0001193125-18-044657.txt : 20180214 0001193125-18-044657.hdr.sgml : 20180214 20180214110956 ACCESSION NUMBER: 0001193125-18-044657 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: SC U.S. GROWTH VI MANAGEMENT, L.P. GROUP MEMBERS: SC US (TTGP), LTD. GROUP MEMBERS: SC US GF V HOLDINGS, LTD. GROUP MEMBERS: SCGF V MANAGEMENT, L.P. GROUP MEMBERS: SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. GROUP MEMBERS: SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. GROUP MEMBERS: SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Okta, Inc. CENTRAL INDEX KEY: 0001660134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 264175727 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89976 FILM NUMBER: 18608904 BUSINESS ADDRESS: STREET 1: 301 BRANNAN STREET, 1ST FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 888-722-7871 MAIL ADDRESS: STREET 1: 301 BRANNAN STREET, 1ST FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. CENTRAL INDEX KEY: 0001600143 IRS NUMBER: 981162665 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d504063dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Okta, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

679295105

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

☐ Rule 13d-1(b)

 

☐ Rule 13d-1(c)

 

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 679295105   SCHEDULE 13G   Page 2 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (“SC USGF VI”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,272,694

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,272,694

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,272,694

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.5%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1 Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017.

CUSIP No. 679295105   SCHEDULE 13G   Page 3 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. (“SC USGF VI PF”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

264,106

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

264,106

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

264,106

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.6%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1 Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017.

CUSIP No. 679295105   SCHEDULE 13G   Page 4 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SC U.S. GROWTH VI MANAGEMENT, L.P. (“SC USG VI MGMT”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

5,536,800 shares, of which 5,272,694 shares of Class B common stock are directly owned by SC USGF VI and 264,106 shares of Class B common stock are directly owned by SC USGF VI PF. SC USG VI MGMT is the General Partner of SC USGF VI and SC USG VI PF.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,536,800 shares, of which 5,272,694 shares of Class B common stock are directly owned by SC USGF VI and 264,106 shares of Class B common stock are directly owned by SC USGF VI PF. SC USG VI MGMT is the General Partner of SC USGF VI and SC USG VI PF.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,536,800

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.0%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1 Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017.

CUSIP No. 679295105   SCHEDULE 13G   Page 5 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SC US GF V HOLDINGS, LTD. (“SC USGF V HOLDINGS”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

8,284,893

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

8,284,893

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,284,893

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

17.0%1

12  

TYPE OF REPORTING PERSON

 

OO

 

1 Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017.

CUSIP No. 679295105   SCHEDULE 13G   Page 6 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. (“SC USGF V”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

7,908,759

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

7,908,759

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,908,759

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

16.3%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1 Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017

CUSIP No. 679295105   SCHEDULE 13G   Page 7 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. (“SC USGF PF V”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

376,134

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

376,134

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

376,134

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.9%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1 Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017.

CUSIP No. 679295105   SCHEDULE 13G   Page 8 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SCGF V MANAGEMENT, L.P. (“SCGF V MGMT”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

8,284,893 shares, of which 8,284,893 shares of Class B common stock are directly owned by SC USGF V HOLDINGS. SC USGF V and SC USGF PF V together own 100% of the outstanding shares held by SC USGF V HOLDINGS. SCGF V MGMT is the General Partner of each of SC USGF V and SC USGF PF V.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

8,284,893 shares, of which 8,284,893 shares of Class B common stock are directly owned by SC USGF V HOLDINGS. SC USGF V and SC USGF PF V together own 100% of the outstanding shares held by SC USGF V HOLDINGS. SCGF V MGMT is the General Partner of each of SC USGF V and SC USGF PF V.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,284,893

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

17.0%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1 Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017.

CUSIP No. 679295105   SCHEDULE 13G   Page 9 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

SC US (TTGP), LTD. (“SC US TTGP”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

13,821,693 shares, of which 8,284,893 shares of Class B common stock are directly owned by SC USGF V HOLDINGS, 5,272,694 shares of Class B common stock are directly owned by SC USGF VI and 264,106 shares of Class B common stock are directly owned by SC USGF VI PF.

SC USGF V and SC USGF PF V together own 100% of the outstanding shares held by SC USGF V HOLDINGS. SCGF V MGMT is the General Partner of SC USGF V and SC USGF PF V. SC USG VI MGMT is the General Partner of SC USGF VI and SC USG VI PF. SC US TTGP is the General Partner of SC USG VI MGMT and SCGF V MGMT.

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

13,821,693 shares, of which 8,284,893 shares of Class B common stock are directly owned by SC USGF V HOLDINGS, 5,272,694 shares of Class B common stock are directly owned by SC USGF VI and 264,106 shares of Class B common stock are directly owned by SC USGF VI PF.

SC USGF V and SC USGF PF V together own 100% of the outstanding shares held by SC USGF V HOLDINGS. SCGF V MGMT is the General Partner of SC USGF V and SC USGF PF V. SC USG VI MGMT is the General Partner of SC USGF VI and SC USG VI PF. SC US TTGP is the General Partner of SC USG VI MGMT and SCGF V MGMT.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,821,693

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

25.4%1

12  

TYPE OF REPORTING PERSON

 

OO

 

1  Based on a total of 40,488,329 shares of Class A common stock outstanding as of November 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2017.

CUSIP No. 679295105

   

SCHEDULE 13G

   

Page 10 of 12 Pages

 

ITEM 1.

 

  (a) Name of Issuer:

Okta, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices:

301 Brannan Street

San Francisco, CA 94107

 

ITEM 2.

 

  (a) Name of Persons Filing:

Sequoia Capital U.S. Growth Fund VI, L.P.

Sequoia Capital U.S. Growth VI Principals Fund, L.P.

SC U.S. Growth VI Management, L.P.

SC US GF V Holdings, Ltd.

Sequoia Capital U.S. Growth Fund V, L.P.

Sequoia Capital USGF Principals Fund V, L.P.

SCGF V Management, L.P.

SC US (TTGP), Ltd.

SC USGF V and SC USGF PF V together own 100% of the outstanding shares held by SC USGF V HOLDINGS. SC USG VI MGMT is the General Partner of SC USGF VI and SC USG VI PF. SCGF V MGMT is the General Partner of SC USGF V and SC USGF PF V. SC US TTGP is the General Partner of SC USG VI MGMT and SCGF V MGMT.

 

  (b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

 

  (c) Citizenship:

SC USGF VI, SC USG VI PF, SC USG VI MGMT, SC USGF V HOLDINGS, SC USGF V, SC USGF PF V, SCGF V MGMT, SC US TTGP: Cayman Islands

 

  (d) CUSIP Number:

679295105

 

ITEM 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4. OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

CUSIP No. 679295105

   

SCHEDULE 13G

   

Page 11 of 12 Pages

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

NOT APPLICABLE

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOT APPLICABLE

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

NOT APPLICABLE

 

ITEM 10. CERTIFICATION

NOT APPLICABLE

CUSIP No. 679295105

   

SCHEDULE 13G

   

Page 12 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2018

 

Sequoia Capital U.S. Growth Fund VI, L.P.
Sequoia Capital U.S. Growth VI Principals Fund, L.P.
    By:   SC U.S. Growth VI Management, L.P.
  General Partner of Each
    By:   SC US (TTGP), Ltd.
  its General Partner
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC U.S. Growth VI Management, L.P.
    By:   SC US (TTGP), Ltd.
  its General Partner
    By:  

/s/ Douglas Leone

    Douglas Leone, Managing Director
SC US GF V Holdings, Ltd.
    By:   Sequoia Capital U.S. Growth Fund V, L.P.
  Sequoia Capital USGF Principals Fund V, L.P. its Members
    By:   SCGF V Management, L.P.
  General Partner of Each
    By:   SC US (TTGP), Ltd.
  a Delaware Limited Liability Company its General Partner
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
Sequoia Capital U.S. Growth Fund V, L.P.
Sequoia Capital USGF Principals Fund V, L.P.
    By:   SCGF V Management, L.P.
  General Partner of Each
    By:   SC US (TTGP), Ltd.
  a Delaware Limited Liability Company its General Partner
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director

 

SCGF V Management, L.P.

    By:   SC US (TTGP), Ltd.
  its General Partner
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
  SC US (TTGP), Ltd.
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director

 

 EX-99.1 2 d504063dex991.htm EX-99.1 EX-99.1

CUSIP No. 679295105

   

SCHEDULE 13G

   

Page 1 of 1 Page

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the common stock of Okta, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 14, 2018

 

Sequoia Capital U.S. Growth Fund VI, L.P.
Sequoia Capital U.S. Growth VI Principals Fund, L.P.
    By:   SC U.S. Growth VI Management, L.P.
  General Partner of Each
    By:   SC US (TTGP), Ltd.
  its General Partner
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC U.S. Growth VI Management, L.P.
    By:   SC US (TTGP), Ltd.
  its General Partner
    By:  

/s/ Douglas Leone

    Douglas Leone, Managing Director
SC US GF V Holdings, Ltd.
    By:   Sequoia Capital U.S. Growth Fund V, L.P.
  Sequoia Capital USGF Principals Fund V, L.P. its Members
    By:   SCGF V Management, L.P.
  General Partner of Each
    By:   SC US (TTGP), Ltd.
 

a Delaware Limited Liability Company

its General Partner

    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
Sequoia Capital U.S. Growth Fund V, L.P.
Sequoia Capital USGF Principals Fund V, L.P.
    By:   SCGF V Management, L.P.
  General Partner of Each
    By:   SC US (TTGP), Ltd.
 

a Delaware Limited Liability Company

its General Partner

    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SCGF V Management, L.P.
    By:   SC US (TTGP), Ltd.
  its General Partner
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC US (TTGP), Ltd.
    By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director