KPCB DGF Associates, LLC - 07 Mar 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Footnote F1

All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of KPCB Digital Growth Fund, LLC ("KPCB DGF"). The managing member of KPCB DGF is KPCB DGF Associates, LLC ("KPCB DGF Associates"). L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of the Issuer's board of directors, and Theodore E. Schlein, the managing members of KPCB DGF Associates, exercise shared voting and dispositive control over the shares held by KPCB DGF. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF except to the extent of their pecuniary interest therein.

Footnote F2

All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of KPCB Digital Growth Founders Fund, LLC ("KPCB DGF FF"). The managing member of KPCB DGF FF is KPCB DGF Associates. L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of the Issuer's board of directors, and Theodore E. Schlein, the managing members of KPCB DGF Associates, exercise shared voting and dispositive control over the shares held by KPCB DGF FF. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF FF except to the extent of their pecuniary interest therein.

Footnote F3

Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB DGF without consideration to its members (the "KPCB DGF Distribution").

Footnote F4

Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB DGF FF without consideration to its members (the "KPCB DGF FF Distribution").

Footnote F5

Represents a change in the form of ownership as a result of the receipt by KPCB DGF Associates of shares of Class A Common Stock in the KPCB DGF Distribution.

Footnote F6

All shares are held directly by KPCB DGF Associates. L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of the Issuer's board of directors, and Theodore E. Schlein, the managing members of KPCB DGF Associates, exercise shared voting and dispositive control over the shares held by KPCB DGF Associates. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF Associates except to the extent of their pecuniary interest therein.

Footnote F7

Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB DGF Associates without consideration to its members.

Footnote F8

Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation and (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding.