Mark J. Pincus - 10 Aug 2021 Form 4 Insider Report for Joby Aviation, Inc. (JOBY)

Footnote F1

Reflects Issuer common stock acquired from the Issuer pursuant to a Subscription Agreement in connection with the business combination of Reinvent Technology Partners (the former name of the Issuer) ("RTP") and Joby Aero, Inc. (the "Business Combination").

Footnote F2

Reflects securities held directly by Workplay Ventures LLC. On the basis of the reporting person's relationship with Workplay Ventures LLC, the reporting person may be deemed a beneficial owner of the securities held by Workplay Ventures LLC. The reporting person disclaims beneficial ownership of the securities held by Workplay Ventures LLC, except to the extent of his pecuniary interest therein.

Footnote F3

Reflects securities held directly by MJP DT Holdings LLC. On the basis of the reporting person's relationship with MJP DT Holdings LLC, the reporting person may be deemed a beneficial owner of the securities held by MJP DT Holdings LLC. The reporting person disclaims beneficial ownership of the securities held by MJP DT Holdings LLC, except to the extent of his pecuniary interest therein.

Footnote F4

Reflects securities held directly by Reinvent Capital Fund LP. The reporting person may be a beneficial owner of securities held by Reinvent Capital Fund LP by virtue of his shared control over and indirect pecuniary interest in Reinvent Capital Fund LP. The reporting person disclaims beneficial ownership of the securities held by Reinvent Capital Fund LP, except to the extent of his pecuniary interest therein.

Footnote F5

100% of such shares are subject to vesting in tranches of 20% if the volume weighted average price of the Issuer's shares of common stock equals or exceeds $12.00, $18.00, $24.00, $32.00 or $50.00, respectively, for any 20 trading days within a 30 trading day period on or prior to the tenth anniversary of the Business Combination. On August 10, 2031, any unvested shares will be automatically forfeited. In the event the Issuer completes a transaction that results in a change of control, all unvested shares will vest immediately prior to the closing of such transaction.

Footnote F6

On August 10, 2021, RTP consummated the Business Combination. Pursuant to the Business Combination, RTP domesticated as a Delaware corporation and changed its name to "Joby Aviation, Inc.", and each RTP Class B ordinary share was automatically converted into the right to receive one share of the Issuer's common stock.

Footnote F7

The securities reported herein are directly held by Reinvent Sponsor LLC. The reporting person may be deemed a beneficial owner of securities held by Reinvent Sponsor LLC by virtue of his shared control over and indirect pecuniary interest in Reinvent Sponsor LLC. The reporting person disclaims beneficial ownership of the securities held by Reinvent Sponsor LLC, except to the extent of his pecuniary interest therein.

Footnote F8

Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business combination and expire five years after consummation of the Business Combination or earlier upon redemption or liquidation.