Manish Chandra - 05 Jan 2023 Form 4 Insider Report for Poshmark, Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated October 3, 2022 (the "Merger Agreement"), by and among Poshmark, Inc. ("Issuer"), NAVER Corporation ("Parent"), Proton Parent, Inc. ("Proton Parent"), and Proton Merger Sub, Inc. ("Merger Sub"), on January 5, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as an indirect subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the "Merger"). At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer's Class A common stock was cancelled, extinguished and converted into the right to receive an amount in cash equal to $17.90, without interest (the "Merger Consideration"), subject to applicable withholding taxes.

Footnote F2

At the Effective Time, each restricted stock unit ("RSU") award that remained unvested and outstanding immediately prior to the Effective Time (an "Unvested Company RSU") was fully accelerated and became a Vested Company RSU.

Footnote F3

Each RSU represents the right to receive one share of Class B common stock. The RSUs are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 25% of the units on April 1, 2021 and as to the remainder in 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The performance-based vesting condition was satisfied upon the Issuer's initial public offering (as defined in the Issuer's 2011 Stock Option and Grant Plan). On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date.

Footnote F4

Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. 1/3rd of the RSUs will vest on June 1, 2023 and the remainder in 8 quarterly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date.

Footnote F5

Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date.

Footnote F6

At the Effective Time, each outstanding stock option to purchase shares of Issuer's Class B common stock that was vested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (a "Vested Company Option") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer Class A common stock or Class B common stock subject to such Vested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Vested Company Option.

Footnote F7

These options are vested and exercisable as of the date hereof.

Footnote F8

At the Effective Time, each Company Option that was not a Vested Company Option and was outstanding and unvested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (an "Unvested Company Option") was automatically cancelled and converted into a contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer's Class A common stock or Class B common stock subject to such Unvested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Unvested Company Option (the "Cash Replacement Company Option Amounts"), which Cash Replacement Company Option Amounts will, subject to the Reporting Person's continued service with Parent or its affiliates through the applicable vesting dates,

Footnote F9

(Continued from footnote 8) vest and be payable at the same time as the Unvested Company Option for which the Cash Replacement Company Option Amounts is exchanged would have vested pursuant to its terms.

Footnote F10

1/4th of the shares subject to the option vested and became exercisable on February 1, 2020 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter.