Aaron Easterly - 30 Jul 2021 Form 3 Insider Report for ROVER GROUP, INC.

Footnote F1

Reflects shares of Class A common stock, par value $0.0001, of Rover Group, Inc., f/k/a Nebula Caravel Acquisition Corp. (the "Issuer"), acquired on July 30, 2021, upon the completion of the merger (the "Merger") pursuant to the Business Combination Agreement, dated as of February 10, 2021, by and among the Issuer, Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nebula Caravel Acquisition Corp., and A Place for Rover, Inc., a Delaware corporation ("Rover") (the "Business Combination Agreement").

Footnote F2

At the effective time of the Merger (the "Effective Time"), each share of Rover common stock and Rover preferred stock issued and outstanding immediately prior to the Effective Time was converted into the (i) right to receive 1.0379 shares of the Class A common stock of the Issuer, subject to rounding and (ii) the contingent right to receive the Earn Out Shares (as defined in the Business Combination Agreement) in accordance with Section 3.7 of the Business Combination Agreement.

Footnote F3

The shares subject to the option fully vested on November 11, 2018.

Footnote F4

At the Effective Time, each option was converted into the right to receive 1.2006 shares of the Class A common stock of the Issuer, subject to rounding.

Footnote F5

The shares subject to the option fully vested on December 16, 2020.

Footnote F6

1/48th of the total number of shares vested on March 15, 2018 and 1/48 vest monthly thereafter.

Footnote F7

1/48th of the total number of shares vested on April 1, 2020 and 1/48 vest monthly thereafter.

Footnote F8

This option was granted on April 25, 2019 and repriced on July 13, 2020. 1/48th of the total number of shares vested on May 1, 2019 and 1/48 vest monthly thereafter.