Charles Wickers - 27 Feb 2024 Form 4 Insider Report for ROVER GROUP, INC.

Footnote F1

Pursuant to that certain Agreement and Plan of Merger, dated as of November 29, 2023 (the "Merger Agreement"), by and among Rover Group, Inc., Biscuit Parent, LLC ("Parent"), and Biscuit Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into Rover Group, Inc. (the "Merger"), with Rover Group, Inc. surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Rover Group Inc.'s Class A common stock, par value $0.0001 per share ("Class A Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $11.00 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings.

Footnote F2

Pursuant to the Contribution and Exchange Agreement, dated as of February 27, 2024 (the "Exchange Agreement"), by and between Biscuit Topco, L.P., Biscuit Holdco, LLC ("Holdco"), Biscuit Management Aggregator, LLC, and the reporting person, immediately prior to the closing of the Merger (the "Closing") the reporting person contributed these shares of Class A Common Stock at a value of $11.00 per share of Class A Common Stock to Holdco in exchange for a number of limited liability company interests in Holdco of equivalent value in accordance with the Exchange Agreement.

Footnote F3

Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each unvested RSU was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to such unvested RSU, multiplied by (b) the Merger Consideration, subject to any required tax withholdings ("Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled unvested RSU, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

Footnote F5

Pursuant to the Merger Agreement, at the Effective Time, this vested stock option ("Vested Option") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option, multplied by (b) the excess, if any, of the Merger Consideration over such Vested Option's applicable per share exercise price, subject to any required tax withholdings.

Footnote F6

Pursuant to the Merger Agreement, at the Effective Time, (1) the vested portion of this stock option ("Vested Option Portion") was cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock subject to the Vested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Vested Option Portion's applicable per share exercise price, subject to any required tax withholdings, and (2) the unvested portion of this stock option ("Unvested Option Portion") was cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the Unvested Option Portion, multiplied by (b) the excess, if any, of the Merger Consideration over such Unvested Option Portion's per share exercise price, subject to any required tax withholdings (the "Cash Replacement Option Amounts"),

Footnote F7

(continued from previous footnote) which Cash Replacement Option Amounts will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to such cancelled Unvested Option Portion, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.