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable during the Exercise Period(s) that occur(s) during the 6 (six) month period following the date Participant ceases to be a Service Provider (both such periods of time constituting a “Termination Period”). Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

II. AGREEMENT

1. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement. Notwithstanding the foregoing, prior to the expiration of the lock-up period following the Company’s first filing of a registration statement under the Securities Act, as described in Section 4 of this Agreement, and subject to the Termination Period provision set forth in the Notice of Stock Option Grant and Section 13(c) of the Plan, this Option shall only be exercisable during the following exercise periods (the “Exercise Periods”), unless otherwise approved by the Board of Directors:

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

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No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

4. Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect

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to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) cash;

(b) check;

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(d) surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company.

6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. Further, this Option shall only be exercisable within an Exercise Period, under the terms of Section 13(c) of the Plan, or as otherwise provided under the Termination Period in the Notice of Stock Option Grant, as applicable.

7. Non-Transferability of Option.

(a) This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph.

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8. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

9. Tax Obligations.

(a) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.

(c) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of California.

11. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING

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PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT	RINGCENTRAL, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address

6

EXHIBIT A

2010 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

RingCentral, Inc.

1400 Fashion Island Blvd., 7^th Floor

San Mateo, CA 94404

Attention: Legal Department

1. Exercise of Option. Effective as of today,             ,         , (the “Exercise Date”) the undersigned (“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase                  shares of the Common Stock (the “Shares”) of RingCentral, Inc. (the “Company”) under and pursuant to the 2010 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated             ,          (the “Option Agreement”).

2. Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan.

5. Repurchase Rights. The Company shall have the right within ninety (90) days of the date hereof and during any Termination Period, as defined in the Option Agreement, to repurchase the Shares purchased pursuant to this Exercise Notice by giving the Participant notice that it has chosen to exercise such repurchase rights and paying the Fair Market Value determined by the most recent 409A valuation of the Company’s Common Stock prior to the Exercise Date (the “Repurchase Price”). This repurchase right shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public in an underwritten initial public offering, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

6. Acknowledgement of Repurchase Price. Participant acknowledges that the Repurchase Price is equal to the most recent valuation of the Company’s Common Stock for purposes of compliance with Code Section 409A as determined by the Board of Directors of the Company prior to the Exercise Date. By choosing to exercise his or her Option, Participant agrees that he or she will not contest any repurchase based on Section 5 by arguing that the price is not equal to fair market value.

7. Company’s Right of First Refusal. Once the Company’s repurchase rights under Section 5 have expired, before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 7 (the “Right of First Refusal”).

(a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

(b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

(c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 7 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

(d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 7, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 7 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

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(f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 7. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 7, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 7.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

8. Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

9. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

10. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

11. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

12. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.

13. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

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Submitted by:	Accepted by:
PARTICIPANT	RINGCENTRAL, INC.
Signature	By
Print Name	Print Name
	Title
Address:	Address:
	Date Received

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EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	RINGCENTRAL, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such

longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EX-10

Exhibit 10.9

RINGCENTRAL, INC.

BONUS PLAN

1. Purposes of the Plan. This Bonus Plan (the “Plan”) is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company’s objectives.

2. Definitions.

(a) “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

(b) “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the Committee’s authority under Section 3(d) to modify the award.

(c) “Board” means the Board of Directors of the Company.

(d) “Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance Period.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(f) “Committee” means the committee appointed by the Board (pursuant to Section 5) to administer the Plan. Unless and until the Board otherwise determines, the Board’s Compensation Committee will administer the Plan.

(g) “Company” means RingCentral, Inc., or any successor thereto.

(h) “Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time.

(i) “Employee” means any executive or key employee of the Company or of an Affiliate, whether such individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

(j) “Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

(k) “Performance Period” means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over 3 months.

(l) “Plan” means this Bonus Plan, as set forth in this instrument and as hereafter amended from time to time.

(m) “Target Award” means the target award, at 100% performance achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3(b).

(n) “Termination of Service” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

3. Selection of Participants and Determination of Awards.

(a) Selection of Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Periods.

(b) Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant, which generally will be a percentage of a Participant’s average annual base salary for the Performance Period.

(c) Bonus Pool. Each Performance Period, the Committee, in its sole discretion, will establish a Bonus Pool. Actual Awards will be paid from the Bonus Pool.

(d) Discretion to Modify Awards. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and at any time, (i) increase, reduce or eliminate a Participant’s Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. The Committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers.

(e) Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee will, in its sole discretion, determine the performance goals applicable to any Target Award which requirement may include, without limitation, (i) cash flow, (ii) cash position, (ii) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (iii) earnings per share, (iv) net income, (v) net profit, (vi) net sales, (vii) operating cash flow, (xxiv) operating expenses, (xxv) operating income, (xxvi) operating margin, (xxvii) overhead or other expense reduction, (xxviii) product defect measures, (xxix) product release timelines, (xxx) productivity, (xxxi) profit, (xxxii) return on assets, (xxxiii) return on capital, (xxxiv)

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return on equity, (xxxv) return on investment, (xxxvi) return on sales, (xxxvii) revenue, (xxxviii) revenue growth, (xxxix) sales results, (xl) sales growth, (xli) stock price, (xlii) time to market, (xliii) total stockholder return, (xliv) working capital, and individual objectives such as peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on GAAP or Non-GAAP results and any actual results may be adjusted by the Committee for one-time items or unbudgeted or unexpected items when determining whether the performance goals have been met. The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit or Company-wide basis. The performance goals may differ from Participant to Participant and from award to award. The Committee may, in its discretion, determine to set forth the applicable performance goals in writing from time-to-time, which writing shall be attached hereto as Appendix A. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in Section 3(d).

4. Payment of Awards.

(a) Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in this Plan will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

(b) Timing of Payment. Payment of each Actual Award shall be made as soon as practicable as determined by the Committee after the end of the Performance Period during which the Actual Award was earned, but in no event later than the fifteenth day of the third month of the Fiscal Year following the date the Participant’s Actual Award is no longer subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee, a Participant must be employed by the Company or any Affiliate on the last day of the Performance Period to receive a payment under the Plan.

It is the intent that this Plan comply with the requirements of Code Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply.

(c) Form of Payment. Each Actual Award will be paid in cash (or its equivalent) in a single lump sum.

(d) Payment in the Event of Death or Disability. If a Participant dies or becomes Disabled prior to the payment of an Actual Award earned by him or her prior to death or Disability for a prior Performance Period, the Actual Award will be paid to his or her estate or to the Participant, as the case may be, subject to the Committee’s discretion to reduce or eliminate any Actual Award otherwise payable.

5. Plan Administration.

(a) Committee is the Administrator. The Plan will be administered by the Committee or, if no Committee has been appointed, the Plan shall be administered by the Board. The Committee will consist of not less than two (2) members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board.

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(b) Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards, (iii) interpret the Plan and the awards, (iv) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules.

(c) Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law.

(d) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

(e) Indemnification. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

6. General Provisions.

(a) Tax Withholding. The Company will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant’s FICA and SDI obligations).

(b) No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only.

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The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

(c) Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

(d) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

(e) Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award will be paid in the event of the Participant’s death. Each such designation will revoke all prior designations by the Participant and will be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death will be paid to the Participant’s estate.

(f) Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6(e). All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant.

7. Amendment, Termination, and Duration.

(a) Amendment, Suspension, or Termination. The Board, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.

(b) Duration of Plan. The Plan will commence on the date specified herein, and subject to Section 7(a) (regarding the Board’s right to amend or terminate the Plan), will remain in effect thereafter.

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8. Legal Construction.

(a) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also will include the feminine; the plural will include the singular and the singular will include the plural.

(b) Severability. In the event any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

(c) Requirements of Law. The granting of awards under the Plan will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d) Governing Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions.

(e) Bonus Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c) and will be construed and administered in accordance with such intention.

(f) Captions. Captions are provided herein for convenience only, and will not serve as a basis for interpretation or construction of the Plan.

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APPENDIX A

2012 Performance Goals

(As amended on September 18, 2012)

1. H1 2012 Performance Period and Performance Goals. For the first half of calendar year 2012, there are two quarterly Performance Periods, ending on March 31 and June 30 (each, an “H1 2012 Performance Period”). For each H1 2012 Performance Period, there are two equally weighted (50% each) performance goals (each, an “H1 2012 Performance Goal”): H1 Revenue and H1 Free Cash Flow (each as defined below). The chart below illustrates the H1 Revenue and H1 Free Cash Flow targets for each of the H1 2012 Performance Periods.

H1 2012 Performance Period	H1 Revenue Target (in millions)	H1 Free Cash Flow Target (in millions)
Q1	$24.8	($4.3)
Q2	$27.8	($8.3)
TOTAL	$52.6	($12.6)

“H1 Revenue” means as to any H1 2012 Performance Period, the Company’s or a business unit’s net revenues generated from third parties.

“H1 Free Cash Flow” means as to any H1 2012 Performance Period, the Company’s cash flow from operations less the capital expenditures, as presented on the quarterly cash flow statement. The free cash flow target for H1 2012 assumes that the Company will have negative free cash flow in each quarter.

2. Funding of H1 2012 Bonus Pool. Subject to the terms of Plan, including but not limited to Section 3(d) of the Plan, following the end of an H1 2012 Performance Period, the Committee will determine the extent to which each of the H1 2012 Performance Goals are achieved in accordance with the following guidelines.

a. If the Company achieves less than 90% of the H1 Revenue H1 2012 Performance Goal OR achieves more than 111.1% (negative) of the H1 Free Cash Flow H1 2012 Performance Goal during an H1 2012 Performance Period, the H1 2012 Bonus Pool will not fund.

b. If the Company achieves 90% or more of the H1 Revenue H1 2012 Performance Goal AND achieves 111.1% (negative) or less of the H1 Free Cash Flow H1 2012 Performance Goal, the H1 2012 Bonus Pool will fund as follows with respect to each H1 2012 Performance Goal during such H1 2012 Performance Period based on the percentage achievement. The chart below illustrates the funding multiple that will apply to each H1 Performance Goal.

H1 Performance Goal Achievement Revenue (Positive)	H1 Performance  Goal Achievement Free Cash Flow (Negative)	H1 Bonus Pool Funding Multiple*
90%	111.1%	.90x
92%	108.7%	.92x
94%	106.4%	.94x
96%	104.2%	.96x
98%	102.0%	.98x
100%	100.0%	1.00x
102%	98.0%	1.02x
104%	96.2%	1.04x
106%	94.3%	1.06x
108%	92.6%	1.08x
110%	90.9%	1.10x
112%	89.3%	1.12x
114%	87.7%	1.14x
116%	86.2%	1.16x
118%	84.7%	1.18x
120% and above	83.3% and below	1.20x

* “x” equals target bonus amount at 100% of performance goal achievement

Illustration

For example, if the Company achieves its H1 Revenue at 93% of target and H1 Free Cash Flow at 111.1%, the H1 2012 Bonus Pool will fund as to 91.5%, determined as follows:

• 46.5% on achievement of the revenue goal (50% weighted target * .93x)

• 111.1% on achievement of the free cash flow goal (50% weighted target * .90x)

3. H2 2012 Performance Period and Performance Goals. For the second half of calendar year 2012, there are two quarterly Performance Periods, ending on September 30 and December 31 (each, an “H2 2012 Performance Period”). For each H2 2012 Performance Period, there are two

2012 Bonus Plan Appendix A - August Amendment -2-

equally weighted (50% each) performance goals (each, an “H2 2012 Performance Goal”): H2 Revenue and H2 Operating Income (each as defined below). The chart below illustrates the H2 Revenue and H2 Operating Income targets for each of the H2 2012 Performance Periods.

H2 2012 Performance Period	H2 Revenue Target (in millions)	H2 Operating Income Target (in millions)
Q3	$28.8	($6.048)
Q4	$31.1	($6.309)
TOTAL	$59.9	($12.357)

“H2 Revenue” means as to any H2 2012 Performance Period, the Company’s or a business unit’s net revenues generated from third parties.

“H2 Operating Income” means as to any H2 2012 Performance Period, the Company’s non-GAAP income from operations (revenues less cost of revenues and operating expenses, excluding the impact of stock-based compensation expense, amortization of acquisition related intangibles, and income tax effects of the excluded items), as adjusted for certain acquisitions, as presented on the quarterly income statement. The operating income target for H2 2012 assumes that the Company will have negative operating income in each quarter.

4. Funding of H2 2012 Bonus Pool. Subject to the terms of Plan, including but not limited to Section 3(d) of the Plan, following the end of an H2 2012 Performance Period, the Committee will determine the extent to which each of the H2 2012 Performance Goals are achieved in accordance with the following guidelines.

c. If the Company achieves less than 90% of the H2 Revenue H2 2012 Performance Goal OR achieves more than125% (negative) of the H2 Operating Income H2 2012 Performance Goal during an H2 2012 Performance Period, the H2 2012 Bonus Pool will not fund.

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d. If the Company achieves 90% or more of the H2 Revenue H2 2012 Performance Goal AND achieves 125% (negative) or less of the H2 Operating Income Performance Goal), the H2 2012 Bonus Pool will fund as follows with respect to each H2 2012 Performance Goal during such H2 2012 Performance Period based on the percentage achievement. The chart below illustrates the funding multiple that will apply to each Performance Goal.

H2 Performance Goal Achievement Revenue (Positive)	H2 Performance Goal Achievement Operating Income (Negative)	H2 2012 Bonus Pool Funding Multiple*
N/A	125.0%	.80x
N/A	117.6%	.85x
90%	111.1%	.90x
92%	108.7%	.92x
94%	106.4%	.94x
96%	104.2%	.96x
98%	102.0%	.98x
100%	100.0%	1.00x
102%	98.0%	1.02x
104%	96.2%	1.04x
106%	94.3%	1.06x
108%	92.6%	1.08x
110%	90.9%	1.10x
112%	89.3%	1.12x
114%	87.7%	1.14x
116%	86.2%	1.16x
118%	84.7%	1.18x
120% and above	83.3% and below	1.20x

* “x” equals target bonus amount at 100% of performance goal achievement

Illustration

For example, if the Company achieves its H2 Revenue at 93% of target and H2 Operating Income at 111.1%, the H2 2012 Bonus Pool will fund as to 91.5%, determined as follows:

• 46.5% on achievement of the revenue goal (50% weighted target * .93x)

• 111.1% on achievement of the operating income goal (50% weighted target * .90x)

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EX-21

Exhibit 21.1

List of Subsidiaries

Name	Jurisdiction of Incorporation
RCLEC, Inc.	Delaware
RingCentral UK Ltd.	United Kingdom
RingCentral Canada, Inc.	Canada
Xiamen RingCentral Software Co., Ltd.	China
RingCentral CH GmbH	Switzerland
RingCentral B.V.	Netherlands

COVER

July 26, 2013

VIA EDGAR AND COURIER

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:	Barbara C. Jacobs
	Jan Woo
	Amanda Kim
	Melissa Walsh

Re: RingCentral, Inc.

Confidential Draft Registration Statement on Form S-1

Submitted June 24, 2013

CIK No. 0001384905

Ladies:

On behalf of RingCentral, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated July 19, 2013, relating to the Company’s Confidential Draft Registration Statement on Form S-1 confidentially submitted to the Commission on June 24, 2013 (the “Registration Statement”). On behalf of the Company, we thank you and the other members of the Staff for your prompt response to the Company’s request for comments.

We are concurrently confidentially submitting via EDGAR this letter and a revised confidential draft Registration Statement on Form S-1. For the convenience of the Staff, we have enclosed herewith for confidential review by the Staff four marked copies showing changes from the prior Registration Statement submitted on June 24, 2013 and four copies of certain exhibits referenced therein that were not provided with the submission of the prior Registration Statement.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of the revised Registration Statement.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 2

General

1. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

The Company advises the Staff that neither the Company nor anyone authorized on behalf of the Company has provided written materials to potential investors that are qualified institutional buyers or institutional accredited investors in reliance on Section 5(d) of the Securities Act. The Company undertakes to provide the Staff with copies of such materials in the event that they are provided to potential investors that are qualified institutional buyers or institutional accredited investors in the future.

In addition, the Company advises the Staff that no broker or dealer that is participating or will participate in the offering has published or distributed research reports about the Company in reliance upon Section 2(a)(3) of the Securities Act added by Section 105(a) of the Jumpstart our Business Startups Act. The Company undertakes to provide the Staff with copies of such research reports in the event that they are published or distributed in the future.

2. We will process your amendments without price ranges. Since the price range you select will affect disclosure in several sections of the filing, we will need sufficient time to process your amendments once a price range is included and the material information now appearing blank throughout the document has been provided. The effect of the price range on disclosure throughout the document may cause us to raise issues on areas not previously commented on.

The Company acknowledges the Staff’s comment and understands that the Staff will need sufficient time to review the filing after the price range is included, and that the inclusion of the price range may cause the Staff to issue additional comments. The Company will provide the price range in a subsequent amendment to the Registration Statement when available.

3. Please supplementally provide us with copies of any graphical materials or artwork you intend to use in your prospectus. Upon review of these materials, we may have further comments. Please refer to Question 101.02 of our Compliance and Disclosure Interpretations relating to Securities Act Forms available.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 3

The Company acknowledges the Staff’s comment and supplementally advises the Staff that it will promptly provide any graphical materials or artwork the Company intends to use in its prospectus when available and that upon review of these materials the Staff may have further comments.

Prospectus Summary, page 1

4. Please provide support for the assertion that you are “a leading provider of software-as-a-service, or SaaS, solutions for business communications.”

In response to the Staff’s comment, the Company has supplementally provided herewith as Exhibit A, the third party support for its assertion that it is “a leading provider of software-as-a-service, or SaaS, solutions for business communications.” To expedite the Staff’s review, the Company has marked each source to highlight the applicable portion or section containing the support.

5. With respect to all third-party statements in your prospectus – such as market data by IDC, Gartner, or Infonetics Research – please provide us with the relevant portion of the industry research reports you cite. To expedite our review, please clearly mark each source to highlight the applicable portion of the section containing the statistic, and cross-reference it to the appropriate location in your prospectus. Also, please tell us whether any of the reports were prepared for you or in connection with the offering.

In response to the Staff’s comment, the Company has supplementally provided herewith as Exhibit B, pursuant to Rule 418, the relevant portions of the industry research reports cited along with a cross-reference to the appropriate location in the Registration Statement. To expedite the Staff’s review, the Company has marked each source material to highlight the applicable portion or section containing the statistic and cross-referenced it to the appropriate location in the Registration Statement. The Company further advises the Staff that none of the cited industry research reports was prepared for the Company or prepared in anticipation of, or in connection with, the proposed offering.

6. Please tell us whether the company will be a “controlled company” under the definition of the applicable stock exchange and provide appropriate disclosure on the prospectus cover page, prospectus summary and risk factors to the extent appropriate.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 4

The Company confirms that it will not be a “controlled company” and does not intend to rely on the “controlled company” exemption from the corporate governance requirements of the stock exchange on which the Company will be listed.

Risk Factors, page 14

7. Please revise the sentence in the introductory paragraph to eliminate the disclaimer regarding omission of risks of which you are not currently aware or believe are immaterial. We will not object if you state that this section includes risks you consider material of which you are currently aware.

In response to the Staff’s comment, the Company has revised the introductory paragraph to the risk factors on page 10 of the Registration Statement to delete the disclaimer.

We rely on third parties to deliver all our services..., page 11

8. Please tell us what consideration you have given to providing a description of your material agreements with your third-party network service providers in the Business section of your prospectus and filing the agreements as exhibits to the registration statement pursuant to Item 601(b)(10) of Regulation S-K. It appears that you may be substantially reliant upon any such agreements with these third parties that deliver all of your services and connectivity.

The Company acknowledges the Staff’s comment and respectfully submits that it does not believe that the agreements with its third-party network service providers are material and accordingly do not need to be filed as exhibits to the Registration Statement pursuant to Item 601(b)(10) of Regulation S-K. The third-party network service provider agreements are the type that ordinarily accompany the kind of business conducted by the Company, and the Company believes these agreements contain customary terms and conditions. The Company currently uses several network service providers to terminate its inbound and outbound traffic. The Company has moved its traffic amongst these service providers in the past and thus does not depend on any single service provider. The Company believes its reliance on its third-party network service providers will decrease in the near future as the Company expects to begin obtaining certain network services from its subsidiary, RCLEC, Inc. Pursuant to the agreements with our largest providers, the network service provider either has no right to terminate the contract or a statement of work under the contract for a specific service, absent cause or default by the Company, or may terminate the contract or a statement of work for a specific service only at the end of the then-current term, with at least 40 days’ advance notice. If the Company were to receive notice from any of its network service providers of its intent to terminate the agreement, the Company believes that a transition to a new network service

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 5

provider would not cause substantial harm to the Company’s business or operating results.

For the foregoing reasons, the Company does not believe that its business is substantially dependent on its agreements with its third-party network service providers and is therefore not required to file any of the agreements with such providers as exhibits to the Registration Statement under Item 601 of Regulation S-K.

We rely significantly on a network of resellers to sell our services..., page 16

9. Please tell us what consideration you have given to disclosing that some of your resellers upon which you rely are also competitors. For example, it appears that AT&T serves as one of your resellers but is also a competitor for business communication solutions.

In response to the Staff’s comment, the Company has revised its disclosure on page 17 of the Registration Statement to clarify that certain of the Company’s resellers are also competitors.

We rely on third parties for software development..., page 19

10. You state that you rely on various third parties for software development efforts, quality assurance and customer support. On page 21, you discuss various agreements that you have entered into with respect to your intellectual property, including confidentiality and invention assignment provisions in connection with the outsourcing of certain software development and quality assurance. In the notes to the financials, you state that you have purchased a significant portion of your software development efforts from third-party vendors located overseas for the past three fiscal years and most recent quarterly period. Please provide us with your analysis as to why you believe that these agreements are not required to be filed for purposes of Item 601(b)(10) of Regulation S-K.

The Company acknowledges the Staff’s comment and respectfully submits that it does not believe that the agreements with its third-party software development, quality assurance and customer support providers are material and accordingly do not need to be filed as exhibits to the Registration Statement pursuant to item 601(b)(10) of Regulation S-K. The Company has longstanding relationships with these providers, which have historically been and currently are

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 6

in good standing. These agreements are the type that ordinarily accompanies the kind of business conducted by the Company and these agreements contain customary terms and conditions for the types of services provided. The Company believes that it would be readily able to hire employees or independent contractors directly to provide these services, at a cost to the Company that is not materially higher than the cost incurred with its current software development, quality assurance and customer support providers. The software development and quality assurance providers provide primarily new product development services rather than operational or maintenance services. Consequently if any of these development services agreements were terminated, the Company believes it would be able to continue to operate and deliver its services without any material disruption to the Company’s business. The agreements are either not terminable by the third-party service provider, other than at the end of the term or upon an uncured breach by the Company, or require at least 60 days’ prior written notice of termination, which the Company believes would provide it with sufficient time to transition to a new provider without causing substantial harm to the Company’s business or operating results.

For the foregoing reasons, the Company does not believe that its business is substantially dependent on its agreements with any one of the third-party software development, quality assurance and customer support providers and is therefore not required to file any of the agreements with such providers as exhibits to the Registration Statement under Item 601 of Regulation S-K.

Industry and Market Data, page 47

11. Your statement that the investors should not construe “as representations of fact” the data and information by Gartner appears to suggest that investors should not rely on this information. To the extent that you have included estimates and quantitative data by Gartner to support your statements regarding the industry, business, and potential market, investors should be able to rely on this information. Please revise.

In response to the Staff’s comment, the Company has revised its disclosure on page 47 of the Registration Statement to delete the statement that the data and information by Gartner “are not representations of fact.”

Use of Proceeds, page 48

12. It appears based on your disclosure on page 48 that you may use a portion of the proceeds to repay the outstanding balance under your debt facilities. Once you determine the amount of debt to be repaid, please revise to include pro forma earnings per share information giving effect to the number of shares issued in the offering whose proceeds will be used to extinguish a portion of your outstanding debt. Please ensure that the footnotes to your pro forma disclosures clearly support your calculations of both the numerator and denominator used in your pro forma disclosures. We refer you to SAB Topic 3.A and Rule 11-01(a)(8) and Rule 11-02(b)(7) of Regulation S-X.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 7

The Company acknowledges the Staff’s comment and advises the Staff that the Company has not determined the amount of debt to be repaid prior to maturity, if any, using the proceeds from this offering. To the extent that the Company determines to use a portion of the proceeds to repay such debt prior to the completion of this offering, the Company will adjust its pro forma disclosures accordingly.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 56

13. Please consider expanding your overview section to discuss some of the issues and uncertainties related to your proposed investments in an effort to address larger enterprise customers and access growth opportunities in international markets. It appears that you are focused on these matters based on your disclosures throughout the prospectus, including the prospectus summary, and should discuss them in the Management’s Discussion and Analysis section. See Item 303(a) of Regulation S-K and SEC Release No. 33-8350.

In response to the Staff’s comment, the Company has revised the overview section of the Management’s Discussion and Analysis on page 57 of the Registration Statement to discuss some of the issues and uncertainties related to the Company’s proposed investments to address larger enterprise customers and access growth opportunities in international markets.

14. Please also consider expanding your overview section to discuss some of the uncertainties associated with your patent infringement litigation.

In response to the Staff’s comment, the Company has revised the overview section of the Management’s Discussion and Analysis on page 57 of the Registration Statement to discuss some of the uncertainties associated with the Company’s patent infringement litigation.

Key Business Metrics, page 58

15. On page 15, you state that your success largely depends upon tracking the conversion of free trial customers to paying customers yet we cannot locate discussion of this metric. Please advise or revise to provide quantification for each period presented.

The Company respectfully advises the Staff that it does not consider the conversion of free trial customers to paying customers to be a key metric for its business. This is not a key business metric that is closely tracked by the Company. The Company does not measure the performance of or compensate its sales representatives and VARs based on the free trial to paid conversion rate. The rate at which the Company’s customers convert from free trial to paying customers is already captured (in dollar terms) in the Annualized Exit Monthly Recurring Subscriptions and Net Monthly Subscription Dollar Retention Rate because the revenues associated with those customers are reflected in those dollar-based measurements. Unlike a traditional opt-in model to convert a customer from a free trial to a paid service, the Company’s model requires that a customer provide a credit card up front and agree that the Company can automatically begin billing the customer as soon as the trial period ends, unless the customer opts out of the service.

In addition, in response to the Staff’s comment, the Company has revised the disclosure on page 15 of the Registration Statement to clarify the significance of converting free-trial customers to paying customers.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 8

16. We note that your business model focuses on acquiring and retaining customers, as well as increasing the number of users within your customer base. Please tell us what consideration you gave to identifying the number of customers as a key metric, quantifying your subscription renewal rates for the periods presented, and discussing and analyzing any material changes in renewal rates. To the extent that renewal rates and the number of existing customers versus new customers are key indicators used by management to monitor your business, revise your MD&A disclosures to include both a quantitative and qualitative discussion of such metrics. If you do not believe these are key metrics, then please explain why. Refer to Item 303(a)(3) of Regulation S-K and Section III.B.1 of SEC Release No. 33-8350.

The Company respectfully advises the Staff that, while the Company does track its total number of customers, it does not consider its number of customers to be a key metric for its business. The Company uses “dollar-based” metrics such as Annualized Exit Monthly Recurring Subscriptions and Net Monthly Subscription Dollar Retention Rate, to measure its performance. The Company believes the number of customers is not a “dollar-based measurement” because the “dollar-value” of each of the Company’s customers varies widely for several reasons including, but not limited to: all customers do not have the same number of users; all customers do not pay the same monthly subscription price; the subscription term is not the same for all customers. Because of the variability in a customer’s “dollar value” relative to other customers, the Company does not believe that unit measures, such as the number of customers, provide meaningful insight into the performance of the Company’s business.

Results of Operations, page 62

17. We note several instances in which your discussion of the results of operations does not quantify sources of material changes. For example, you disclose on page 63 that services revenue increased during the three months ended March 31, 2013 “primarily due to the acquisition of new customer and an increase in the number of users within our existing customer base.” Where a material change is attributed to two or more factors, the contribution of each identified factor should be described in quantified terms for each of the periods discussed. See Item 303(a)(3)(iii) of Regulation S-K and Section III.D of SEC Release No. 33-6835. Please revise your disclosures accordingly.

In response to the Staff’s comment, the Company has revised the disclosures on pages 64, 66 and 68 of the Registration Statement to focus on the primary drivers that are quantifiable with respect to the gross margin changes in the results of operations section.

The Company supplementally advises the Staff that, as noted in Response 16 above, the Company did not quantify revenue growth from new and existing customers as the subscribing patterns of the Company’s customers vary significantly, with some customers making a small initial user subscription, followed by large future additional user subscriptions, while other customers make large initial user subscriptions, followed by smaller future additional user subscriptions. In addition, the period of time between a customer’s initial subscription and follow-on additions to subscriptions also varies significantly, ranging from a few months to a few years. The Company respectfully advises the Staff that quantifying the amount of initial purchases and follow-on purchases would result in volume trends in these categories that vary for reasons that are not related to trends in the Company’s business.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 9

Share-Based Compensation, page 75

18. You state that there was no single event causing the valuation of your common stock to change but rather a combination of factors, including a series of events related to your continued growth. Please disclose in more detail what these series of events were. In describing these factors, relate these factors to the changes in assumptions.

In response to the Staff’s comment, the Company has revised the disclosures on pages 78, 79 and 80 to the Registration Statement to further describe the series of events related to the changes to the valuation of the Company’s common stock and related changes in assumptions.

19. For each of the stock option grants that you assigned a fair value per share of the underlying common stock based on a straight-line calculation between two valuation dates, please explain why no common stock valuations were warranted at or around the grant dates. Describe the specific intervening events related to your continued growth and the improvement in the U.S. economy that support a straight-line increase in the value assigned to your common stock. Tell us why it was not considered appropriate to use the earlier valuation, if there were no significant events that would affect your enterprise value, such as milestones or progress toward your initial public offering.

The Company acknowledges the Staff’s comment and supplementally advises the Staff that the Company applied the straight-line calculation to grants for the period from January 2012 to May 2012 and from January 2013 to March 2013. During this period, the Company obtained quarterly valuation reports. With the benefit of hindsight, in evaluating the values for stock compensation purposes, the Company performed a retrospective analysis for assessing the fair value of its common stock for financial reporting purposes. In doing so, the Company considered the proximity of the grant to the respective earlier and latter valuation reports, the potential existence of discrete events between valuations, and known changes in overall Company performance or projections. After considering these factors, the Company concluded that no individual discrete event (e.g., key customers, changes in product offerings, significant events in the U.S. economy) between these valuation dates would have triggered a material increase in the fair value of the Company’s common stock in excess of the increase resulting from the application of the straight-line calculation. All other grants in the period from January 2012 through March 2013 were made contemporaneously with the receipt of third-party valuations.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 10

20. Please tell us why the March 7, 2012 grants do not appear to be included in the table on page 77 that show the stock options granted from January 1, 2012 to March 31, 2013. Also, note that there appears to be a typographical error in the third paragraph on page 78 using the date of March 7, 2013 for the discussion pertaining to the March 7, 2012 grants.

In response to the Staff’s comment, the Company has revised the disclosures on pages 77 and 78 to the Registration Statement to include the March 7, 2012 grant and to correct the typographical error, respectively.

21. Consider revising your disclosure to include the intrinsic value of all outstanding vested and unvested options based on the difference between the estimated IPO price and the exercise price of the options outstanding as of the most recent balance sheet date included in the registration statement. In view of the fair-value-based method of FASB ASC 718, disclosures appropriate to fair value may be more applicable than disclosures appropriate to intrinsic value.

The Company acknowledges the Staff’s comment and advises the Staff that, once the Company’s proposed IPO price range is available, it will revise the Registration Statement to disclose the intrinsic value of all of the Company’s outstanding vested and unvested options based on the difference between the estimated IPO price and the exercise price of the options outstanding as of the most recent balance sheet date included in the Registration Statement.

Accordingly, in response to the Staff’s comment, the Company has revised page 77 to the Registration Statement.

22. When your estimated IPO price is known and included in your registration statement, please reconcile and explain the difference between the fair value of the underlying stock as of the most recent valuation date and the midpoint of your IPO offering range.

The Company acknowledges the Staff’s comment and advises the Staff that once the estimated IPO price is available, the Company will revise the Registration Statement to describe the significant factors contributing to the difference between the midpoint of the estimated IPO price range and the fair value of the Company’s common stock as of the most recent valuation date.

23. When known, please tell us: your proposed IPO price; when you first initiated discussions with underwriters; and when the underwriters first communicated their estimated price range and amount for your stock.

The Company acknowledges the Staff’s comment and advises the Staff that the Company will provide the proposed IPO price range when available. In addition, the Company

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 11

supplementally advises the Staff that while the Company first held formal discussions with the underwriters for the purpose of engaging them for the proposed offering in May 2012, none of the underwriters provided the Company with a valuation of the Company, nor has any underwriter provided the Company with a valuation since such date. The Company will advise the Staff of the Company’s proposed IPO price range when it is available, including the date on which the underwriters first communicated to the Company the IPO price range and amount of the Company’s common stock to be offered in the proposed Offering.

24. Continue to update the information for all equity-related transactions and changes in fair value through the effective date of the registration statement.

The Company acknowledges the Staff’s comment and advises the Staff that the Company will continue to provide the requested information in all subsequent amendments to the Registration Statement.

Liquidity and Capital Resources, page 80

25. Please consider revising your disclosures to focus on the primary drivers and other material factors necessary to obtain an understanding of your cash flows and the indicative value of historical cash flows. As an example, please consider revising to discuss working capital deficit and current ratio at each balance sheet date and the impact it has on your cash flows. We refer you to Section IV.B of SEC Release No. 33-8350.

In response to the Staff’s comment, the Company has revised the disclosures on pages 81-83 to the Registration Statement to disclose the Company’s working capital deficits and current ratios at each balance sheet date and the impact on the Company’s cash flows.

26. Your disclosure indicates that you believe your existing liquidity sources will be sufficient to meet your cash requirements for at least the next 12 months. We also note that you have a working capital deficit of $11.2M and negative operating cash flow of $9.5M as of and for the three months ended March 31, 2013. Given these negative factors, please tell us in further detail how you will be able to conduct planned operations using only currently available capital resources. Also, please tell us why you believe the $4M in debt financing dependent on a Form S-1 submission and puttable preferred stock should be included as a currently available resources. As part of your response, tell us how the related termination and availability provisions were considered. We refer you to Item 303(a)(1) and Instructions 2 and 5 to Item 303(a) of Regulation S-K, Section IV of SEC Release No. 33-8350, and Section III.C of SEC Release No. 33-6835 for additional guidance.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 12

The Company acknowledges the Staff’s comment and supplementally advises the Staff that the Company believes that its existing liquidity sources, including outstanding cash and cash equivalents, $4 million of additional debt financing and $7.5 million of puttable preferred stock, will satisfy our cash requirements for at least the next 12 months. Specifically, based on its internal forecasts, the Company does not currently consider the level of projected negative operating cash flows as of and for the three months ended March 31, 2013 as necessarily indicative of the results that it expects for the rest of 2013.

With respect to the $4 million in debt financing, the funds were legally available to the Company upon the submission of an initial registration statement. The Company confirmed with the lender that the funds would be available after submission of the initial confidential submission of the Registration Statement, and on June 28, 2013, the Company drew down the $4 million in debt financing. The $7.5 million puttable preferred stock was legally available to the Company and was fully committed with no contingencies within the investors’ control.

Based on these considerations, at the date of the initial confidential submission of the Registration Statement, considering the level of the Company’s expected negative operating cash flows and currently available sources of financing, the Company believes that it has sufficient liquidity sources available to it to last for at least the next 12 months.

In the context of Item 303(a)(1) of Regulation S-K, which requires the disclosure of known trends or any known demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the registrant’s liquidity increasing or decreasing in any material way, and following the initial confidential submission of the Registration Statement, the Company views the scope of the discussion of liquidity in the broadest sense of current and future sources of liquidity, which would also include the funds from the proceeds of this offering. The Company has therefore revised the disclosure on page 83 of the Registration Statement to disclose the future available sources of liquidity from this offering.

27. We note from the notes to your financial statements that you were in compliance with all debt covenants. Please discuss the extent of headroom in the financial covenants of loan and security agreements in more detail by disclosing the significant financial and other covenants, identifying the levels and ratios required by the covenants, and disclosing your actual levels and ratios corresponding to each covenant.

In response to the Staff’s comment, the Company has revised the disclosures on page 85 to the Registration Statement to provide more detail about the operating covenants in the Company’s loan and security agreements. The Company supplementally advises the Staff that the Company’s loan and security agreements do not include any financial covenants nor any required levels or ratios.

Business, page 88

28. We note your disclosure that you have not disclosed the amount of backlog pursuant to Item 101(c)(1)(viii) of Regulation S-K. Please advise. If you believe that the dollar amount of the backlog orders are not material to an understanding of the company’s business as a whole, explain the basis on which you conclude that the backlog levels in the prior two years, as well as the level in the most recent period were not material. Provide quantitative information in this respect.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 13

The Company acknowledges the Staff’s comment and supplementally advises the Staff that although the Company occasionally enters into annual or multi-year contracts with its customers, the majority of its contracts are for one-month terms with no contractual commitment beyond the current term. If the annual contract is paid up front, the amount is included in current deferred revenue at the date of payment and amortizes through the 12-month period. Therefore, backlog would only represent the amounts payable under multi-year contracts beyond the first year where the customer has elected to pay for that subscription annually. As this amount is currently and historically has been immaterial, the Company believes that a discussion of backlog would not be material to understanding its business taken as a whole, as most of the amount of contracted revenues are already reflected as deferred revenue.

In addition, the Company does not believe that contractual backlog is a meaningful indicator of future revenues given that this backlog amount would be modest and respectfully advises the Staff that the disclosure of backlog amounts is not required under Item 101(c)(1)(viii) of Regulation S-K. If the Company experiences significant changes in the number of annual or multi-year customers that elect to be billed on an annual basis, it will consider at that time whether a discussion of backlog would be material to an understanding of the Company’s business.

Our Customers, page 97

29. We note your disclosure that “no single non-reseller customer” accounted for more than 10% of your total revenues in 2010, 2011, 2012 or the three months ended March 31, 2013. However, we note that you repeatedly list AT&T in the prospectus on pages 2, 4, 16, 56, 88, 94, and 98 as an example of a reseller among a network of over 1,000 resellers. Please tell us, with a view toward disclosure, whether AT&T was a significant reseller and the amount of total revenue attributable to AT&T for each of the periods presented in your financial statements.

The Company acknowledges the Staff’s comment and respectfully informs the Staff that sales through AT&T have never represented more than 10% of the Company’s total revenues. Notwithstanding this fact, given its strong brand and significant market presence of AT&T, the Company believes it is important to disclose AT&T as an example of a reseller of the Company’s services. If sales through AT&T become greater than 10% of the Company’s total revenues, the Company will revise future disclosures to reflect as such.

Certain Relationships and Related Party Transactions, page 123

30. We note that three of your directors is affiliated with three significant shareholders, Sequoia Capital, Khosla Ventures and entities affiliated with Vladimir Shmunis. Please tell us, with a view toward disclosure, whether you have an agreement with these principal shareholders to have representation on the board.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 14

In response to the Staff’s comment, the Company has revised the disclosure on page 124 to the Registration Statement to disclose the voting agreement with these principal shareholders which will expire upon the consummation of the IPO.

Principal and Selling Stockholders, page 125

31. Please note that when you disclose the identities of the selling shareholders in the filing, with respect to the shares to be offered for resale by legal entities, the individual or individuals who exercise the voting and dispositive powers should be disclosed. See Question 140.02 of our Compliance and Disclosure Interpretations relating to Regulation S-K. Also advise whether any of the selling shareholders are broker-dealers or affiliates of broker-dealers.

The Company acknowledges the Staff’s comment and advises the Staff that once the selling stockholders have been determined and the identities of the selling stockholders are disclosed, the Company will also disclose the individual or individuals who exercise the voting and dispositive powers with respect to the shares to be offered for resale by legal entities, and the Company will confirm whether any selling stockholders are broker-dealers or affiliates of broker-dealers.

32. In footnotes three and nine, you disclaim beneficial ownership with respect to all shares except to the extent of respective pecuniary interests. Please note that Instruction 2 to Item 403 of Regulation S-K states that beneficial ownership pursuant to Item 403 is determined in accordance with Exchange Act Rule 13d-3, which states that beneficial ownership is based on voting and/or investment power, not pecuniary interest. Please revise.

In response to the Staff’s comment, the Company has revised the disclosures on page 127 to the Registration Statement to disclose beneficial ownership based on voting and investment power.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 15

Notes to Consolidated Financial Statements

Note 1. Description of Business and Summary of Significant Accounting Policy

Internal-Use Software Development Costs, page F-10

33. You indicate that capitalized internal-use software development costs begin to be amortized when the underlying project becomes commercially available. Tell us how your accounting complies with the guidance in ASC 350-40-35-6.

In response to the Staff’s comment, the Company has revised the disclosure on page F-10 to the Registration Statement to clarify that the Company begins amortization in accordance with the specific guidance in ASC 350-40-35-6.

The Company supplementally informs the Staff that the Company believes its accounting complies with the guidance in ASC 350-40-35-6 and commences amortization of each component of software projects when it is ready for its intended use, which generally occurs after all substantial testing is completed.

Revenue Recognition, page F-11

34. We note you enter into multiple-deliverable arrangements comprised of services and products. Tell us how you have determined that the sale of products qualify as a separate unit of accounting. Please explain why you believe that the products, which are allocated based on BESP, have value to the customer on a standalone basis. Your response should address how your conclusion considered your inability to support fair value of the deliverable using VSOE or TPE. That is, clarify whether you sell or a third-party sells the products separately or the customer could resell the products on a standalone basis. Explain why this deliverable has standalone value even without a market. In addition, describe in greater detail the basis for establishing BESP. Finally, please tell us if your multiple-deliverable arrangements include a general right of return relative to the delivered item or items and if delivery or performance of the undelivered item or items are probable and substantially controlled by you. See ASC 605-25-25-5.

In response to the Staff’s comment, the Company has revised the disclosure on page F-12 to the Registration Statement to address this requirement of ASC 605-25-25-5(c).

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 16

In addition, the Company supplementally informs the Staff that the Company has determined that the sale of products qualify as a separate unit of accounting as follows.

The products that the Company sells are comprised of office phones that are manufactured by major suppliers of this type of equipment. Although the products are shipped pre-configured for use with the Company’s services, the products could be used by the Company’s customers independent of the Company’s services before or after the configuration takes place. Furthermore, the same phone products are sold on a standalone basis by many vendors. As a result, the Company determined that the phone products have standalone value in accordance with ASC 605-25-25-5(a).

The Company is unable to establish VSOE of its phone product sales because the Company does not generally sell the phone products separately from its subscription services. The Company was unable to establish reliable TPE as the selling price for phone products because while the Company was able to observe prices for the same phones and accessories sold by other vendors, the Company found such prices to vary widely. As these vendors included a mix of online and specialty retailers that have large volumes of sales of office equipment to small and mid-sized businesses, their prices are not considered consistent with the Company’s pricing practices. Similarly, the Company did not use the prices that it pays to its wholesale suppliers in the evaluation of TPE because that transaction does not represent a sale to a similarly situated customer. Accordingly, the Company determined that the selling price for products should be based on BESP.

The Company establishes BESP as a point estimate derived from its list price less a discount that, in the Company’s judgment, is necessary to be competitive in the market for standalone sales of the equipment. The Company believes the point estimates used are reasonable estimates of BESP because in all cases the point estimate was within a reasonable range of the median stated contractual prices at which the Company sold the largest proportion of such phone product, was within a reasonable range of the average selling prices for the same products by other vendors observed in the Company’s evaluation of TPE, and provided for a positive gross profit margin on product sales. The Company also notes that revenue amounts recognized in its financial statements are not highly sensitive to estimates of BESP of products because substantially all of its multiple-deliverable arrangements are fully delivered over monthly terms, and product revenues represent less than 10% of total revenues.

The Company’s multiple-deliverable arrangements include a general right of return relative to the delivered products, but the Company believes that performance of the undelivered item, which is the subscription service, is considered probable and substantially in its control.

The Company’s history of operations demonstrates that it has consistently fulfilled its performance obligations to its customers.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 17

35. Tell us why you believe that your entire subscription fee should be recognized on a straight-line basis over the term of the subscription arrangement. For example, indicate why the revenue should not be recognized based on the number users or minutes used for RingCentral Office RingCentral Professional and the number of pages or phone numbers for RingCentral Fax. Cite the accounting literature that supports your conclusion.

The Company acknowledges the Staff’s comment and supplementally advises the Staff that the Company believes that its entire subscription fee should be recognized on a straight-line basis over the term of the subscription arrangement for the following reasons. The Company’s fixed subscription fees relate to service plans that provide for usage of minutes for Office, Professional and Fax customers over a monthly subscription period. Fax pages serve as a proxy of minutes allotted per plan, with the average page equating one minute. Minutes do not roll-over to subsequent monthly periods. In addition to minutes, the Company’s service elements of subscription plans include providing dedicated phone numbers, an easy to use interface, inbound calling minutes, which are not counted against the minutes provided, and customer support. The Company therefore remains obligated for the duration of the term to maintain and deliver on the customer’s other account features which do not require the use of minutes. The Company’s experience to date has not identified predominant patterns of use of its services, and as a result, the Company believes the straight-line method is the best method to reflect the pattern that revenues are earned and obligations are fulfilled over the contractual term. Fees for usage that exceed the plan limits allotted under the fixed subscription fee (e.g., additional toll-free minutes charges incurred on a per-minute basis) are recognized as the underlying usage occurs. The Company respectfully submits that under ASC 985-605-25-79, if no pattern of performance is discernible, revenues should be recognized on a straight-line basis over the period which the services are performed.

36. We note that you sell office phones pre-configured by a third party for your direct sales as a convenience to the customer purchasing subscriptions services. Consider disclosing your basis for presentation of sales of these products. Please explain how you considered each of the factors presented in ASC 605-45 in determining whether gross or net accounting was appropriate.

In response to the Staff’s comment, the Company has revised the disclosure on page F-11 to the Registration Statement to disclose the Company’s basis for presentation of sales of office phones pre-configured by a third party for the Company’s direct sales. The Company acknowledges the Staff’s comment and supplementally advises the Staff that the Company

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 18

purchases its phones from a vendor, which is a specialty distributor of internet protocol phones and similar equipment, and takes ownership of the inventory managed by the vendor in advance of a customer transaction. The vendor is not a party to sales arrangements with the Company’s customers for the sale of phones, but rather provides configuration and logistics services to assist the Company in sales fulfillment. The Company respectfully submits that in accordance with ASC 605-45, the Company presents revenues related to these sales on a gross basis based on the following key considerations: the Company is the primary obligor to the sale transaction with its customers, the Company bears the general inventory risk including for excess and obsolescence losses, the Company assumes all of the credit risk, and the Company has discretion in selecting suppliers and in establishing the selling price to the customer.

37. We note that you work with over 1,000 resellers and your website indicates 3 types of partnership program: affiliate, partner, and franchise. Describe the nature of each of these partnership programs. Please explain how you considered each of the factors presented in ASC 605-45 and determined that gross accounting was appropriate for the sale of your services and products through the affiliate, partner, and franchise programs. Also tell us and clarify your policy to disclose when you recognize revenues generated through sales by resellers. State whether you offer resellers rights of returns similar to your own customers and tell us how your revenue recognition policy complies with ASC 605-15-25. Describe significant assumptions, material changes and reasonably likely uncertainties in estimating the allowance for estimated future returns.

In response to the Staff’s comment, the Company has revised the disclosure on page F-13 to the Registration Statement to disclose that revenues recorded through a reseller are recognized on substantially the same terms as revenues obtained directly by the Company.

Description of Three Types of Partnership Programs

In addition, the Company supplementally informs the Staff of the nature of each type of the Company’s affiliate, partner and franchise programs.

Under the Company’s affiliate program, web publishers can earn commissions for sales of the Company’s products and services to customers directed to the Company’s website through links maintained by affiliate websites. As such, participants in the Company’s affiliate program are not resellers of the Company’s products and services, and the Company respectfully submits that agreements with affiliates are not in the scope of ASC 605-45.

Under the Company’s franchise program, franchisors are marketed a discounted phone system solution that they can recommend to franchisees to get them set up rapidly. As such, participants in the Company’s franchise program are not resellers of the Company’s products and services, and agreements with franchisors are not in the scope of ASC 605-45.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 19

Under the Company’s partner program, individuals and companies contract with the Company to be resellers of the Company’s products and services. The vast majority of the Company’s arrangements with over 1,000 resellers is governed by a sales agent agreement. Under the Company’s sales agent agreement, resellers can earn commissions for enrolling their customers as customers of the Company’s services in accordance with the then current terms and conditions of service and pricing. The Company has custom agreements with a small number of large entity resellers, including AT&T. Similar to the Company’s direct sales, all customers enrolled by resellers are required to directly enter into the Company’s customer end-user license agreement and are otherwise subject to all of the Company’s terms and conditions for use of the products and services. The Company respectfully submits that it determined that gross presentation of revenues is appropriate for all reseller arrangements in effect during the periods presented by considering each of the factors under ASC 605-45 as follows:

ASC 605-45 Factors for Gross Revenue Reporting

Indicators of Gross Revenue Reporting

The Entity Is the Primary Obligor in the Arrangement

Whether a supplier or an entity is responsible for providing the product or service desired by the customer is a strong indicator of the entity’s role in the transaction. If an entity is responsible for fulfillment, including the acceptability of the products or services ordered or purchased by the customer, that fact is a strong indicator that an entity has risks and rewards of a principal in the transaction and that it should record revenue gross based on the amount billed to the customer.

For reseller arrangements under the Company’s sales agent agreement, the Company is responsible for all aspects of fulfillment, including the acceptability of the products or services ordered or purchased by the customer.

For reseller arrangements under custom agreements, additional judgment is involved because the reseller assists with managing the customer relationship by billing the service fees and coordinating customer support inquiries. In such cases, the Company determined that it is the primary obligor in the arrangement because the Company is responsible for (a) fulfillment of the services through the applications managed by the Company and hosted on its infrastructure and (b) the acceptability of the products and services ordered by the customer as it is the Company’s responsibility to fulfill customer support obligations. The Company believes its role as primary obligor is evidenced by references made by the resellers to the Company during the marketing of the services (for example, RingCentral

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 20

Office@Hand from AT&T) and the terms of the sales contracts which are executed by the Company and the end-user and contain the same terms and conditions as the Company’s direct sales contracts.

The Entity Has General Inventory Risk—Before Customer Order Is Placed or Upon Customer Return

Unmitigated general inventory risk is a strong indicator that an entity has risks and rewards as a principal in the transaction and, therefore, that it should record revenue gross based on the amount billed to the customer.

The Company fulfills product sales to customers made by resellers through a similar process and under similar terms as the Company’s direct sales. The Company maintains inventories and takes title to products before the products are sold through retailers, and the Company takes title if products are returned by the customer. Product sales through resellers have represented an immaterial amount of revenues for all periods presented.

The Company respectfully submits that under ASC 605-45-7, a similar and equally strong indicator of gross reporting exists if a customer arrangement involves services and the entity is obligated to compensate the individual service provider for work performed regardless of whether the customer accepts that work. The Company notes that resellers under sales agent agreements are not obligated to compensate the Company for services provided to customers and resellers under custom agreements and are only obligated to compensate the Company for services if the customer has accepted the services, as discussed further in the credit risk indicator below. Furthermore, the Company is taking additional inventory risks as it is required to build and maintain an infrastructure necessary to provide phone fulfillment whether AT&T signs up customers or not.

As a result, the Company determined that its general inventory risk under reseller arrangements is a strong indicator of gross reporting.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 21

The Entity Has Latitude in Establishing Price

If an entity has reasonable latitude, within economic constraints, to establish the exchange price with a customer for the product or service, that fact may indicate that the entity has risks and rewards of a principal in the transaction and that it should record revenue gross based on the amount billed to the customer.

The Company establishes the price charged to the end-user for sales made through resellers under sales agent agreements and therefore determined that pricing practices is an indicator of gross reporting.

Under the Company’s largest reseller agreement, the Company negotiated a minimum price which was derived based on the market price that it sells similar services in the market. The minimum price reduces the latitude of the reseller to discount prices to their customers, while the prices the Company charges its direct customers reduces the latitude of the reseller to increase prices. However, since the reseller still has some pricing latitude, the Company determined that pricing latitude is a mixed indicator of gross and net reporting for sales made through its largest reseller.

The Entity Changes the Product or Performs Part of the Service

If an entity physically changes the product (beyond its packaging) or performs part of the service ordered by a customer, that fact may indicate that the entity is primarily responsible for fulfillment, including the ultimate acceptability of the product component or portion of the total services furnished by the supplier, and that it should record revenue gross based on the amount billed to the customer.

In the Company’s reseller arrangements under sales agent agreements, the resellers do not change the products or perform any fulfillment of the performance obligations which the Company determined to be an indicator of gross reporting by the Company.

While resellers under custom agreements assist in managing the customer account through billing the arrangement fee and coordinating customer support inquiries, the Company determined that such activities do not represent a significant role in performing the service when evaluated from the perspective of whether the selling price is greater as a result of the reseller’s performance of those activities in accordance with the guidance of ASC 650-45-9. In the Company’s judgment, any difference in the sales price charged by the reseller is attributable to factors other than the account management activities performed by the reseller such as marketing skills, market penetration and brand reputation. Therefore, the Company determined that the evaluation of whether the reseller performs part of the service is an indicator of gross reporting for the Company.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 22

The Entity Has Discretion in Supplier Selection

If an entity has multiple suppliers for a product or service ordered by a customer and discretion to select the supplier that will provide the product or service ordered by a customer, that fact may indicate that the entity is primarily responsible for fulfillment and that it should record revenue gross based on the amount billed to the customer.

The Company has discretion in supplier selection when providing services. Specifically, the Company seamlessly routs its VOIP traffic from customers signed up by AT&T and its other resellers between the suppliers available in the location of such traffic. Therefore, the Company determined that the evaluation of whether the reseller has discretion in supplier selection is an indicator of gross reporting for the Company.

The Entity Is Involved in the Determination of Product or Service Specifications

If an entity must determine the nature, type, characteristics, or specifications of the product or service ordered by the customer, that fact may indicate that the entity is primarily responsible for fulfillment and that it should record revenue gross based on the amount billed to a customer.

In all of the Company’s reseller arrangements, the Company determines the specifications of the services to be provided and contracts directly with the end-user to establish the terms and conditions of the services to be provided. Therefore, the Company concluded that the determination of the service specifications is an indicator of gross reporting.

The Entity Has Physical Loss Inventory Risk—After Customer Order or During Shipping

Physical loss inventory risk exists if title to the product is transferred to an entity at the shipping point (for example, the supplier’s facilities) and is transferred from that entity to the customer upon delivery. Physical loss inventory risk also exists if an entity takes title to the product after a customer order has been received but before the product has been transferred to a carrier for shipment. This indicator may provide some evidence, albeit less persuasive than general inventory risk, that an entity should record revenue gross based on the amount billed to the customer.

Under the Company’s reseller arrangements, the Company fulfills sales of products from its inventories for which the Company assumes the physical risk of loss. Therefore, the Company determined that the physical loss inventory risk is an indicator or gross reporting by the Company for product sales made through resellers.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 23

The Entity Has Credit Risk

If an entity assumes credit risk for the amount billed to the customer, that fact may provide weaker evidence that the entity has risks and rewards as a principal in the transaction and, therefore, that it should record revenue gross for that amount. Credit risk exists if an entity is responsible for collecting the sales price from a customer but must pay the amount owed to a supplier after the supplier performs, regardless of whether the sales price is fully collected.

In reseller arrangements under sales agent agreements, credit risk is materially mitigated by an advance authorization of a customer’s credit card to be used to settle the arrangement fee and is therefore not a significant consideration in the evaluation of gross or net reporting. Under the Company’s largest reseller arrangement, the Company assumes credit risk and determined that credit risk is an indicator of gross reporting by the Company.

Indicators of Net Revenue Reporting

The Entity’s Supplier Is the Primary Obligor in the Arrangement

Whether a supplier or an entity is responsible for providing the product or service desired by a customer is a strong indicator of the entity’s role in the transaction.

The Company determined that the Company, and not the reseller, is the primary obligor in the arrangement for the reasons described above, and therefore represents a strong indicator of gross reporting by the Company.

The Amount the Entity Earns Is Fixed

If an entity earns a fixed dollar amount per customer transaction regardless of the amount billed to a customer or if it earns a stated percentage of the amount billed to a customer, that fact may indicate that the entity is an agent of the supplier and should record revenue net based on the amount retained.

The Company’s sales agent agreements provide resellers with fixed dollar amounts of commissions. The Company’s custom agreements with resellers provide that the reseller retain a fixed percentage of the gross sale price of services subject to a minimum price. In practice, the minimum price acts as an economic constraint on the latitude of the reseller to discount prices and the reseller consistently retains a fixed percentage of the gross sale price. Therefore, the Company determined that the fixed dollar amounts or percentage of gross sales price earned by the reseller is an indicator of gross reporting by the Company as the principal in the arrangement.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 24

The Supplier Has Credit Risk

If credit risk exists (that is, the sales price has not been fully collected prior to delivering the product or service) but that credit risk is assumed by a supplier, that fact may indicate that the entity is an agent of the supplier and, therefore, the entity should record revenue net based on the amount retained.

The Company’s resellers do not assume credit risk for the gross amount of the sale, which is an indicator of gross reporting by the Company as the principal in the arrangement.

Recognition Policy for Revenues Through Resellers

Subscription revenues generated from the Company’s resellers are recognized over the subscription periods, similar to how revenues are recorded for the Company’s direct sale customers for service plans. Product revenues sold through resellers is recognized upon delivery to the customer.

The Company provides similar returns rights as part of all of its revenue transactions, whether sold directly or indirectly through its various partners. Such rights of return are explicitly stated and cover a period of 90 days and 30 days for phone and services offerings, respectively. The Company established reserves under ASC 605, whereby historical returns are used to estimate future estimated returns. Our historical activities provided an appropriate basis to estimate future return activities as the Company’s policies have been in place for more than two years, and the customers’ return activities have been following a relatively consistent pattern.

Note 8. Income Taxes, page F-30

38. We note your disclosure that you have not provided deferred taxes on undistributed earnings of foreign subsidiaries. Please tell us and disclose the amount of the undistributed earnings of foreign subsidiaries that are considered to be “reinvested” as of December 31, 2012. Also disclose the related amount of unrecognized deferred tax liability or include a statement that such determination is not practicable. We refer you to ASC 740-30-50-2.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 25

In response to the Staff’s comment, the Company has revised the disclosure on page F-31 to the Registration Statement to disclose that undistributed earnings of foreign subsidiaries is immaterial for all periods presented.

Note 10. Geographic Concentrations, page F-34

39. Revise to disclose the amount of revenue from external customers for each product and service or each group of similar products and services for each of the periods presented. For example, consider separately reporting revenue from each of your service offerings: RingCentral Office, RingCentral Professional and RingCentral Fax. Refer to ASC 280-10-50-40.

The Company acknowledges the Staff’s comment and supplementally advises the Staff that while the Company markets its RingCentral Office, RingCentral Professional and RingCentral Fax services separately, the products are all part of a similar group and are a subset of each other. For example, customers of RingCentral Office solution have the functionality available to them that customers of RingCentral Fax and RingCentral Professional receive. In addition, RingCentral Professional customers have the functionality available to RingCentral Fax customers. Also, while Company’s internal management makes operating decisions based on billing splits based on these categories, revenues are only reviewed at the services and product revenues level. Since management does not review revenues by service offerings, we therefore believe it would be impracticable to present revenues.

Note 14. Subsequent Events, page F-30

40. Please revise to disclose the date through which you evaluated subsequent events and whether that date represents the date the financial statements were issued or available to be issued. Refer to ASC 855-10-50.

In response to the Staff’s comment, the Company has revised the disclosure on page F-34 to the Registration Statement to indicate that subsequent events were evaluated through June 21, 2013, which was the date the financial statements were issued.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 26

Exhibits

41. Please tell us what consideration you have given to filing the agreements with your third-party data center hosting facilities and co-location facilities pursuant on Item 601(b)(10) of Regulation S-K. We note your risk factor on page 12 that interruptions or delays in services from your third-party data center hosting facilities and co-location facilities could impair the delivery of your services and harm your business.

The Company acknowledges the Staff’s comment and respectfully submits that the Company believes that the agreements regarding its third-party data centers and co-location facilities are not material contracts of the type specified under Item 601(b)(10(ii)(B) of Regulation S-K because they are contracts that ordinarily accompany the kind of business conducted by the Company, the Company is not substantially dependent on any third-party data center or co-location facility provider, and they do not fall within any of the categories specified in Item 601(b)(10)(ii).

The Company respectfully advises the Staff that there are a number of other companies that could provide the Company with data center facilities and co-location facilities and related services that are substantially similar to those it receives from its current providers, at a cost to the Company that is not materially higher than the cost incurred with the current third-party data centers and co-location facilities. In addition, pursuant to the agreements with the providers for our data centers and co-location facilities, the data center providers may only terminate their respective agreements, absent breach by the Company, at the end of the then-current term, and then only with between at least 30-90 days’ advance notice, and one provider has no right to terminate the agreement absent breach by the Company. If the Company were to receive notice from a provider of its intent to terminate the respective agreement, the Company believes that, while a transition could potentially be disruptive, it would not cause substantial harm to the Company’s business or results of operations.

As such, the Company has determined that it is not substantially dependent on any of its third-party data center and co-location facility providers to maintain its business and operations, and therefore the agreements with respect to these third-party data centers and co-location facilities are not required to be filed as exhibits to the Registration Statement pursuant to Item 601 of Regulation S-K.

* * * * *

Please acknowledge receipt of this letter and the enclosed materials by stamping the enclosed duplicate of this letter and returning it to the undersigned in the envelope provided.

Securities and Exchange Commission

Re: RingCentral, Inc.

July 26, 2013

Page 27

Please direct any questions or comments regarding the Company’s response or the Registration Statement to me or Nathaniel Gallon at (650) 493-9300.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Jeffery D. Saper

Jeffery D. Saper

Enclosures
cc. (w/enclosures):	Vladimir G. Shmunis
	John H. Marlow
	RingCentral, Inc.
	Nathaniel P. Gallon
	Wilson Sonsini Goodrich & Rosati, P.C.
	Eric C. Jensen
	Andrew S. Williamson
	Cooley LLP