RingCentral, Inc. Sample Contracts

RINGCENTRAL, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 7th, 2017 • RingCentral Inc • Services-computer processing & data preparation • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between RingCentral, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

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RINGCENTRAL, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 15, 2020 0% Convertible Senior Notes due 2026
Indenture • September 16th, 2020 • RingCentral, Inc. • Services-computer processing & data preparation • New York

INDENTURE, dated as of September 15, 2020, between RINGCENTRAL, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

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1,750,000 Shares RINGCENTRAL, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2019 • RingCentral, Inc. • Services-computer processing & data preparation • New York
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RINGCENTRAL, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 3, 2020 0% Convertible Senior Notes due 2025
RingCentral, Inc. • March 4th, 2020 • Services-computer processing & data preparation • New York

INDENTURE, dated as of March 3, 2020, between RINGCENTRAL, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation • Delaware

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 14, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 555 Mission Street, 9th Floor, San Francisco, CA 94105 (“Bank”), and RINGCENTRAL, INC., a California corporation (“RingCentral”), and RCLEC, INC., a Delaware corporation (“RCLEC” and together with RingCentral, individually and collectively, jointly and severally, “Borrower”), each with offices located at 1400 Fashion Island Boulevard, 7th Floor, San Mateo, CA 94404, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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0% CONVERTIBLE SENIOR NOTES DUE 2026 PURCHASE AGREEMENT
Purchase Agreement • September 16th, 2020 • RingCentral, Inc. • Services-computer processing & data preparation • New York
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0% CONVERTIBLE SENIOR NOTES DUE 2025 PURCHASE AGREEMENT
RingCentral, Inc. • March 4th, 2020 • Services-computer processing & data preparation • New York
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THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 2nd, 2015 • RingCentral Inc • Services-computer processing & data preparation • Delaware

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 30, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 555 Mission Street, 9th Floor, San Francisco, CA 94105 (“Bank”), and RINGCENTRAL, INC., a Delaware corporation (“RingCentral”), and RCLEC, INC., a Delaware corporation (“RCLEC” and together with RingCentral, individually and collectively, jointly and severally, “Borrower”), each with offices located at 20 Davis Drive, Belmont, CA 94002, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 8th, 2023 • RingCentral, Inc. • Services-computer processing & data preparation • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of November 2, 2023 (this “Amendment”), is entered into by and among RINGCENTRAL, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), and the New Term Lender (as defined below).

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RINGCENTRAL, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 5, 2018 0% Convertible Senior Notes due 2023
RingCentral Inc • March 6th, 2018 • Services-computer processing & data preparation • New York

INDENTURE, dated as of March 5, 2018, between RINGCENTRAL, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

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OFFICE LEASE
Office Lease • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation

THIS OFFICE LEASE (“Lease”) is executed as of April 1, 2011 by and between 1400 FASHION ISLAND LLC, a Delaware limited liability company (“Landlord”) and RING CENTRAL, INC., a California corporation, (“Tenant”) having its principal office at 1400 Fashion Island Boulevard, San Mateo, California.

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Certain information identified with brackets ([*****]) has been excluded from this exhibit because such information is both (i) not material and (ii) competitively harmful if publicly disclosed*** First Amended and Restated Framework Agreement
Framework Agreement • February 26th, 2020 • RingCentral, Inc. • Services-computer processing & data preparation • Delaware

This FIRST AMENDED AND RESTATED FRAMEWORK AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2020 (the “A&R Date”) and effective as of October 3, 2019 and amends, restates and supersedes in its entirety the Framework Agreement entered into as of October 3, 2019 (such agreement, the “Original Agreement” and such date, the “Execution Date”) by and between RingCentral, Inc., a Delaware corporation (“RingCentral”) and Avaya Inc., a Delaware corporation (“Avaya”) (each of RingCentral and Avaya, a “Party” and collectively the “Parties”).

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Second Amendment To Plain English Equipment Loan And Security Agreement
And Security Agreement • February 26th, 2014 • RingCentral Inc • Services-computer processing & data preparation • California

This is a SECOND AMENDMENT TO PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT dated as of September 23, 2013 (the “Amendment”) by and between RINGCENTRAL, INC., a California corporation and RCLEC, Inc., a Delaware corporation (collectively, “Borrower” or “Borrowers”) and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, (“Lender”).

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INVESTMENT AGREEMENT by and among AVAYA HOLDINGS CORP. and RINGCENTRAL, INC. Dated as of October 3, 2019
Investment Agreement • October 3rd, 2019 • RingCentral, Inc. • Services-computer processing & data preparation • Delaware

This INVESTMENT AGREEMENT, dated as of October 3, 2019 (this “Agreement”), among Avaya Holdings Corp., a Delaware corporation (the “Company”), and RingCentral, Inc., a Delaware Corporation (the “Investor”).

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RINGCENTRAL, INC. FOURTH AMENDED INVESTOR RIGHTS AGREEMENT November 23, 2012
Rights Agreement • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation • New York

This Fourth Amended Investor Rights Agreement (this “Agreement”) is made as of the 23rd day of November, 2012, by and among RingCentral, Inc., a California corporation (the “Company”) and the investors listed on Schedule A hereto (the “Investors”).

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PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation • California

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of June 22, 2012 by and between RINGCENTRAL, INC., as borrower, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

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SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 14th, 2015 • RingCentral Inc • Services-computer processing & data preparation

This Second Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of August 11, 2015, by and among Silicon Valley Bank (“Bank”), RingCentral, Inc., a Delaware corporation (“RingCentral”), RCLEC, Inc., a Delaware corporation (“RCLEC”), RingCentral Florida, LLC, a Delaware limited liability company (“RingCentral Florida”), and RCVA, Inc., a Virginia corporation (“RCVA” and together with RingCentral, RCLEC and RingCentral Florida, individually and collectively, jointly and severally, “Borrower”) whose address is 20 Davis Drive, Belmont, CA 94002.

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • September 3rd, 2021 • RingCentral, Inc. • Services-computer processing & data preparation • Delaware

This Non-Competition Agreement (this “Agreement”) is being executed and delivered as of September 2, 2021, by Praful Shah (“Executive”) in favor and for the benefit of RingCentral, Inc., a Delaware corporation, and its direct and indirect affiliates and subsidiaries (collectively the “Company”) (together, the “Parties”).

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SEPARATION AGREEMENT AND RELEASE
Non-Competition Agreement • November 8th, 2023 • RingCentral, Inc. • Services-computer processing & data preparation • Delaware

This Separation Agreement and Release (“Agreement”) is made between Mo Katibeh (“Employee”) and RingCentral, Inc. (“Company”) (collectively, the “Parties”). In addition, the terms of the state specific addendum attached as Exhibit A apply to this Agreement to the extent that Employee worked for the Company in an identified state. The Parties acknowledge and agree as follows:

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INVESTMENT AGREEMENT by and between SEARCHLIGHT II MLN, L.P. and RINGCENTRAL, INC. Dated as of November 8, 2021 STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO...
Investment Agreement • November 9th, 2021 • RingCentral, Inc. • Services-computer processing & data preparation • Delaware

This INVESTMENT AGREEMENT, dated as of November 8, 2021 (this “Agreement”), is between RingCentral, Inc., a Delaware corporation (the “Company”), and Searchlight II MLN, L.P. (the “Investor”).

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SECOND AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT
Security Agreement • September 13th, 2013 • RingCentral Inc • Services-computer processing & data preparation • California

This is a SECOND AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of September 3, 2013 (the “Amendment”) by and between RINGCENTRAL, INC., a California corporation, (“Borrower”) and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, (“Lender”).

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RINGCENTRAL, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.500% SENIOR NOTES DUE 2030 INDENTURE DATED AS OF AUGUST 16, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE
Supplemental Indenture • August 16th, 2023 • RingCentral, Inc. • Services-computer processing & data preparation • New York

This Indenture, dated as of August 16, 2023, is by and among RingCentral, Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”).

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THIRD AMENDMENT TO LEASE
Lease • May 2nd, 2014 • RingCentral Inc • Services-computer processing & data preparation • California

THIS THIRD AMENDMENT TO LEASE (“Amendment”) is dated as of March 19, 2014, by and between 1400 Fashion Island LLC, a Delaware limited liability company (“Landlord”), and RING CENTRAL, INC., a California corporation (“Tenant”).

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RINGCENTRAL LETTERHEAD]
Letter Agreement • September 13th, 2013 • RingCentral Inc • Services-computer processing & data preparation

This letter agreement (the “Agreement” or the “letter”) is entered into between RingCentral, Inc. (“Company” or “we”) and you. This Agreement is effective as of September 13, 2013 (“Effective Date”). The purpose of this letter is to confirm the current terms and conditions of your employment and to specify your treatment upon certain terminations of employment. Except as otherwise defined in the Agreement, capitalized terms used in the Agreement shall have the meaning prescribed to them under Appendix B.

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LEASE
Lease • November 3rd, 2014 • RingCentral Inc • Services-computer processing & data preparation

Helen M. Raiser, Trustee of the JHR Marital Trust under Trust Agreement dated October 2, 1969, as amended, Helen M. Raiser, Trustee of the JHR Bypass Trust under Trust Agreement dated October 2, 1969, as amended, Harvey E. Chapman, Jr., Trustee of the Harvey E. Chapman, Jr. Living Trust under Trust Agreement dated July 17, 2006, and Colleen C. Badell, Trustee of the Colleen C. Badell Living Trust under Trust Agreement dated July 17, 2006, as tenants in common

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PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT
Plain English Equipment Loan and Security Agreement • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation • California

This is a PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT dated as of June 22, 2012 by and between RINGCENTRAL, INC., a California corporation, and RCLEC, INC., a Delaware corporation, both as borrowers, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 16th, 2023 • RingCentral, Inc. • Services-computer processing & data preparation • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 15, 2023 (this “Amendment”), is entered into by and among RINGCENTRAL, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), the L/C Issuers party hereto and the New Revolving Credit Lender (as defined below).

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Third Amendment To Plain English Equipment Loan And Security Agreement
Plain English Equipment Loan and Security Agreement • February 26th, 2014 • RingCentral Inc • Services-computer processing & data preparation • California

This is a THIRD AMENDMENT TO PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT dated as of December 31, 2013 (the “Amendment”) by and between RINGCENTRAL, INC., a Delaware corporation and RCLEC, Inc., a Delaware corporation (collectively, “Borrower” or “Borrowers”) and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, (“Lender”).

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FIRST AMENDMENT TO PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation • California

This is a FIRST AMENDMENT TO PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT dated as of August 14, 2013 (the “Amendment”) by and between RINGCENTRAL, INC., a California corporation and RCLEC, Inc., a Delaware corporation (collectively, “Borrower” or “Borrowers”) and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, (“Lender”).

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SECOND AMENDMENT TO LEASE
Lease • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation • California

THIS SECOND AMENDMENT TO LEASE (“Amendment”) is dated as of November 1, 2012, between 1400 Fashion Island LLC, a Delaware limited liability company (“Landlord”), and RING CENTRAL, INC., a California corporation (“Tenant”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2019 • RingCentral, Inc. • Services-computer processing & data preparation • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2019 by and between RingCentral, Inc., a Delaware corporation (“Company”), and Avaya Inc., a Delaware corporation (“Avaya”).

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FIRST AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2013 • RingCentral Inc • Services-computer processing & data preparation • California

This is a FIRST AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of August 14, 2013 (the “Amendment”) by and between RINGCENTRAL, INC., a California corporation, (“Borrower”) and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, (“Lender”).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 6th, 2014 • RingCentral Inc • Services-computer processing & data preparation

This Second Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 31st day of December, 2013, by and among Silicon Valley Bank (“Bank”), RingCentral, Inc., a Delaware corporation, and RCLEC, Inc., a Delaware corporation (individually and collectively, jointly and severally, “Borrower”) whose address is 1400 Fashion Island Boulevard, Suite 700, San Mateo, CA 94404.

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RINGCENTRAL, INC. AMENDMENT TO ROBERT LAWSON OFFER LETTER
Robert Lawson Offer Letter • September 13th, 2013 • RingCentral Inc • Services-computer processing & data preparation • California

This amendment (the “Amendment”) is made by and between Robert Lawson (“Employee”) and RingCentral, Inc., a California corporation (the “Company”, and together with Employee collectively referred to as the “Parties”) on August 15, 2013.

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RINGCENTRAL, INC. GLOBAL RESTRICTED STOCK UNIT AGREEMENT
Global Restricted Stock Unit Agreement • February 26th, 2021 • RingCentral, Inc. • Services-computer processing & data preparation • Delaware

Unless otherwise defined herein, the terms defined in the RingCentral, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and Country-Specific Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit B.

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