[RINGCENTRAL LETTERHEAD]

Salary. Annual gross base salary of $250,000 per year (subject to standard withholding and payroll deductions), payable semi-monthly in accordance with the Company’s payroll policies.

MBO Performance Bonus.

You shall be eligible to receive an annual management-by-objective (MBO) bonus in the target gross amount of forty percent (40%) of your annual base salary ($100,000 per year) based on the Company’s performance against its annual board plan and multi-year projections.

All MBO performance bonuses shall be paid on or before February 15^th. If the Company and you disagree about whether an MBO milestone has been achieved, you and the Company shall promptly meet and confer in good faith to attempt to resolve the matter on mutually agreeable terms.

Stock Options. Subject to board approval, you will be issued 565,037 stock options (i.e., 1.0% of the fully diluted capital stock of the Company). The exercise price of the stock options will be equal to the fair market value per share of the Company’s common stock on the date of grant. Your stock options shall be subject to the terms of the Company’s 2010 Equity Incentive Plan (the “2010 Plan”). All of your stock options shall vest over a 4-year vesting schedule as follows: provided you remain an employee of the Company, 25% of the stock options shall vest on the first anniversary of the Vesting Commencement Date (i.e., your employment Start Date), and the remaining options shall vest in equal installments at the rate of 1/48^th per month on a monthly basis thereafter. Subject to applicable law, your stock options will be issued as incentive stock options.

Double-Trigger Stock Option Vesting Acceleration. If the Company consummates a “Change of Control (defined below) any time after your Start Date and, (i) you are terminated by the Company within 60 days prior to the Change of Control and/or not hired by the surviving / successor entity, or (ii) within 12 months after the Change of Control, your employment is terminated by the successor/surviving company without Cause or you terminate your employment with the successor/surviving company for “Good Reason” (defined below), then fifty percent (50%) of your then unvested stock options shall immediately vest and be exercisable in accordance with the terms and conditions of your Stock Option Agreement.

“Change of Control” means the occurrence of any of the following events: (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization after which the

stockholders of the Company immediately prior to such consolidation, merger or reorganization, fail to own at least 50% of the voting power of the surviving entity immediately following such consolidation, merger or reorganization, (B) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50% ) of the Company’s voting power is transferred, but excluding in the case of (A) and (B) (x) any consolidation or merger effected exclusively to change the domicile or state of incorporation of the Company, or (y) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted or a combination thereof, or (C) a sale, lease or other disposition of all or substantially all of the assets of the Company.

“Cause” means any of the following: (i) fraud, misappropriation, embezzlement or breach of fiduciary duty, (ii) intentional or gross negligent breach of the provisions of applicable Company agreements signed by you (e.g., Confidentiality Agreement, PIIA) or Company policies, (iii) repeated failure to perform services hereunder or (iv) incapacity, only after the expiration of a period the length of which shall be determined by the Company’s HR Department pursuant to the then applicable sick leave policy.

“Good Reason” means any of the following actions taken by the Company or a successor corporation or entity without your consent: (i) reduction of more than 5% of your overall compensation (it being agreed that your failure to achieve or be paid any target MBO bonus does not constitute a 5% reduction of your overall compensation); (ii) material reduction in your duties; or (iii) relocation of your principal place of employment to a place greater than 30 miles from the Company’s then-principal executive offices. For clarification and the avoidance of doubt, a “material reduction in your duties” shall not be deemed to occur because you are offered employment with and/or are working for a division or subsidiary of the successor-company or acquirer as CFO of such a division or subsidiary (or, if such division or subsidiary does not have a CFO, as the most senior finance person of such division or subsidiary) following the Change of Control.

Benefits. You will be eligible to participate in the Company’s standard health and benefits plans and will be provided with 10 Company holiday-vacation days and 15 days of paid-time off in accordance with the Company’s policies for other employees of your position. When you begin employment, you will be provided with a complete description of these Company policies, and you will be required to sign the Company’s standard HR and administrative forms to be eligible to receive such benefits.

Sincerely,

Vlad Shmunis

Robert Lawson