Freshworks Inc. — Director's Dealing 2021

Sep 22, 2021

xml version="1.0"? X0206 3 2021-09-21 0 0001544522 Freshworks Inc. FRSH 0001881956 Accel Growth FII (Mauritius) Ltd. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001881958 Accel India III (Mauritius) Ltd. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001881957 Accel India IV (Mauritius) Ltd. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001881960 Accel Leaders II Holdings (Mauritius) Ltd. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001881959 Accel Leaders Holdings (Mauritius) Ltd. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 Series A Preferred Stock Class B Common Stock 78280 D Series A Preferred Stock Class B Common Stock 12736350 I See footnotes Series B Preferred Stock Class B Common Stock 9932610 I See footnotes Series C Preferred Stock Class B Common Stock 6344560 I See footnotes Series D Preferred Stock Class B Common Stock 4258710 D Series D Preferred Stock Class B Common Stock 2306400 I See footnotes Series E Preferred Stock Class B Common Stock 5677850 D Series F Preferred Stock Class B Common Stock 3562740 D Series G Preferred Stock Class B Common Stock 2013320 D Series G Preferred Stock Class B Common Stock 2013310 I See footnotes Series H Preferred Stock Class B Common Stock 3758740 I See footnotes Class B Common Stock Class A Common Stock 7618040 D Class B Common Stock Class A Common Stock 1812750 I See footnotes Class B Common Stock Class A Common Stock 665040 I See footnotes Class B Common Stock Class A Common Stock 1647250 I See footnotes All shares of Series A Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each of Accel Growth FII (Mauritius) Ltd, Accel India III (Mauritius) Ltd, Accel India IV (Mauritius) Limited, Accel Leaders Holdings (Mauritius) Ltd, Accel Leaders II Holdings (Mauritius) Ltd. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. Shares held by Accel Growth FII (Mauritius) Ltd. (AGF2M). AGF2M is a wholly owned subsidiary of Accel Growth Holdings (Mauritius) Ltd., which is owned by Accel Growth Fund II L.P. (AGF2), Accel Growth Fund II Strategic Partners L.P. (AGF2SP) and Accel Growth Fund Investors 2012 L.L.C. Accel Growth Fund II Associates L.L.C. is the general partner of AGF2 and AGF2SP. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AGF2M and collectively make investment and voting decisions with respect to the shares held by AGF2M. Shares held by Accel India III (Mauritius) Ltd. (AIN3M). AIN3M is a wholly owned subsidiary of Accel India III Holdings (Mauritius) Ltd., which is owned by Accel India III L.P. (AIN3) and Accel India III Investors L.L.C. Accel India III GP Associates Ltd. is the general partner of Accel India III Associates L.P., which is the general partner of AIN3. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AIN3M and collectively make investment and voting decisions with respect to the shares held by AIN3M. All shares of Series B Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. All shares of Series C Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. All shares of Series D Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. All shares of Series E Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. All shares of Series F Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. All shares of Series G Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. Shares held by Accel Leaders Holdings (Mauritius) Ltd. (ALM). ALM is owned by Accel Leaders Fund L.P. (ALF), and Accel Leaders Fund Investors 2016 L.L.C. Accel Leaders Fund Associates L.L.C. is the general partner of ALF. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of ALM and collectively make investment and voting decisions with respect to the shares held by ALM. All shares of Series H Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. Shares held by Accel Leaders II Holdings (Mauritius) Ltd. (AL2M). AL2M is owned by Accel Leaders Fund II L.P. (ALF2), Accel Leaders Fund II Strategic Partners L.P. (ALF2SP) and Accel Leaders Fund II Investors (2019) L.L.C. Accel Leaders Fund II Associates L.L.C. is the general partner of ALF2 and ALF2SP. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AL2M and collectively make investment and voting decisions with respect to the shares held by AL2M. Shares held by Accel India IV (Mauritius) Ltd. (AIN4M). AIN4M is a wholly owned subsidiary of Accel India Holdings IV (Mauritius) Ltd., which is owned by Accel India IV L.P. (AIN4) and Accel India IV Investors L.L.C. Accel India IV GP Associates Ltd. is the general partner of Accel India IV Associates L.P., which is the general partner of AIN4. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AIN4M and collectively make investment and voting decisions with respect to the shares held by AIN4M. /s/ Tracy L. Sedlock, as a Director of Accel Growth FII (Mauritius) Ltd 2021-09-21 /s/ Tracy L. Sedlock, as a Director of Accel India III (Mauritius) Ltd 2021-09-21 /s/ Tracy L. Sedlock, as a Director of Accel India IV (Mauritius) Limited 2021-09-21 /s/ Tracy L. Sedlock, as a Director of Accel Leaders Holdings (Mauritius) Ltd 2021-09-21 /s/ Tracy L. Sedlock, as a Director of Accel Leaders II Holdings (Mauritius) Ltd 2021-09-21