SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

GITLAB INC.

(Name of Issuer)

Class A Common Stock, par value $0.0000025 per share

(Title of Class of Securities)

37637K108

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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).

(Continued on following pages)

 

Page of 1 of 12

Exhibit Index on Page 12

 

 

CUSIP # 37637K108

Page 2 of 12

 

1	NAMES OF REPORTING PERSONS   Technology Crossover Management X, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨            (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   1,922,114 shares of Class A Common Stock (A)
	6	SHARED VOTING POWER   -0- shares of Class A Common Stock
	7	SOLE DISPOSITIVE POWER   1,922,114 shares of Class A Common Stock (A)
	8	SHARED DISPOSITIVE POWER   -0- shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,922,114 shares of Class A Common Stock (A)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   13.5% (A)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

(A) Please see Item 4.

 

 

CUSIP # 37637K108

Page 3 of 12

 

1	NAMES OF REPORTING PERSONS   Technology Crossover Management X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨            (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   1,841,967 shares of Class A Common Stock (A)
	6	SHARED VOTING POWER   -0- shares of Class A Common Stock
	7	SOLE DISPOSITIVE POWER   1,841,967 shares of Class A Common Stock (A)
	8	SHARED DISPOSITIVE POWER   -0- shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,841,967 shares of Class A Common Stock (A)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   13.0% (A)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(A) Please see Item 4.

 

 

CUSIP # 37637K108

Page 4 of 12

 

1	NAMES OF REPORTING PERSONS   TCV X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨            (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   1,420,464 shares of Class A Common Stock (A)
	6	SHARED VOTING POWER   -0- shares of Class A Common Stock
	7	SOLE DISPOSITIVE POWER   1,420,464 shares of Class A Common Stock (A)
	8	SHARED DISPOSITIVE POWER   -0- shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,420,464 shares of Class A Common Stock (A)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   10.3% (A)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(A) Please see Item 4.

 

 

CUSIP # 37637K108

Page 5 of 12

 

1	NAMES OF REPORTING PERSONS   TCV X (A) Blocker, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨            (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   352,250 shares of Class A Common Stock (A)
	6	SHARED VOTING POWER   -0- shares of Class A Common Stock
	7	SOLE DISPOSITIVE POWER   352,250 shares of Class A Common Stock (A)
	8	SHARED DISPOSITIVE POWER   -0- shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   352,250 shares of Class A Common Stock (A)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.7% (A)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(A) Please see Item 4.

 

 

CUSIP # 37637K108

Page 6 of 12

 

1	NAMES OF REPORTING PERSONS   TCV X (B), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨             (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   69,253 shares of Class A Common Stock (A)
	6	SHARED VOTING POWER   -0- shares of Class A Common Stock
	7	SOLE DISPOSITIVE POWER   69,253 shares of Class A Common Stock (A)
	8	SHARED DISPOSITIVE POWER   -0- shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,253 shares of Class A Common Stock (A)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.5% (A)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(A) Please see Item 4.

 

 

CUSIP # 37637K108

Page 7 of 12

 

1	NAMES OF REPORTING PERSONS   TCV X Member Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨            (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   80,147 shares of Class A Common Stock (A)
	6	SHARED VOTING POWER   -0- shares of Class A Common Stock
	7	SOLE DISPOSITIVE POWER   80,147 shares of Class A Common Stock (A)
	8	SHARED DISPOSITIVE POWER   -0- shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   80,147 shares of Class A Common Stock (A)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.6% (A)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

(A) Please see Item 4.

 

 

CUSIP # 37637K108

Page 8 of 12

 

Item 1(a).

Name of Issuer

 

GitLab Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices

 

Corporation Service Company

251 Little Falls Drive

Wilmington, DE 19808

  

Item 2(a).

Name of Persons Filing

 

This statement is being filed by (1) Technology Crossover Management X, Ltd., a Cayman Islands exempted company (“Management X”), (2) Technology Crossover Management X, L.P, a Cayman Islands exempted limited partnership (“TCM X”), (3) TCV X, L.P., a Cayman Islands exempted limited partnership (“TCV X”), (4) TCV X (A) Blocker, L.P., a Cayman Islands exempted limited partnership (“TCV X (A) Blocker”), (5) TCV X (B), L.P., a Cayman Islands exempted limited partnership (“TCV X (B)”), and (6) TCV X Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund X”). The foregoing entities are collectively referred to herein as the “Reporting Persons.”

 

Item 2(b).

Address of Principal Business Office

 

The mailing address for each of the Reporting Persons is:

c/o TCV

250 Middlefield Road

Menlo Park, California 94025

 

Item 2(c).

Citizenship

 

Management X is a Cayman Islands exempted company. Each of TCM X, TCV X, TCV X (A) Blocker, TCV X (B) and Member Fund X is a Cayman Islands exempted limited partnership.

  

Item 2(d) and 2(e).

Title of Class of Securities and CUSIP Number

 

Class A Common Stock, par value $0.0000025 per share (“Class A Common Stock”)

CUSIP Number: 37637K108

 

Item 3.

Not applicable.

 

 

CUSIP # 37637K108

Page 9 of 12

 

Item 4.

Ownership

 

On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:

 

Name of Investor		Shares of Class A Common Stock				Shares of Class B Common Stock				Total Shares of Class A Common Stock Assuming Conversion of Class B Common Stock				Percentage of Class A Common Stock Assuming Conversion of Class B Common Stock(1)				Percentage of Voting Power Assuming No Conversion of   Class B Common Stock(2)
TCV X, L.P.			240,312				1,180,152				1,420,464				1.0	%			0.9	%
TCV X (A) Blocker, L.P.			59,593				292,657				352,250				0.2	%			0.2	%
TCV X (B), L.P.			11,716				57,537				69,253				*				*
TCV X Member Fund, L.P.			13,379				66,768				80,147				0.1	%			0.1	%
Technology Crossover Management X, L.P.			311,621				1,530,346				1,841,967				1.3	%			1.2	%
Technology Crossover Management X, Ltd.			325,000				1,597,114				1,922,114				1.3	%			1.2	%

 

* Less than 0.1%.

 

(1) The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 12.6 million shares of Class A Common Stock outstanding as of November 29, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2021 (“Form 10-Q”) filed with the Securities and Exchange Commission on December 7, 2021, and assumes such Reporting Person’s conversion (but not the conversion of any other Reporting Person) of its Class B Common Stock into shares of Class A Common Stock pursuant to Rule 13d-3(d)(1)(i). Each share of Class B Common Stock will automatically be converted into one (1) share of Class A Common Stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) October 13, 2031 (10 years from the date of the Issuer’s prospectus for its initial public offering) (ii) the death or disability, as defined in the Issuer’s restated certificate of incorporation, of Sytse Sijbrandij, (iii) the first date following the completion of the initial public offering on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Common Stock.

 

(2) Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders, and each share of Class B Common Stock entitles the holder to 10 votes on each matter, including the election of the directors of the Issuer. The information shown in the table with respect to the percentage of voting power is based on 12.6 million shares of Class A Common Stock and 132.2 million shares of Class B Common Stock outstanding as of November 29, 2021, as reported in the Form 10-Q.

 

Each of TCV X, TCV X (A) Blocker, TCV X (B) and Member Fund X (collectively, the “TCV Entities”) has the sole power to dispose or direct the disposition of the shares of Class A Common Stock and Class B Common Stock that it holds directly and has the sole power to vote or direct the vote of such shares.

 

 

CUSIP # 37637K108

Page 10 of 12

 

Management X, as the ultimate general partner of the TCV Entities, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Entities and have the sole power to direct the vote of such shares of Class A Common Stock and Class B Common Stock. TCM X, as the direct general partner of TCV X, TCV X (A) Blocker and TCV X (B) (collectively, the “TCV X Funds”), may also be deemed to have sole power to dispose or direct the disposition of the shares of Class A Common Stock and Class B Common Stock held by the TCV X Funds and have the sole power to direct the vote of such shares of Class A Common Stock and Class B Common Stock. Each of Management X and TCM X disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock owned by the TCV Entities, except to the extent of their respective pecuniary interest therein.

 

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.

 

Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any shares of Class A Common Stock and Class B Common Stock owned beneficially or of record by any other Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

  

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

See Item 4 above.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

  

Item 10.

Certifications

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

CUSIP # 37637K108

Page 11 of 12

 

SIGNATURES

 

 

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

 

Date: February 14, 2022

 

	Technology Crossover Management X, Ltd.
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

 

 

	Technology Crossover Management X, L.P.
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

 

	TCV X, L.P.
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

 

	TCV X (A) Blocker, L.P.
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

 

	TCV X (B), L.P.
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

 

	TCV X Member Fund, L.P.
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

 

  

CUSIP # 37637K108

Page 12 of 12

 

EXHIBIT

 

Exhibit
Exhibit 99.1	Agreement of Joint Filing dated February 14, 2022.
Exhibit 99.2	Statement Appointing Designated Filer and Authorized Signatories dated February 14, 2022.

 

 

EXHIBIT 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.0000025 per share, of GitLab Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 14th day of February, 2022.

 

	Technology Crossover Management X, Ltd.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

	Technology Crossover Management X, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

	TCV X, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, L.P.,
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory
	TCV X (A) blocker, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, L.P.,
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

 

	TCV X (B), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, L.P.,
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

  

	TCV X member fund, L.P.
	a Cayman Islands exempted limited partnership,
	acting by its general partner
	Technology Crossover Management X, Ltd.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

Exhibit 99.2

 

STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORIES

February 14, 2022

 

Each of the entities listed on Schedule A attached hereto (collectively, the “Reporting Persons”) hereby authorizes and designates Frederic D. Fenton (the “Designated Filer”), for so long as he is employed by TCMI, Inc. or its affiliates, to prepare and file on behalf of such Reporting Person individually, or jointly together with other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) (collectively, the “Reports”) that such Reporting Person may be required to file with the United States Securities and Exchange Commission or with any regulatory body, including United States federal, state and self-regulatory bodies, with respect to the Reporting Person’s ownership of, or transactions in, the securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

 

Each Reporting Person hereby further authorizes and designates Frederic D. Fenton (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or the Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with any United States federal or state law or with any regulations promulgated thereto.

 

 

Schedule A

 

TCV VII, L.P.

TCV VII (A), L.P.

Technology Crossover Management VII, L.P.

Technology Crossover Management VII, Ltd.

TCV VII Management, L.L.C.

TCV VIII, L.P.

TCV VIII (A), L.P.

TCV VIII (B), L.P.

TCV Member Fund, L.P.

Technology Crossover Management VIII, L.P.

Technology Crossover Management VIII, Ltd.

TCV VIII Management, L.L.C.

TCV IX, L.P.

TCV IX (A), L.P.

TCV IX (A) Opportunities, L.P.

TCV IX (A) Opportunities, Ltd.

TCV IX (B), L.P.

Technology Crossover Management IX, L.P.

Technology Crossover Management IX, Ltd.

TCV IX Management, L.L.C.

TCV IX Cycle, LLC

TCV IX Cycle, L.P.

TCV IX Cycle (A), L.P.

TCV IX Cycle (B), L.P.

TCV IX Cycle (MF), L.P.

TCV X, L.P.

TCV X (A), L.P.

TCV X (A) Blocker, L.P.

TCV X (A) Blocker, Ltd.

TCV X (B), L.P.

TCV X Member Fund, L.P.

Technology Crossover Management X, L.P.

Technology Crossover Management X, Ltd.

TCV X Management, L.L.C.

TCV X Cycle GP, LLC

TCV X Cycle, L.P.

TCV X Cycle (A), L.P.

TCV X Cycle (B), L.P.

TCV X Cycle (MF), L.P.

 

 

IN WHITNESS WEREOF, the undersigned has caused this Statement Appointing Designated Filer and Authorized Signatories to be effective as of February 14, 2022.

 

REPORTING PERSONS:

 

February 14, 2022	TCV VII, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV VII (A), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

  

 

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV VII Management, L.L.C.
	a Delaware limited liability company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV VIII, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV VIII (A), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV VIII (B), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV member fund, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partners
	Technology Crossover Management VII, Ltd., a Cayman Islands exempted company
	Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

  

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT VIII, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT VIII, LTD.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV VIII Management, L.L.C.
	a Delaware limited liability company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV IX, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV IX (A), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV ix (a) opportunities, l.p.
	a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV ix (a) opportunities, ltd.
	a Cayman Islands exempted company, acting by its sole shareholder   TCV IX (A), L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV IX (B), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT IX, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT IX, LTD.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV IX Management, L.L.C.
	a Delaware limited liability company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV ix cycle, LLC
	a Delaware limited liability company, acting by its sole member
	TCV IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV ix cycle, L.P.
	a Delaware limited partnership, acting by its general partner
	TCV IX Cycle, LLC, a Delaware limited liability company, acting by its sole member
	TCV IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV ix cycle (A), L.P.
	a Delaware limited partnership, acting by its general partner
	TCV IX Cycle, LLC, a Delaware limited liability company, acting by its sole member
	TCV IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV ix cycle (b), L.P.
	a Delaware limited partnership, acting by its general partner
	TCV IX Cycle, LLC, a Delaware limited liability company, acting by its sole member
	TCV IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV ix cycle (mf), L.P.
	a Delaware limited partnership, acting by its general partner
	TCV IX Cycle, LLC, a Delaware limited liability company, acting by its sole member
	TCV IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management IX, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV X, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV X (A), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV X (A) Blocker, l.p.
	a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV X (A) Blocker, Ltd.
	a Cayman Islands exempted limited partnership, acting by its sole shareholder
	TCV X (A), L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV X (B), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV X member fund, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT X, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner
	Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TECHNOLOGY CROSSOVER MANAGEMENT X, LTD.
	a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

February 14, 2022	TCV X Management, L.L.C.
	a Delaware limited liability company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV X Cycle GP, LLC
	a Delaware limited liability company, acting through its sole member   TCV X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV X Cycle, L.P.
	a Delaware limited partnership, acting through its general partner   TCV X Cycle GP, LLC, a Delaware limited liability company, acting through its sole member   TCV X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV X Cycle (A), L.P.
	a Delaware limited partnership, acting through its general partner   TCV X Cycle GP, LLC, a Delaware limited liability company, acting through its sole member   TCV X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV X Cycle (B), L.P.
	a Delaware limited partnership, acting through its general partner   TCV X Cycle GP, LLC, a Delaware limited liability company, acting through its sole member   TCV X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

 

 

February 14, 2022	TCV X Cycle (MF), L.P.
	a Delaware limited partnership, acting through its general partner   TCV X Cycle GP, LLC, a Delaware limited liability company, acting through its sole member   TCV X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner   Technology Crossover Management X, Ltd., a Cayman Islands exempted company
	By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory