Andrew Braccia - 12 Jan 2023 Form 4 Insider Report for UserTesting, Inc.

Footnote F1

On October 26, 2022, UserTesting, Inc., a Delaware corporation (the "Issuer" or the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Thunder Holdings, LLC, a Delaware limited liability company ("Parent"), and Thunder Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of Parent. Upon the closing (the "Closing") of the Merger on January 12, 2023, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to $7.50 (the "Merger Consideration"), less any applicable withholding taxes.

Footnote F2

The reported securities are held by the Accel Growth Fund III L.P. ("Accel III"). Accel Growth Fund III Associates L.L.C. ("Accel Growth Associates") is the general partner of Accel III. Accel Growth Associates has sole voting and dispositive power with regard to the securities held by Accel III. The Reporting Person is a managing member, together with Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong, of Accel Growth Associates and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel III. The Reporting Person disclaims beneficial ownership over the securities held by Accel III except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F3

The reported securities are held by the Accel Growth Fund III Strategic Partners L.P. ("Accel III Partners"). Accel Growth Associates is the general partner of Accel III Partners. Accel Growth Associates has sole voting and dispositive power with regard to the securities held by Accel III Partners. The Reporting Person is a managing member, together with Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong, of Accel Growth Associates and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel III Partners. The Reporting Person disclaims beneficial ownership over the securities held by Accel III Partners except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F4

The reported securities are held by Accel Growth Fund Investors 2014 L.L.C. ("Accel 2014"). The Reporting Person is a managing member, together with Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong, of Accel 2014 and therefore may be deemed to also share voting and dispositive power with regard to the securities held by Accel 2014. The Reporting Person disclaims beneficial ownership over the securities held by Accel 2014 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F5

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement for no consideration.

Footnote F6

The RSUs shall vest as to 25% of the total shares quarterly, commencing August 15, 2022, with the remainder of shares vesting on each subsequent November 15, 2022, February 15, 2023, and May 15, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Footnote F7

Pursuant to the Merger Agreement, each RSU (whether vested or unvested) held by a non-employee member of the Company's board of directors is considered a vested RSU (a "Vested RSU") and was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Common Stock underlying such Vested RSU by (y) the Merger Consideration, subject to applicable withholding taxes.