Venky Ganesan - 26 Feb 2024 Form 4 Insider Report for ROVER GROUP, INC.

Footnote F1

Pursuant to an "earn-out" provision of the Business Combination Agreement and Plan of Merger, dated February 10, 2021 (the "SPAC Merger Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"), Legacy Rover stockholders, including Menlo Ventures XI, L.P. ("Menlo XI"), MMEF XI, L.P. ("MMEF XI"), Menlo Inflection I, L.P., formerly known as Menlo Special Opportunities Fund, L.P., ("MI"), and MMSOP, L.P. ("MMSOP") were entitled to receive shares of Rover's common stock ("SPAC Merger Earnout Shares"), subject to the occurrence of certain triggering events, including the occurrence of a "Change of Control" (as defined in the SPAC Merger Agreement) of Rover.

Footnote F2

The 2023 Merger (as defined below) constitutes a "Change of Control" for purposes of the SPAC Merger Agreement. Upon consummation of the Merger, all remaining earnout milestones set forth in the SPAC Merger Agreement were deemed to have occurred, and all remaining SPAC Merger Earnout Shares issuable under the SPAC Merger Agreement were issued to the Legacy Rover stockholders, effective as of immediately prior to the consummation of the 2023 Merger at the ratio of 0.0183 SPAC Merger Earnout Share per share of Legacy Rover's common stock held immediately prior to the consummation of the de-SPAC transaction, rounded down to the nearest share, with any fractional shares paid out in cash.

Footnote F3

The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by Menlo XI to its general partner, MVM XI, and limited partners for no additional consideration, and the further pro rata distribution in kind by MVM XI, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

Footnote F4

Shares are held by Menlo XI, L.P. MV Management XI, L.L.C. ("MVM XI") is the general partner of Menlo XI. The Reporting Person is a managing member of MVM XI and may be deemed to beneficially own the shares held by Menlo XI. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F5

The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by MMEF XI to its general partner, MVM XI, and limited partners for no additional consideration, and the further pro rata distribution in kind by MVM XI, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

Footnote F6

Shares are held by MMEF XI. MVM XI is the general partner of MMEF XI. The Reporting Person is a managing member of MVM XI and may be deemed to beneficially own the shares held by MMEF XI. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F7

The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by MI to its general partner, MSOP GP, and limited partners for no additional consideration, and the further pro rata distribution in kind by MSOP GP, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

Footnote F8

Shares are held by MI. MSOP GP, L.L.C. ("MSOP GP") is the general partner of MI. The Reporting Person is a managing member of MSOP GP and may be deemed to beneficially own the shares held by MI. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F9

The shares held prior to the transactions reported herein reflect the pro rata distributions in kind of shares of common stock by MMSOP to its general partner, MSOP GP, and limited partners for no additional consideration, and the further pro rata distribution in kind by MSOP GP, for no additional consideration, to its members. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

Footnote F10

Shares are held by MMSOP. MSOP GP is the general partner of MMSOP. The Reporting Person is a managing member of MSOP GP and may be deemed to beneficially own the shares held by MMSOP. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Footnote F11

On February 27, 2024 pursuant to the terms of an Agreement and Plan of Merger, dated as of November 29, 2023 (the "2023 Merger Agreement"), by and among the Issuer, Biscuit Parent, LLC ("Parent"), and Biscuit Merger Sub, LLC, ("2023 Merger Sub"), 2023 Merger Sub merged with and into the Issuer (collectively with the other transactions contemplated by the 2023 Merger Agreement, the "2023 Merger"), with the Issuer continuing as the surviving corporation of the 2023 Merger and a wholly-owned subsidiary of Parent. Pursuant to the 2023 Merger Agreement, at the effective time of the 2023 Merger (the "2023 Effective Time"), each issued and outstanding share of the Common Stock was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $11.00, without interest, and subject to applicable tax withholdings.

Footnote F12

The shares held before the reported transaction reflect the receipt of shares in the distributions in kind described in footnote (9).

Footnote F13

Shares are held by a family trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

Footnote F14

The shares held before the reported transaction reflect the receipt of shares in the distributions in kind described in footnote (7).

Footnote F15

Shares are held by Disani LP, of which the Reporting Person is a general partner. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

Footnote F16

The shares held before the reported transaction reflect the receipt of shares in the distributions in kind described in footnotes (3) and (7).