EXHIBIT Adocs.simpluris.com/4392/RingCentral_Stemple_Hybrid-SA.pdf · 2019. 9. 16. · 3. Since my...

0 SUPPLEMENTAL DECLARATION IN SUPPORT OF MOTION FOR PREMLIMINARY APPROVAL - CASE NO. 3:18-CV-04909-LB

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Matthew C. Helland, CA SBN 250451 [email protected] Daniel S. Brome, CA SBN 278915 [email protected] NICHOLS KASTER, LLP 235 Montgomery Street, Suite 810 San Francisco, CA 94104 Telephone: (415) 277-7235 Facsimile: (415) 277-7238

IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

Darren Stemple and Stefan Flores, on behalf of themselves and others similarly situated

Plaintiff,

v.

RingCentral, Inc.

Defendant.

Case No: 3:18-cv-04909-LB SUPPLEMENTAL DECLARATION OF DANIEL S. BROME IN SUPPORT OF PLAINTIFF’S MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT Date: August 15, 2019 Time: 9:30 a.m. Room: Courtroom B, 15th Floor Action Filed: Aug. 13, 2018

Case 3:18-cv-04909-LB Document 53 Filed 08/14/19 Page 1 of 32

1 SUPPLEMENTAL DECLARATION IN SUPPORT OF MOTION FOR PREMLINARY APPROVAL - CASE NO. 18-CV-04909-LB

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I, DANIEL S. BROME, declare:

1. I am an attorney with the law firm of Nichols Kaster, counsel of record for the

named Plaintiffs and opt-in Plaintiffs in this matter. I make this declaration based upon my

personal knowledge, and could so testify if called to do so.

2. As explained in my previous declaration, the parties agreed to the essential terms

to resolve Plaintiffs’ claims during a mediation on January 8, 2019. The parties continued to

negotiate the terms of the final settlement agreement. By early July, the parties had finalized

a written settlement agreement, although a fully executed copy was not available when

Plaintiffs filed for preliminary approval. (See ECF No. 48-1.)

3. Since my previous declaration, the parties fully executed the settlement

agreement. The fully-executed agreement is attached hereto as Exhibit A.

The foregoing statement is made under penalty of perjury and is true and correct the best of my

knowledge and belief.

Dated: August 14, 2019 By: s/Daniel S. Brome

Daniel S. Brome


EXHIBIT A


SETTLEMENT AGREEMENT AND STIPULATION

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JESSICA R. PERRY (STATE BAR NO. 209321) [email protected] KEVIN WHITTAKER (STATE BAR NO. 224700) [email protected] ORRICK, HERRINGTON & SUTCLIFFE LLP 1000 Marsh Road Menlo Park, CA 94025-1015 Telephone: 650 614 7400 Facsimile: 650 614 7401

Attorneys for Defendant RingCentral, Inc.

MATTHEW C. HELLAND (STATE BAR NO. 250451) [email protected] DANIEL S. BROME (STATE BAR NO. 278915) [email protected] NICHOLS KASTER, LLP 235 Montgomery Street, Suite 810 San Francisco, CA 9410 Telephone: 415 277 7235 Facsimile: 415 277 7238 Attorneys for Plaintiff and those similarly situated

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

Darren Stemple, individually and on behalf of all others similarly situated,

Plaintiff,

v.

RingCentral, Inc.,

Defendant.

Case No. 3:18-CV-04909-LB



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IT IS HEREBY STIPULATED, by and among Plaintiffs Darren Stemple and Stefan

Flores (together, “Plaintiffs”) on the one hand, and Defendant RingCentral, Inc. (“Defendant”,

and together with the Plaintiffs, the “Parties”), subject to the approval of the Court, that this

Action is hereby compromised and settled pursuant to the terms and conditions set forth below in

this Settlement Agreement (the “Settlement”):

DEFINITIONS

1. “Action” means the case entitled Darren Stemple, et al., individually and on behalf

of all others similarly situated, v RingCentral, Inc., United States District Court, Northern District

of California, Case. No. 3:18-CV-04909-LB, commenced on August 13, 2018.

2. “Administration Costs” means the actual and reasonable fees and costs charged by

the Settlement Administrator to administer this Settlement. The Administration Costs shall be

paid by Defendant directly separate and apart from the Settlement Amount.

3. “Settlement Agreement” means this document.

4. “Class” or “Class Member(s)” means the members of the following subclasses:

a. “FLSA Class” means all individuals who worked for Defendant in a

Covered Position at any time during the period beginning August 13, 2015

and ending on March 31, 2019, or the date of Preliminary Approval,

whichever is earlier. The “Pre-Settlement FLSA Class” means those

individuals who have already filed consent forms in the Action.

b. “Colorado Class” means all individuals who worked for Defendant in a

Covered Position in Colorado at any time during the period beginning

August 13, 2015 and ending on March 31, 2019.

c. “North Carolina Class” means all individuals who worked for Defendant in

a Covered Position in North Carolina at any time during the period

beginning October 5, 2015 and ending on March 31, 2019.

Members of the Colorado Class and North Carolina Class are collectively referred to as the “Rule

23 Class Members.”


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5. “Class Counsel” means Matthew Helland and Daniel Brome of Nichols Kaster,

LLP, who will seek appointment as counsel for the Class at the time of Preliminary Approval.

6. “Class List” means a complete list of all Class Members, including full name; last

known mailing address; Social Security number; dates of employment in a Covered Position;

location of employment in a Covered Position; and the number of Individual Workweeks that

each individual worked in a covered position. Defendant will in good faith compile the Class List

from their records and provide to the Settlement Administrator within ten (10) business days after

Preliminary Approval (as defined below) of this Settlement. The Class List is provided to the

Settlement Administrator solely for purposes of this Settlement, shall be treated as confidential,

shall not be shared by the Settlement Administrator and shall only be used for the purposes of

effectuating this Settlement. If a Class Member has questions about the Action (including about

the Settlement Agreement), the Settlement Administrator shall provide information about that

Class Member to Class Counsel for purposes of responding to Class Member inquiries.

7. “Complaint” means the operative Class and Collective Action Complaint on file

with the Court. “Complaint” includes the First Amended Complaint to be filed by stipulation in

conjunction with settlement approval.

8. “Covered Position” means all inside sales employees, including business

development representatives, sales development representatives, and account executives, and

other positions with similar job titles and duties.

9. “Court” means the United States District Court for the Northern District of

California.

10. “Defendant” means RingCentral, Inc.

11. “Defendant’s Counsel” means the law firm of Orrick, Herrington & Sutcliffe LLP

12. “Effective Date” means the later of the date by which this Settlement is finally

approved by the Court and the Judgment entered by the Court when the Action becomes final.

The Judgment “becomes final” upon the later of: (i) the date of final affirmance on an appeal in

the Action; (ii) the date of final dismissal of any appeal in the Action or the final dismissal of any

proceeding to review the order granting final approval or the Judgment entered in the Action; or


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(iii) if no appeals are filed, thirty (30) days following the Court’s Entry of Judgment.

Notwithstanding the Effective Date, this Settlement Agreement shall be immediately enforceable

per its terms upon signature by the Parties.

13. “Employer Taxes” means the payroll taxes (FICA, FUTA and state payroll and

withholding taxes) that Defendant would otherwise be obligated to pay as an employer on the

portion of the Individual Settlement Payments designated as wages.

14. “Exclusion Letter” means a letter to the Settlement Administrator postmarked by

the Response Deadline that includes the Rule 23 Class Member’s name and signature and the

following statement or equivalent language: “I request to be excluded from the class action

proceedings taking place in the matter of Darren Stemple, et al., individually and on behalf of all

others similarly situated, v RingCentral, Inc., United States District Court, Northern District of

California, Case. No. 3:18-CV-04909-LB.”

15. “Fee and Expense Award” means such award of attorneys’ fees and actual

litigation costs and expenses as the Court approves to be paid to Class Counsel for services

rendered to the Plaintiffs and the Class in the Action. The Fee and Expense award shall be

comprised of an amount not to exceed Six Hundred Eighty-One Thousand One Hundred and

Seventy-Eight Dollars and Sixty Nine Cents ($681,178.69), which is 25% of the Settlement

Amount of $2,724,714.75 for fees, and an amount not to exceed Fifteen Thousand Dollars and

Zero Cents ($15,000.00) for reasonable actual expenses incurred. Under no circumstances will

the amount for the Fee and Expense Award increase.

16. “Final Approval Hearing” means a hearing held before the Court to consider final

approval of the Settlement, the Fee and Expense Award and Service Award requests, and the

merits of any objections to the Settlement.

17. “Final Approval Order and Judgment” means the Final Approval Order and

Judgment presented to the Court for approval of the settlement outlined herein and which, once

approved, will constitute the final and definitive judgment between the parties in this Action..

18. “FLSA Opt-In Claim Form” means the document substantially in the form

attached hereto as Exhibit 1, which will be distributed to all Class Members.


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19. “FLSA Opt-Ins” means Class Members who submit a valid FLSA Opt-In Claim

Form on or before the Response Deadline. If any Pre-Settlement FLSA Class Members do not

return an FLSA Opt-In Claim Form, the statute of limitations on their FLSA claims will begin

running upon Final Approval Order and Judgment.

20. “Individual Settlement Payment” means the proportional share of the Net

Settlement Amount each Participating Class Member is entitled to receive in accordance with the

methodology set forth in this Settlement Agreement.

21. “Individual Workweeks” means the number of workweeks worked by an

individual Class Member in a Covered Position.

22. “Mediator” means Tripper Ortman.

23. “Net Settlement Amount” means the monies remaining from the Settlement

Amount following deductions of the Court-approved awards for the Fee and Expense Award, and

the Service Awards to Plaintiffs. The Net Settlement Amount will be used to pay Individual

Settlement Payments and the related Payroll Tax Withholdings.

24. “Notice Packet” means the Notices in substantially in same forms of Exhibit 2,

attached hereto, as approved by the Court and FLSA Opt-In Claim Form which will be distributed

to all Class Members. The Notices identify whether the Class Member is a Pre-Settlement FLSA

Opt-In, whether the Class Member is an FLSA Class Member only, or whether an FLSA Class

Member and Rule 23 Class Member.

25. “Payroll Tax Withholdings” means the Class Members’ share of all applicable

federal, state, and local payroll taxes or withholdings arising out of the settlement.

26. “Participating Class Members” means (a) all FLSA Opt-Ins and/or (b) all Rule 23

Class Members who do not submit a valid Exclusion Letter on or before the Response Deadline.

27. “Preliminary Approval” means that the Court has entered an order preliminarily

approving the terms and conditions of the Settlement, including the manner of providing notice to

Class Members. Class Counsel will draft the Motion for Preliminary Approval and supporting

documents, consistent with the terms of this Settlement Agreement. Class Counsel will provide a


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copy of the Motion for Preliminary Approval and supporting documents to Defendant’s Counsel

for review and approval at least five (5) business days before filing.

28. “Qualified Settlement Fund” means the fund set up by the Settlement

Administrator for the benefit of the Participating Class Members and from which the Individual

Settlement Payments to Participating Class Members and the related tax payments shall be made.

29. “Released FLSA Claims” means any and all claims, demands, rights, liabilities

and causes of action that were or could have been asserted for violation of the Fair Labor

Standards Act whether for unpaid wages, economic damages, liquidated damages, attorneys’ fees,

costs and expenses, pre- and post-judgment interest, or other relief arising out of the facts and/or

claims pled in the Complaint, which are or could be the basis of claims that Defendant failed to

provide all wages and overtime wages due, failed to pay the minimum wage and/or engaged in

recordkeeping violations, at any time before March 31, 2019.

30. “Released Other Claims” means any and all claims, demands, rights, liabilities and

causes of action that were or could have been asserted under CO Revised Statutes §8-4-101, et.

seq., 7, CO Code Reg. §1103-1; or NC Gen. Stat. §§ 95-25.4, 95-25.6 based on the claims pled in

the Complaint, including but not limited to claims for unpaid wages, economic damages,

liquidated damages, attorneys’ fees, costs and expenses, pre- and post-judgment interest, or other

relief arising out of the facts and/or claims pled in the Complaint, at any time before March 31,

2019.

31. “Released Parties” means Defendant and all of its respective past, present, and

future parents, subsidiaries, predecessors, successors and assigns, and all of their respective past,

present, and future officers, directors, employees, attorneys, insurers, representatives and agents,

and this Agreement shall inure to the benefit of and shall be binding and enforceable by all such

entities and individuals.

32. “Response Deadline” means sixty (60) calendar days from the initial mailing of

the Notice Packet.

33. “Service Awards” means an award in the amount of Five Thousand Dollars

($5,000) to Darren Stemple, and One Thousand Dollars ($1,000) to Stefan Flores, or such lesser


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amount as the Court approves, to be paid to the Plaintiffs in recognition for their services to the

Class. The Service Awards shall be paid from the Settlement Amount in exchange for a full

release of claims, known or unknown, by each of them in favor of the Released Parties.

34. “Settlement Administrator” means Simpluris Class Action Settlement

Administration.

35. “Settlement Amount” means the total of Two Million Seven Hundred Twenty-

Four Thousand Seven Hundred Fourteen Dollars and Seventy-Five Cents ($2,724,714.75), which

is the maximum amount Defendant may be required to pay under this Settlement, other than

amounts for Administration Costs and Employer Taxes which shall be paid separately by

Defendant. The Settlement Amount has three components: (1) the Net Settlement Amount; (2) the

Fee and Expense Award; and (3) the Service Awards to Plaintiffs. Except as set forth in

paragraph 66, the Settlement Amount is non-reversionary

RECITALS

36. Court Proceedings. On or about August 13, 2018, Plaintiffs filed the Action in

Court, alleging various violations of the FLSA and Colorado law (C.R.S. § 8-4-101 et. seq. and

C.C.R. §1103-1) arising from certain alleged acts or omissions concerning Defendant’s

employment and classification of inside sales representatives. Plaintiffs subsequently amended

the Action to include additional state law claims.

37. Mediation. The Parties participated in a private mediation before the Mediator on

January 8, 2019 and reached the Settlement memorialized in this Settlement Agreement.

38. Plaintiffs’ Claims. Plaintiffs contend their claims have merit and give rise to

Defendant’s liability. Nothing in this Settlement Agreement, the documents referenced in this

Settlement Agreement, nor any action taken to carry out the Settlement is, or may be construed as

or may be used as, an admission by or against Defendant as to the merits or lack thereof of the

claims asserted by the Plaintiffs.

39. Denial of Wrongdoing. Defendant has denied and continues to deny each of the

claims and contentions alleged by Plaintiffs in the Action, and believes it has valid defenses to

Plaintiffs’ claims. Defendant maintains that Class Members were properly classified as exempt


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inside salespersons, and paid in accordance with applicable wage and hour laws. Neither this

Settlement Agreement, nor any document referred to or contemplated herein, nor any action taken

to carry out the Settlement, may be construed as or may be used as, an admission, concession or

indication by or against Defendant of any fault, wrongdoing or liability whatsoever, including any

concession that certification of a class other than for purposes of this Settlement would be

appropriate in this or any other case. In addition, nothing herein shall be deemed to waive any of

Defendant’s objections and defenses to class certification or any other issue relating to or arising

from the allegations set forth in the Complaint.

40. Investigation, Discovery, and Research. The Parties represent that they

conducted significant investigation of the facts and laws in connection with the litigation of the

Action. Defendant provided information regarding the number of putative class members, dates

of employment, weeks worked, compensation data, and time-stamped electronic records that

evidence the amount of work activity engaged in by the Class Members. Plaintiffs and Class

Counsel spent significant time analyzing this information. Counsel for the Parties have further

investigated the applicable law regarding Plaintiffs’ claims, Defendant’s defenses, and the

damages claimed by Plaintiffs.

41. Plaintiffs’ Reasons for Settlement and Benefits to Class Members. Plaintiffs

considered the expense and length of continued proceedings necessary to continue the Action

against Defendant through trial. Plaintiffs also took into account the uncertainty and risk of the

outcome of further litigation, and the difficulties and delays inherent in such litigation, including

those involved in seeking collective and class certification pursuant to a contested motion.

Plaintiffs are also aware of the burdens of proof necessary to establish liability for the claims

asserted in the Action, Defendant’s defenses thereto, and the difficulties in establishing both

liability and damages. Plaintiffs have also considered the settlement negotiations conducted by

the Parties and the recommendations of the Mediator, who is highly experienced in employment

litigation, and the substantial benefits of the Settlement to the Class. Based on the foregoing and

on the advice of Class Counsel, Plaintiffs determined that the Settlement is fair, adequate and

reasonable, and is in the best interest of the Class.


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42. Defendant’s Reasons for Settlement. Defendant’s Counsel also investigated the

law and facts relating to the claims asserted in the Action. Based upon that investigation, and

taking into account the contested issues, the expense and time necessary to defend the Action

through trial, the risks and costs of further defense of the Action, the uncertainties of complex

litigation, and the advice of Defendant’s Counsel, Defendant concluded that the Settlement on the

terms set forth herein is fair, adequate and reasonable, and in the best interest of Defendant.

NOW THEREFORE, it is agreed by and between the undersigned that the Action be

settled and compromised, conditioned upon approval by the Court and the other conditions set

forth in this Agreement, as between Plaintiffs, on behalf of themselves and the Class Members

they represent, and Defendant, on the following terms and conditions:

TERMS OF AGREEMENT

43. Stipulation for Certification for Settlement Purposes. The Parties stipulate and

agree to the certification of the Class for purposes of the Settlement. Should, for whatever reason,

the Settlement not receive final approval, the Parties’ stipulation to certification shall become null

and void ab initio and shall have no bearing on, and shall not be admissible in connection with,

the issue of whether certification would be appropriate in a non-settlement context. For the sake

of clarity, Defendant expressly reserves its right and declares that it intends to vigorously oppose

certification should this Settlement not become final.

44. Stipulation for Conditional Certification of the FLSA Class. The Parties

stipulate and agree to the conditional certification of the FLSA Class for purposes of the

Settlement. Should, for whatever reason, the Settlement not receive final approval, the Parties’

stipulation to conditional certification shall become null and void ab initio and shall have no

bearing on, and shall not be admissible in connection with, the issue of whether certification

would be appropriate in a non-settlement context. For the sake of clarity, Defendant expressly

reserves its right and declares that it intends to vigorously oppose certification should this

Settlement not become final.

45. Application for Preliminary Approval. Class Counsel shall file a motion with

the Court seeking Preliminary Approval of the Settlement within two weeks of execution of this


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Agreement. Class Counsel will draft the Motion for Preliminary Approval, and supporting

documents, consistent with the terms of this Agreement. Class Counsel shall provide a copy of

the draft motion for Preliminary Approval to Defendant’s Counsel for review and approval at

least two (2) business days before filing it with the Court. Class Counsel shall timely and

properly file the Motion for Preliminary Approval with the Court, along with a copy of this

Agreement and its exhibits, and any other documents necessary to implement the Settlement.

Solely for purposes of this Settlement, Class Counsel will request that the Court enter a

Preliminary Approval Order substantially in the form of Exhibit 3 attached hereto, preliminarily

approving the proposed Settlement, conditionally certifying the Class, appointing Class Counsel,

appointing Plaintiffs as the class representatives, ordering the Notice Packet be distributed to

Class Members, and setting a date for the Final Approval Hearing.

46. The Parties agree that to facilitate administration of the Settlement pending final

approval, they shall jointly request that the Court enjoin Plaintiffs and all Class Members, during

the period between Preliminary Approval and Final Approval of this Settlement, from filing or

prosecuting any claims, suits or administrative proceedings regarding claims released by the

Settlement, unless and until a Class Member has submitted a valid Exclusion Letter to the

Settlement Administrator, or, if the Class Member is only a member of the FLSA Class, the

Response Deadline has passed with the Class Member having not submitted an FLSA Opt-In

Claim Form.

47. Procedures for Distributing the Notice Packet to the Class Members. The

Parties agree to the following procedures for giving notice of this Settlement to the Class:

a) Defendant will provide the Settlement Administrator with the Class List,

which is in a format that is complete and ready to use by the Settlement Administrator,

within fourteen (14) days following the date of the Preliminary Approval.

b) The Settlement Administrator shall be responsible for:

(i) Updating Class Member addresses by way of a search of the

National Change of Address database before mailing the Notice Packets, and

performing skip traces as necessary upon the return of mail;


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(ii) Obtaining a toll-free number and U.S. Post Office Box for all Class

Member communications;

(iii) Creating and maintaining a website for Class Members that links to

the Settlement Agreement, Notice, FLSA Opt-In Claim Form, motions for

approval and for attorneys’ fees, and other important documents in the case, and

allows for submission of FLSA Settlement Opt-In Claim Forms;

(iv) Printing and mailing the Notice Packet to all Class Members as

directed by the Court;

(v) Estimating the amount of each Individual Settlement Payment for

which Class Members are eligible and including that estimated amount in the

Notice Packet;

(vi) Calculating Individual Settlement Payments to award to

Participating Class Members;

(vii) Investigating, consulting with counsel for the Parties, and making

determinations regarding any disputes raised by Class Members regarding the

calculation of their Individual Settlement Payments;

(viii) Receiving, reviewing, and keeping track of timely and proper

Exclusion Letters submitted by Class Members, and providing copies of each

Exclusion Letter, upon request of either of the Parties;

(ix) Distributing and paying the Individual Settlement Payments, the

Service Awards to Plaintiffs, the Fee and Expense Award, and appropriate Payroll

Tax Withholdings;

(x) Calculating the wage, interest and penalties portions of each

Individual Settlement Payment and preparing the necessary tax documents to remit

to the appropriate governmental taxing authorities;

(xi) Computing the Employer’s Taxes; and


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(xii) Such other tasks as the Parties mutually agree or the Court orders

the Settlement Administrator to perform, including responding to questions from

Class Members or directing such questions to the Parties, as appropriate.

48. The Parties agree to cooperate with Settlement Administrator and to make all

reasonable efforts to control and minimize the costs and expenses incurred in administration of

the Settlement.

49. The Parties represent that they do not have any financial interest in the Settlement

Administrator or otherwise have a relationship with the Settlement Administrator that could

create a conflict of interest.

50. Within fourteen (14) days after receiving the Class List, the Settlement

Administrator shall send a copy of the Notice Packet to Class Members first-class U.S. Mail,

using the most current mailing address available either from Defendant’s records or any more

current address discovered from the Settlement Administrator’s reasonable address searches.

Any Notice Packets returned to the Settlement Administrator as undelivered and bearing a

forwarding address shall be re-mailed by the Settlement Administrator as soon as possible, and in

any event within two (2) business days, following receipt of the returned mail. For any Notice

Packets returned to the Settlement Administrator without a forwarding address, the Settlement

Administrator shall conduct a computer/SSN and “skip trace” search to obtain an updated

address, and shall promptly re-mail the Notice Packets to any newly-found address or addresses.

The re-mailed Notice Packet shall be identical to the original Notice Packet. The Settlement

Administrator shall undertake all reasonable efforts to locate the addresses of Class Members and

to send a Notice Packet to all Class Members.

51. Receipt of a Notice Packet will be presumed if the Notice Packet is not returned to

the Settlement Administrator as undeliverable.

52. Procedure for Objecting to the Settlement. Only Participating Class Members

may make objections to the Settlement. Participating Class Members who wish to object to the

Settlement shall submit objections using the procedures set forth in the Notice. Any objection

must be in writing and must be accompanied by any documentary or other evidence and any


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factual or legal arguments that the objecting Participating Class Member intends to rely upon in

making the objection. All objections must clearly identify the case name and number, must be

submitted to the Court either by mailing them to the Court or by filing them in person at any

location of the Court, and be filed or postmarked on or before the Response Deadline. Class

Members who have not excluded themselves and who properly and timely submitted objections

may appear at the Final Approval Hearing, either in person or through a lawyer retained at their

own expense.

53. Procedure for Requesting Exclusion from the Settlement. Class Members who

wish to be excluded from the Settlement shall submit Exclusion Letters using the procedures set

forth in the Notice.

a) The date of the postmark on the Exclusion Letter envelope, or equivalent

proof of mailing before the Response Deadline, i.e., via FedEx, UPS, or certified mail,

shall be the exclusive means used to determine whether a Class Member has timely

returned an Exclusion Letter by mail on or before the Response Deadline.

b) Any Class Member who fails to submit a valid and timely Exclusion Letter

shall be bound by all terms of the Final Approval Order and Judgment entered in this

Action if the Settlement is finally approved by the Court, regardless of whether he or she

has objected to the Settlement.

c) Persons who return a valid Exclusion Letter will not be eligible to receive

an Individual Settlement Payment and will not be deemed to have settled, released, or

relinquished the Released FLSA Claims or the Released Other Claims, as applicable.

d) If a question is raised about the authenticity of a signed Exclusion Letter,

the Settlement Administrator will have the right to demand additional proof of the Class

Member’s identity.

e) If a Rule 23 Class Member does not return an Exclusion Letter in the

manner specified above by the Response Deadline, then he or she shall be deemed to have

expressly settled, released, and relinquished the Released Other Claims.

f) If at any time before the Response Deadline, a Class Member submits an


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Exclusion Letter that is not signed, the Settlement Administrator shall send a letter

requesting that the defect be cured by the Response Deadline in order to effectuate a valid

exclusion from the Settlement. The Settlement Administrator must mail the cure letter

within two (2) business days of receiving the defective Exclusion Letter.

g) If a Class Member does not cure a defective Exclusion Letter by the

Response Deadline, the defective Exclusion Letter will be considered invalid and the

Class Member shall be deemed to have expressly settled, released, and relinquished the

Released Other Claims.

h) No later than five (5) business days after the Response Deadline, the

Settlement Administrator will provide Counsel for the Parties a complete list of all Class

Members who timely requested exclusion and a list of any invalid Exclusion Letters.

54. Challenges/Disputes to Individual Workweeks. Class Members who wish to

challenge or dispute their Individual Workweeks as shown in the Notice, may notify the

Settlement Administrator of the dispute and should produce any supporting information or

evidence available to them. Defendant will review its records and provide information to the

Settlement Administrator in response to any such disputed claim. Defendant’s records will be

presumed determinative, but the Settlement Administrator will evaluate the evidence submitted

by the Class Member, consult with the Parties as appropriate, and make the decision as to the

correct number of Individual Workweeks. The determination by the Settlement Administrator

will be final and binding, and the Class Member will be notified in writing of the determination.

55. Reminders. Approximately twenty-one (21) calendar days before the Response

Deadline, the Settlement Administrator shall send postcards to all other FLSA Class Members

who have not submitted FLSA Opt-In Claim Forms reminding them of the Response Deadline

and procedure for submitting FLSA Opt-In Claim Forms.

56. No Solicitation of Objections or Exclusions. The Parties agree to use their best

efforts to carry out the terms of this Settlement. Neither the Parties nor their counsel nor their

agents will contact Class Members for the purpose of attempting to influence them not to

participate in this Settlement or to solicit or otherwise encourage Class Members or any other


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person or entity to submit written objections to the Settlement, or encourage Class Members or

any other person to appeal from the Final Approval Order and Judgment in this Action.

FINAL APPROVAL AND JUDGMENT

57. Final Approval Hearing. A Final Approval Hearing shall be held on a date set

by the Court. Class Counsel shall draft a Motion in Support of Final Approval of the Settlement

and provide a copy of the draft to Defendant’s Counsel for review and approval at least two (2)

business days before filing it with the Court.

Class Counsel shall timely file the Motion in Support of Final Approval of the Settlement

with the Court, together with the Settlement Administrator’s declaration detailing its efforts

regarding the provision of the Notice Packets to the Class Members and its duties and

responsibilities pursuant to the terms of this Settlement. The Settlement Administrator’s

declaration must also include information about the number of undeliverable Notice Packets, the

number of Class Members who submitted proper and timely Exclusion Letters, the number of

FLSA Class Members who submitted valid and timely FLSA Opt-In Claim Forms, and the

number of Class Members who objected to the settlement.

58. Fee and Expense Award, Service Awards to Plaintiffs, and Administration

Costs. In addition to the Motion for Final Approval, Class Counsel will file a separate Motion

seeking approval of their Fees and Expense Award and the Service Awards to Plaintiffs. Such

motion shall be filed at least fourteen (14) calendar days before the Response Deadline.

59. Entry of Judgment. At the Final Approval Hearing, the Parties shall request that

the Court enter a final Judgment in accordance with the terms of this Agreement and which

dismisses the Action with prejudice. It is expressly agreed by the Parties that the Court will retain

jurisdiction to enforce the terms of this Agreement and the Judgment. Class Counsel will prepare

and submit a proposed Judgment in connection with the filing of the Motion for Final Approval.

60. Nullification of Settlement Agreement. The Parties agree that if 5% or more of

the Class requests exclusion from the Settlement, Defendant may, in its sole discretion, choose to

reject and nullify the Settlement in its entirety. In that event, the Settlement Agreement shall be

null and void ab initio and any order or judgment entered by the Court in furtherance of this


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Settlement shall be treated as withdrawn or vacated by stipulation of the Parties. In such case, the

Parties shall be returned to their respective positions as of the date immediately prior to the

execution of this Settlement Agreement, and the Parties shall proceed in all respects as if this

Settlement Agreement had not been executed.

PAYMENT OF THE SETTLEMENT AMOUNT

61. Consideration from Defendant. In full settlement of the claims asserted herein

by Participating Class Members (the Released Other Claims for the Rule 23 Class Members and

the Released FLSA Claims for the FLSA Opt-Ins), Defendant shall pay the Settlement Amount.

In no event (except those circumstances described herein) will Defendant be required to pay out

more than the Settlement Amount plus the associated Employer Taxes and Administration Costs,

and the Parties agree this is a material term of this Settlement.

62. Timing of Payment. Defendant will deliver the entire Settlement Amount to the

Settlement Administrator within fourteen (14) days after the Effective Date.

63. Custody of the Funds. No withdrawals other than those specified herein shall be

made from the Settlement Amount without prior approval from the Court.

INDIVIDUAL SETTLEMENT PAYMENTS

64. Settlement Formula. The Settlement Administrator shall have the authority and

obligation to calculate the amounts of Individual Settlement Payments in accordance with the

methodology set forth in this Agreement and orders of the Court. The Parties recognize and agree

that the claims for relief in the Action are extremely difficult to determine with any certainty for

any given year, or at all, and are subject to myriad differing calculations and formulas. The

Parties agree that the formula for allocating the Individual Settlement Payments is reasonable and

that the payments are designed to provide a fair settlement to such persons, in light of the

uncertainties of the compensation alleged to be owed to the Class and the calculation of such

amounts. Only Participating Class Members will receive Individual Settlement Payments.

It shall be the responsibility of the Settlement Administrator to timely and properly

withhold from Individual Settlement Payments payable to Claimants all applicable Payroll Tax

Withholdings, but not federal, state, and local income taxes, and to prepare and deliver the


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necessary tax documentation and, thereafter, to cause the appropriate deposits of withholding

taxes and informational and other tax return filing to occur. Each Participating Class Member will

be responsible for paying all applicable state, local, and federal income taxes on all amounts the

Participating Class Member receives pursuant to this Settlement.

The Parties have agreed that the Individual Settlement Payments will be calculated on the

basis of the number of Individual Workweeks, weighted according to whether the Participating

Class Member is an FLSA Opt-In only, a Rule 23 Class Member only, or both. The Individual

Workweeks for Participating Class Members who are FLSA Opt-Ins only or Rule 23 Class

Members only will be weighted as 1.0. The Individual Workweeks for Participating Class

Members who are Rule 23 Class Members and FLSA Opt-Ins will be weighted as 1.25. By way

of example only:

Individuals A, B, and C each worked for 10 weeks in Covered Positions during the

applicable time period. Individual A is an FLSA Class Member, and not a Rule 23 Class Member,

but returns an FLSA Opt-In Claim Form, and is therefore an FLSA Opt-In only. Individual B is

an FLSA Class Member and a Rule 23 Class Member, but does not return an FLSA Opt-In Claim

Form, and is therefore a Rule 23 Class Member Only. Individual C is an FLSA Class Member

and a Rule 23 Class Member, and does return an FLSA Opt-In Claim Form, and is therefore a

Rule 23 Class Member and FLSA Opt-In. For purposes of determining the Individual Settlement

Payments, Individuals A and B will each be allocated a proportionate share of the Net Settlement

Amount based on 10 weighted workweeks, and Individual C will be allocated a proportionate

share of the Net Settlement Amount based on 12.5 weighted workweeks.

The Individual Settlement Payments will be allocated as follows: 50% to settlement of

wage claims, which will be subject to required tax withholdings; and 50% to settlement of claims

for liquidated damages, interest and/or statutory penalties, which will be paid without withholding

any amount. The portion allocated to wages shall be reported on an IRS Form W-2, and the

portion allocated to liquidated damages, interest and statutory penalties shall be reported on an

IRS Form 1099.

65. No Claim Form Required for Non-FLSA Class Members. Members of the


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Non-FLSA Classes do not need to submit a Claim Form to receive an Individual Settlement

Payment, but the Individual Settlement Payment will be larger for those who submit a valid

FLSA Opt-In Claim Form. Class Members who do not submit a valid and timely Exclusion

Letter will release the Released Other Claims (if applicable) as of the Effective Date, whether or

not they cash their Settlement checks by the 180-day deadline set forth below. The funds from

any uncashed checks will be deemed “uncashed” and will be distributed to the cy pres beneficiary

below. Each Settlement check shall bear the following disclaimer: “You are receiving this check

from the settlement of a wage and hour class action, Stemple v. RingCentral, Inc., United States

District Court, Northern District of California, Case. No. 3:18-CV-04909-LB and have released

certain claims against RingCentral through that class action. For more information, please visit

[website for settlement].”

66. FLSA Opt-In Claim Form Required to Release FLSA Claims and Receive

FLSA Allocation. Each FLSA Class Member, including Pre-Settlement FLSA Opt-Ins, will only

receive his or her maximum Individual Settlement Payment if he/she submits a valid and timely

FLSA Opt-In Claim Form (FLSA Class Members who are also Rule 23 Class Members will still

receive an Individual Settlement Payment whether or not they also submit Opt-In Forms). Any

FLSA Class Member who does not submit a valid and timely FLSA Opt-In Claim Form will not

receive the portion of his/her Individual Settlement Payment for the FLSA claims and will not

release FLSA claims. Any Pre-Settlement FLSA Opt-In who does not submit a valid and timely

FLSA Opt-In Claim Form will not receive the portion of his/her Individual Settlement Payment

for the FLSA claims and will not release FLSA claims. In addition, if a Pre-Settlement Opt-In

does not submit a valid and timely Opt-In Form, his/her individual claims shall be dismissed

without prejudice upon entry of the Final Approval Order and Judgment, the portion of his/her

Individual Settlement Payment for the FLSA claims shall be deducted from the Net Settlement

Sum and shall not be paid by Defendant, and the statute of limitations for his/her claims shall

resume running immediately upon dismissal.

67. No Impact on Employee Benefits. No benefit, including but not limited to any

ERISA plan such as a 401K, shall increase or accrue as a result of any payment made as a result


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of this Settlement.

68. Date of Distribution of Payments Under This Agreement. Individual

Settlement Payments will be distributed to the Participating Class Members within fourteen (14)

days after the Settlement Administrator receives the Settlement Amount, but in no event shall any

payment be made prior to or on the Effective Date. Distributions of the Fee and Expense Award,

and Service Payments will occur at the same time.

69. Uncashed Settlement Checks. If a Participating Class Member’s Individual

Settlement Payment is returned to the Settlement Administrator, the Settlement Administrator

will make reasonable efforts to re-mail it to the Participating Class Member at his or her correct

address. Checks for payments to the Participating Class Members will become void if not cashed

within one hundred eighty (180) days after their initial mailing. Any funds from uncashed checks

shall be sent to cy pres beneficiary Community Legal Services in East Palo Alto, a non-profit that

offers legal services to low-income families and specializes in immigration, housing, workers’

right, records clearance, and consumer protection.

70. No Claim Arising From Administration of the Settlement. No person shall

have any claim against Defendant, Defendant’s Counsel, Plaintiffs, Class Members, Class

Counsel or the Settlement Administrator based on mailings, distributions and payments made in

accordance with or pursuant to this Agreement. Neither the Parties, Class Counsel, nor the

Settlement Administrator are providing or shall be deemed to have provided tax advice of any

kind to any Class Member, to Plaintiffs or to any other person or entity in connection with

payments made according to this Settlement Agreement.

71. Fee and Expense Award. Class Counsel intends to request that the Court award

the Fee and Expense Award. The amounts paid in the Fee and Expense Award shall be for all

claims for attorneys’ fees, expenses, and costs incurred in the Action by Class Counsel in the past,

present, or future. Class Counsel shall not be permitted to petition the Court for, or accept, any

additional payments for fees, costs, or expenses in connection with the Action. Defendant shall

not oppose the Fee and Expense Award request consistent with this Agreement. Should the Fee

and Expense Award approved by the Court be less than the amount sought, the difference shall be


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added to the Net Settlement Amount. While the Court’s denial of any amount of the requested

Fee and Expense Award shall not be a basis for refusing to enforce the Settlement, Class Counsel

may appeal the denial of any amount of the requested Fee and Expense Award. Any such appeal

shall not delay payment of Individual Settlement Payments.

Payment of the Fee and Expense Award to Class Counsel shall constitute full satisfaction

of any obligation to pay any amounts to any person, attorney, or law firm for attorneys’ fees,

expenses or costs in the Action incurred by any attorney on behalf of the Plaintiffs or the Class

Members, and shall relieve the Released Parties of any other claims or liability to any other

attorney or law firm for any attorneys’ fees, expenses, or costs to which any of them may claim to

be entitled on behalf of the Plaintiffs or the Class Members for the Action. Plaintiffs and Class

Counsel are not aware of any liens or claims for attorneys’ fees and costs other than those of

Class Counsel arising from the Released Claims.

72. Defendant’s Legal Fees and Costs. Defendant’s own legal fees, costs and

expenses incurred in the Action shall be borne by Defendant.

73. Service Awards to Plaintiffs. Class Counsel intend to request that the Court

approve Service Awards to Plaintiffs for initiating this Action, representing the interests of the

Class, undertaking the risk of liability for the payment of costs in the event this Action were

unsuccessful, and a full release of claims, known or unknown, against the Released Parties. The

Service Awards paid under this Agreement shall be reported on IRS Form 1099 by the Settlement

Administrator and provided to Plaintiffs and applicable government authorities. Defendant will

not object to the Service Awards request in the amounts set forth in this Agreement.

Should the Service Awards approved by the Court be less than the amount sought, the

difference shall be added to the Net Settlement Amount.

The payment of the Service Awards in no way prohibits Plaintiffs’ receipt of their

Individual Settlement Payments as Class Members.

74. Notification and Certification by Settlement Administrator. Following the

initial mailing of the Notice Packets, the Settlement Administrator shall keep counsel for the

Parties apprised on a weekly basis of the status of the delivery of Notice Packets, any


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dispute/challenges to the Individual Workweek and resolution of disputed claims, Exclusion

Letters received, and objections received. Such information will be specifically set forth in the

Settlement Administrator’s declaration, which will be filed by Class Counsel with the Motion in

Support of Final Approval of the Settlement. Following the deadline for Participating Class

Members to cash or otherwise claim their Individual Settlement Payments, the Settlement

Administrator will submit a supplemental declaration detailing the payments made, the number of

checks cashed, and the total unclaimed amounts to be paid to the cy pres beneficiary. The

declaration shall provide detail regarding the type of each payment claimed or unclaimed. Upon

completion of administration of the Settlement, the Settlement Administrator shall provide

written certification of such completion to counsel for the Parties.

RELEASED CLAIMS

75. General Release by Plaintiffs. The Service Awards are paid in consideration of

Plaintiffs providing Defendant the following general release of claims: Plaintiffs (on their own

behalf and on behalf of their respective heirs, beneficiaries, trustees, executors, administrators,

assigns, agents, insurers, representatives, and successors) knowingly, voluntarily, irrevocably, and

unconditionally, fully and forever waive, release, and discharge the Released Parties from, and

acknowledge full accord and satisfaction of, any and all debts, agreements, promises, liabilities,

claims, damages, actions, causes of action, or demands of any kind or nature whatsoever (upon

any legal or equitable theory, whether contractual, common law or statutory, under federal, state

or local law or otherwise), whether known or unknown, asserted or unasserted, by reason of any

act, omission, transaction, agreement or occurrence, that Plaintiffs have ever had, now have, or

hereafter may have against the Released Parties arising out of or relating to the claims asserted in

the Action or any other event, act, occurrence, or omission taking place on or before the date the

Court grants final approval of this Settlement.

This release specifically includes any and all claims, demands, obligations or causes of

action for damages, restitution, penalties, interest, and attorneys’ fees and costs relating or in any

way connected with the matters referred to herein, whether or not known or suspected to exist,

and whether or not specifically or particularly described herein. Plaintiffs expressly waive all


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rights and benefits accorded by California Civil Code Section 1542, which states as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Plaintiffs also covenant not to sue the Released Parties for any of the claims released in

this Agreement.

ADDITIONAL TERMS

76. Publicity and Confidentiality. Neither Plaintiffs nor Class Counsel shall engage

in or initiate the publication of any press releases or advertising relating to this Settlement or

Defendant. Class Counsel may include on their websites the following disclosure about the

Action: “Our firm represented plaintiffs who worked as Sales Representatives for RingCentral,

selling RingCentral products and accessories. These plaintiffs claimed that they were

misclassified because they did not qualify as exempt employees under federal and applicable state

wage hour laws. The case was venued in the United States District Court for the Northern

District of California. The Court approved a settlement in the matter, which resulted in $[insert

amount of $ actually paid out to participating class members] being distributed to participating

class members and $[insert Class Counsel fees and costs approved by the Court] being awarded

by the Court for Class Counsel fees and costs.” Class Counsel may also refer to this case by

name, case number, and a general description of the claims and outcome of the case and/or the

Court’s award of attorney fees in declarations supporting Class Counsel’s adequacy as class

counsel in future actions.

77. Privacy of Documents and Information. At the specific request of Defendant,

Plaintiffs and Class Counsel agree that they will return to Defendant any and all documents and

information provided to them by Defendant in connection with this Action within thirty (30)

calendar days of the Effective Date, and that none of the documents and information provided by

Defendant shall be used for any purpose other than prosecution of this Action. Alternatively,

Defendant may require that Class Counsel certify that all such documents have been securely


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destroyed. These provisions do not preclude Class Counsel from preserving work product and

publicly available documents and information. Defendant or its Counsel will maintain a copy of

any such returned or deleted material for six years, to be provided to Class Counsel upon request

in the event that Class Counsel must respond to or defend any claim in connection with the

Action.

78. Exhibits, Headings, and Captions. The terms of this Settlement Agreement

include the terms set forth herein and attached Exhibits 1-3, which are incorporated by this

reference as though fully set forth herein. The descriptive headings and captions contained in this

Settlement Agreement are inserted for convenience and in no way define, limit, extend or

describe the scope of this Agreement or the intent of any provision thereof.

79. Interim Stay of Proceedings. Pending the Final Approval Hearing, the Parties

agree to a stay of all proceedings in the Action, including all matters scheduled with the Court,

except such proceedings as are necessary to implement and complete the Settlement, or to comply

with any order of the Court.

80. Amendment or Modification. This Settlement Agreement may not be amended

or modified in any respect except by a written instrument duly executed by all of the Parties to

this Settlement Agreement or their counsel.

81. Entire Agreement. This Settlement Agreement constitutes the entire Settlement

Agreement of the Parties with respect to the matters discussed herein, and no oral or written

representations, warranties or inducements have been made to any Party concerning this

Settlement Agreement other than the representations, warranties, and covenants contained and

memorialized in such documents. All prior or contemporaneous negotiations, agreements,

understandings, and representations, whether written or oral, are expressly superseded hereby and

are of no further force and effect. Each of the Parties acknowledges that it has not relied on any

promise, representation or warranty, express or implied, not contained in this Settlement

Agreement.

82. Authorization to Enter into Settlement Agreement. Each signatory to this

Settlement Agreement hereby warrants and represents that he or she has the authority to execute


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this Settlement Agreement, thereby binding the respective party to take all appropriate action

required or permitted to be taken by the Parties pursuant to this Settlement Agreement to

effectuate its terms and to execute any other documents required to effectuate the terms of this

Settlement Agreement. The Parties and their counsel agree to cooperate with each other and to

use their best efforts to effect the implementation of this Settlement Agreement.

83. Binding Effect of the Agreement. This Settlement Agreement shall be binding

upon, and inure to the benefit of, the Parties and their respective heirs, legal representatives,

executors, administrators, agents, insurers, successors, and assigns.

84. Choice of Law. In determining the rights of the Parties hereto, this Settlement

Agreement shall be governed by, construed, and interpreted in accordance with the laws of the

state of California, without regard to the conflict of laws principles thereof.

85. Counterparts. This Settlement Agreement may be executed in one or more

counterparts, each of which shall be deemed an original. This Settlement Agreement is effective

upon execution of at least one counterpart by each party to this Settlement Agreement.

Signatures transmitted by facsimile or e-mail shall be deemed and shall have the same force and

effect as original “wet” signatures.

86. Representation by Counsel and Cooperation in Drafting. The Parties

acknowledge that they have been represented by counsel throughout all negotiations and in the

execution of this Settlement Agreement and that this Settlement Agreement has been executed

with the consent and advice of counsel. In addition, each of the Parties has cooperated in the

drafting and preparation of this Settlement Agreement. Hence, any rule which construes

ambiguities against the drafter shall have no force or effect.

87. Inadmissibility of Settlement Agreement. If this Settlement Agreement does not

become effective or is cancelled or terminated for any reason, it shall be deemed negotiation for

settlement purposes only and will not be admissible in evidence or usable for any purpose

whatsoever in the Action or any proceedings between the Parties except in connection with

enforcing its terms. Whether or not the Settlement is finally approved, neither the Settlement, nor

any of its terms, nor any document, statement, proceeding or conduct related to this Settlement


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Agreement, nor any reports or accounts thereof, shall in any event be construed as, offered or

admitted in evidence as, received as, or deemed to be evidence for any purpose adverse to the

Parties, including, but not limited to, evidence of a presumption, concession, indication or

admission by any of the Parties of any liability, fault, wrongdoing, omission, concession, or

damage.

88. Invalidity of Any Provision. If any provision of this Settlement Agreement is

held to be invalid, void, or unenforceable, the remaining provisions nevertheless shall continue in

full force and effect, unless such provision is explicitly listed as a material term.

89. Plaintiffs’ Waiver of Right to be Excluded and Object. By signing this

Settlement Agreement, Plaintiffs agree to be bound by the terms herein, not to request to be

excluded from the Settlement, and not to object to any of the terms of this Settlement Agreement.

Any such request for exclusion or objection by the Plaintiffs shall therefore be void and of no

force or effect.

90. Terminology and Construction. All personal pronouns used in this Settlement

Agreement, whether used in the masculine, feminine, or neutral gender, shall include all other

genders, and the singular shall include the plural and vice versa.

91. Notices. Any notices or other documents that must or may be transmitted to Class

Counsel or Defendant’s Counsel, pursuant to any section of this Settlement Agreement, shall be

transmitted to each of the following:

For Documents to Defendant’s Counsel: Jessica R. Perry [email protected] Orrick, Herrington & Sutcliffe LLP 1000 Marsh Road Menlo Park, CA 94025-1015 Telephone: +1 650 614 7400

For Documents to Class Counsel:

Matthew C. Helland [email protected] Nichols Kaster, LLP 235 Montgomery Street, Suite 810 San Francisco, CA 94104 Telephone: +1.415.277.7235



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SETTLEMENT AGREEMENT AND

STIPULATION 3:18-CV-04909-LB

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The Parties and all counsel acknowledge and agree that for the purposes of any claims,

actions, or proceedings arising out of this Settlement Agreement, notice provided to Class

Counsel shall be deemed to be notice to the Plaintiffs.

Dated: ___, 2019 Darren Stemple Plaintiff

Dated: ___, 2019 Stefan Flores

Dated: ___, 2019 Matthew Helland Nichols Kaster, LLP Attorneys for Plaintiffs and Class members

Dated: ___, 2019 By: _____________________ Title: For RingCentral, Inc.

Dated: ___, 2019 Jessica R. Perry ORRICK, HERRINGTON & SUTCLIFFE LLP Attorneys for Defendant RingCentral, Inc.

4144-5460-1244.2

06/25


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SETTLEMENT AGREEMENT AND

STIPULATION 3:18-CV-04909-LB

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The Parties and all counsel acknowledge and agree that for the purposes of any claims,

actions, or proceedings arising out of this Settlement Agreement, notice provided to Class

Counsel shall be deemed to be notice to the Plaintiffs.

Dated: ___, 2019 Darren Stemple Plaintiff

Dated: ___, 2019 Stefan Flores

Dated: ___, 2019 Matthew Helland Nichols Kaster, LLP Attorneys for Plaintiffs and Class members

Dated: ___, 2019 By: _____________________ Title: For RingCentral, Inc.

Dated: ___, 2019 Jessica R. Perry ORRICK, HERRINGTON & SUTCLIFFE LLP Attorneys for Defendant RingCentral, Inc.

4144-5460-1244.2

6/26



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