OOMA INC

Our Board of Directors believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain highly qualified senior leadership. The nature of the role of officers often requires them to make decisions on crucial matters in time-sensitive situations, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Allowing for the exculpation of officers would potentially reduce litigation and insurance costs associated with frivolous lawsuits. Limiting concern about personal risk would empower officers to best exercise their business judgment in furtherance of stockholder interests. We expect competitor companies will likely adopt exculpation clauses that limit the personal liability of officers in their charters, and failing to obtain approval to amend and restate the Certificate of Incorporation could negatively affect our ability to recruit and retain high-caliber officer candidates. This protection has long been afforded to directors, and our Board of Directors believes that extending similar exculpation to its officers is fair and in the best interests of our company and our stockholders.

In determining the advisability of the amendment and restatement of the Certificate of Incorporation, the Board of Directors considered the narrow class and type of claims from which the covered officers would be exculpated from liability, the limited number of our officers to which the protections would apply, and the benefits the Board of Directors believes would accrue to Ooma and its stockholders by extending exculpation protection to certain of its officers in addition to its directors.