Transaction Details

Footnotes

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock. | The restricted stock units were granted on May 23, 2022. 1/16ths of the restricted stock units will vest on the first day of each three (3)-month period following May 1, 2022, with the first such quarterly vesting date to occur on August 1, 2022, subject to the Reporting Person's continuous service on the Board of Directors of the Issuer through each such date. | Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, (iii) the vote of 85% of the holders of Class B Common Stock outstanding; and (iv) following the date of the death or permanent disability of Better's founder.