Wickers Charles sold ROVR

Footnotes

Pursuant to the Merger Agreement, at the Effective Time, (1) the vested portion of this stock option ("Vested Option Portion") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Vested Option Portion's applicable per share exercise price, subject to any required tax withholdings, and (2) the unvested portion of this stock option ("Unvested Option Portion") was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the Unvested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Unvested Option Portion's per share exercise price, subject to any required tax withholdings (the "Cash Replacement Option Amounts"),; (continued from previous footnote) which Cash Replacement Option Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled Unvested Option Portion, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.