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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

181,049,399

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

181,049,399

Accession Number:: 0001193125-23-071478
Form Type:: 13D Filing
Publication Date:: 2023-03-14 20:00:00

Filed By:: Vista Equity Partners Fund Vi, L.p.
Company:: Cvent Holding Corp.
Filing Date:: 2023-03-15
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Vista Equity Partners Fund VI	181,049,399	181,049,399	181,049,399	37.0%
Vista Equity Partners Fund VI-A	109,372,061	109,372,061	109,372,061	22.4%
VEPF VI FAF	2,203,215	2,203,215	2,203,215	0.5%
Vista Equity Partners Fund VI GP	292,624,675	292,624,675	292,624,675	59.8%
VEPF VI GP, Ltd	292,624,675	292,624,675	292,624,675	59.8%
VEPF Management	292,624,675	292,624,675	292,624,675	59.8%
VEPF III AIV VI	18,693,976	18,693,976	18,693,976	3.8%
VEPF III AIV VI-A	3,427,576	3,427,576	3,427,576	0.7%
Vista Equity Partners Fund III GP	22,121,552	22,121,552	22,121,552	4.6%
VEPF IV AIV VII	51,185,845	51,185,845	51,185,845	10.5%
VEPF IV AIV VII-A	19,637,433	19,637,433	19,637,433	4.0%
Vista Equity Partners Fund IV GP	70,823,278	70,823,278	70,823,278	14.5%
VFF I AIV IV	6,552,013	6,552,013	6,552,013	1.3%
VFF I AIV IV-A	5,623,531	5,623,531	5,623,531	1.1%
Vista Foundation Fund I GP	12,175,544	12,175,544	12,175,544	2.5%
VEP Group	397,745,049	397,745,049	397,745,049	81.3%
Robert F. Smith	397,745,049	397,745,049	397,745,049	81.3%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CVENT HOLDING CORP.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

126677 103

(CUSIP Number)

Robert E. Goedert, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 14, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons 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. 126677 103		13D		Page 2 of 26


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund VI, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 3 of 26


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund VI-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 4 of 26


1		NAME OF REPORTING PERSONS VEPF VI FAF, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 5 of 26


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund VI GP, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 6 of 26


1		NAME OF REPORTING PERSONS VEPF VI GP, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


CUSIP No. 126677 103		13D		Page 7 of 26


1		NAME OF REPORTING PERSONS VEPF Management, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 8 of 26


1		NAME OF REPORTING PERSONS VEPF III AIV VI, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 9 of 26


1		NAME OF REPORTING PERSONS VEPF III AIV VI-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 10 of 26


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund III GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 11 of 26


1		NAME OF REPORTING PERSONS VEPF IV AIV VII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 12 of 26


1		NAME OF REPORTING PERSONS VEPF IV AIV VII-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 13 of 26


1		NAME OF REPORTING PERSONS Vista Equity Partners Fund IV GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 14 of 26


1		NAME OF REPORTING PERSONS VFF I AIV IV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 15 of 26


1		NAME OF REPORTING PERSONS VFF I AIV IV-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 16 of 26


1		NAME OF REPORTING PERSONS Vista Foundation Fund I GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 17 of 26


1		NAME OF REPORTING PERSONS VEP Group, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 126677 103		13D		Page 18 of 26


1		NAME OF REPORTING PERSONS Robert F. Smith
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


CUSIP No. 126677 103		13D		Page 19 of 26

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on December 17, 2021 (the Original Schedule 13D). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(b) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a) Calculations of beneficial ownership are based on 489,023,271 shares of Common Stock outstanding as of March 10, 2023, as reported in the Issuers Annual Report on Form 10-K filed on March 14, 2023.

VEPF VI is the direct beneficial owner of 181,049,399 shares of Common Stock. The Common Stock held by VEPF VI represents approximately 37.0% of the Common Stock outstanding as of the date of this Statement. VEPF VI-A is the direct beneficial owner of 109,372,061 shares of Common Stock. The Common Stock held by VEPF VI-A represents approximately 22.4% of the Common Stock outstanding as of the date of this Statement. VEPF VI FAF is the direct beneficial owner of 2,203,215 shares of Common Stock. The Common Stock held by VEPF VI FAF represents approximately 0.5% of the Common Stock outstanding as of the date of this Statement. VEPF VI GP is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GPs sole general partner is VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Managements sole general partner is VEP Group, and VEPF Managements sole limited partner is Vista Equity Partners Management, LLC (VEPM). VEP Group is the Senior Managing Member of VEPM.

VEPF IV is the direct beneficial owner of 51,185,845 shares of Common Stock. The Common Stock held by VEPF IV represents approximately 10.5% of the Common Stock outstanding as of the date of this Statement. VEPF IV-A is the direct beneficial owner of 19,637,433 shares of Common Stock. The Common Stock held by VEPF IV-A represents approximately 4.0% of the Common Stock outstanding as of the date of this Statement. VEPF IV GP is the sole general partner of each of VEPF IV and VEPF IV-A. VEPF IV GPs sole senior managing member is VEP Group.

VEPF III is the direct beneficial owner of 18,693,976 shares of Common Stock. The Common Stock held by VEPF III represents approximately 3.8% of the Common Stock outstanding as of the date of this Statement. VEPF III-A is the direct beneficial owner of 3,427,576 shares of Common Stock. The Common Stock held by VEPF III-A represents approximately 0.7% of the Common Stock outstanding as of the date of this Statement. VEPF III GP is the sole general partner of each of VEPF III and VEPF III-A. VEPF III GPs sole senior managing member is VEP Group.

VFF I is the direct beneficial owner of 6,552,013 shares of Common Stock. The Common Stock held by VFF I represents approximately 1.3% of the Common Stock outstanding as of the date of this Statement. VFF I-A is the direct beneficial owner of 5,623,531 shares of Common Stock. The Common Stock held by VFF I-A represents approximately 1.1% of the Common Stock outstanding as of the date of this Statement. VFF I GP is the sole general partner of each of VFF I and VFF I-A. VFF I GPs sole senior managing member is VEP Group.

Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, VEPF VI UGP and VEP Group may be deemed the beneficial owners of the shares held by VEPF VI, VEPF VI-A and VEPF VI FAF, and Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held by VEPF IV, VEPF IV-A, VEPF III, VEPF III-A, VFF I and VFF I-A. Each of the Vista Funds, VEPF VI UGP, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly.

The filing of this Statement shall not be construed as an admission that any such individual is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.


CUSIP No. 126677 103		13D		Page 20 of 26

(b) By virtue of the relationship among the Reporting Persons described in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 397,745,049 shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement.

By virtue of the agreements described herein, the Reporting Persons and certain stockholders of the Issuer affiliated with Blackstone Inc. (Blackstone) may be deemed to be members of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Blackstone and its affiliates are filing a separate Schedule 13D to report the Common Stock that they may be deemed to beneficially own.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

On March 14, 2023, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with Capstone Borrower, Inc., a Delaware corporation (Parent), and Capstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub). Parent and Merger Sub are affiliates of private equity funds managed by Blackstone. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the Merger).

Voting Agreement

On March 14, 2023, in connection with the execution of the Merger Agreement, the Vista Funds and Parent entered into a voting and support agreement (the Voting Agreement). Pursuant to the Voting Agreement, the Vista Funds have agreed to vote all shares of Common Stock held by such Reporting Persons in favor of the approval and adoption of the Merger Agreement at any Issuer stockholder meeting called for the purpose of obtaining such approval. The Voting Agreement restricts the Vista Funds ability to transfer shares of Common Stock, subject to certain limited exceptions. The obligations of the Vista Funds under the Voting Agreement terminate upon the earliest to occur of (a) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, (b) the effective time of the Merger, (c) the termination of the Merger Agreement in accordance with its terms and (d) the effectuation of a Company Board Recommendation Change (as such term is defined in the Merger Agreement). The Vista Funds are also entitled to terminate the Voting Agreement in the event the Merger Agreement is amended to reduce or change the form of consideration payable.

The foregoing is not a complete summary of the Voting Agreement and is qualified in its entirety by reference to the Voting Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement among the Reporting Persons, dated as of December 17, 2021 (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on December 17, 2021).

Exhibit 2		Voting Agreement, by and among the Vista Funds and Capstone Borrower, Inc., dated as of March 14, 2023.

SIGNATURES

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

Date: March 15, 2023


VISTA EQUITY PARTNERS FUND VI, L.P.

By:		Vista Equity Partners Fund VI GP, L.P.
Its:		General Partner

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VISTA EQUITY PARTNERS FUND VI-A, L.P.

By:		Vista Equity Partners Fund VI GP, L.P.
Its:		General Partner

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VEPF VI FAF, L.P.

By:		Vista Equity Partners Fund VI GP, L.P.
Its:		General Partner

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

[Signature Page to Schedule 13D/A]


VISTA EQUITY PARTNERS FUND VI GP, L.P.

By:		VEPF VI GP, Ltd.
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VEPF VI GP, LTD.

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

VEPF MANAGEMENT, L.P.

By:		VEP Group, LLC
Its:		General Partner

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

[Signature Page to Schedule 13D/A]


VEPF III AIV VI, L.P.

By:		Vista Equity Partners Fund III GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VEPF III AIV VI-A, L.P.

By:		Vista Equity Partners Fund III GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VISTA EQUITY PARTNERS FUND III GP, LLC

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Director

[Signature Page to Schedule 13D/A]


VEPF IV AIV VII, L.P.

By:		Vista Equity Partners Fund IV GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VEPF IV AIV VII-A, L.P.

By:		Vista Equity Partners Fund IV GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VISTA EQUITY PARTNERS FUND IV GP, LLC

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

[Signature Page to Schedule 13D/A]


VFF I AIV IV, L.P.

By:		Vista Foundation Fund I GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VFF I AIV IV-A, L.P.

By:		Vista Foundation Fund I GP, LLC
Its:		General Partner

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VISTA FOUNDATION FUND I GP, LLC

By:		VEP Group, LLC
Its:		Senior Managing Member

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

VEP GROUP, LLC

By:		/s/ Robert F. Smith
Name:		Robert F. Smith
Its:		Managing Member

[Signature Page to Schedule 13D/A]

/s/ Robert F. Smith

ROBERT F. SMITH

[Signature Page to Schedule 13D/A]