Only 11 million Dropbox users were paying users at the time of 18 the filing.

15 The Registration Statement disclosed that Dropbox had more than 500 million registered 16 users, RS at 1, and generated revenue from users who purchase subscription products, RS at 62- 17 64 (“Our Subscription Plans”). The Registration Statement was declared effective on March 14 22, 2018. In preparation for its IPO, Dropbox filed its Form S-1 12 Registration Statement with the Securities Exchange Commission. BACKGROUND Dropbox provides users with cloud-based storage and collaboration services on a free and 11 paid subscription basis. 9 United States District Court Northern District of California 10 I. For the reasons discussed below and at the Septemhearing, the 8 Court GRANTS both motions WITH LEAVE TO AMEND. The Underwriter Defendants filed a joinder 6 to that motion, ECF 74, and the Sequoia Defendants filed a joinder and a separate motion to 7 dismiss, ECF 73. 4 On April 16, 2020, Dropbox and the Registration Statement Defendants moved to dismiss 5 the litigation under Fed. See CAC at ¶¶ 12-34 3 (describing Defendants). (f/k/a Piper Jaffray Co.) (collectively, the “Underwriter Defendants”). (f/k/a Merrill Lynch, Pierce, Fenner Smith Incorporated), 20 Allen Company LLC, RBC Capital Markets, LLC, Jefferies LLC, Macquarie Capital (USA) Inc., 1 Canaccord Genuity LLC, JMP Securities LLC, KeyBanc Capital Markets Inc., and Piper Sandler 2 & Co.

Morgan Securities LLC, Deutsche Bank 19 Securities Inc., BofA Securities, Inc. Whitman (collectively, the “Registration Statement 16 Defendants”) Sequoia Capital XII, L.P., Sequoia Capital XII Principals Fund, LLC, Sequoia 17 Technology Partners XII, L.P., and SC XII Management, LLC (collectively, the “Sequoia 18 Defendants”) and Goldman Sachs & Co. 12 Plaintiffs’ complaint forwards various securities violations against four groups of 13 defendants (collectively, “Defendants”): Dropbox Andrew W. Consolidated Amended 11 Complaint (“CAC”) at ¶¶ 1-2. (“Dropbox”) pursuant or traceable to the 10 Registration Statement associated with its Initial Public Offering (“IPO”). 19-cv-06348-BLF CORRECTED ORDER GRANTING MOTIONS TO DISMISS WITH LEAVE TO AMEND United States District Court Northern District of California 7 8 9 Lead Plaintiff Ognjen Kuraica represents a putative class of investors who purchased or otherwise acquired the common stock of Dropbox, Inc. 1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 IN RE DROPBOX SECURITIES LITIGATION Case No.

Dropbox inc. securities litigation