RC IV CAYMAN ICW HOLDINGS SUB LLC - 29 Dec 2021 Form 3 Insider Report for Driven Brands Holdings Inc. (DRVN)

Footnote F1

In connection with an internal reorganization of Roark's holding structure, RC IV Cayman ICW Holdings LLC transferred 18,702,537 shares of common stock, par value $0.01 per share, of Driven Brands Holdings Inc. (the "Common Stock"), to its direct subsidiary, RC IV Cayman ICW Holdings Sub LLC, for no consideration, as a result of which RC IV Cayman ICW Holdings Sub LLC became a reporting person.

Footnote F2

Consists of shares of Common Stock held directly by RC IV Cayman ICW Holdings Sub LLC. RC IV Cayman ICW Holdings Sub LLC is controlled by RC IV Cayman ICW Holdings LLC, which is controlled by RC IV Cayman ICW Equity LLC, which is controlled by Roark Capital Partners IV Cayman AIV LP, which is in turn controlled by its general partner, Roark Capital GenPar IV Cayman AIV LP. Roark Capital GenPar IV Cayman AIV LP is controlled by its general partner, Roark Capital GenPar IV Cayman AIV Ltd. (Continued in FN3)

Footnote F3

(Continued from FN2) Each of RC IV Cayman ICW Holdings LLC, RC IV Cayman ICW Equity LLC, Roark Capital Partners IV Cayman AIV LP, Roark Capital GenPar IV Cayman AIV LP and Roark Capital GenPar IV Cayman AIV Ltd. (collectively with RC IV Cayman ICW Holdings Sub LLC, the "RC IV Entities") may be deemed to have voting and dispositive power with respect to the shares of Common Stock directly owned by RC IV Cayman ICW Holdings Sub LLC and therefore be deemed to be the beneficial owner of the shares of Common Stock held by this entity, but each disclaims beneficial ownership of such shares of Common Stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.