X0206 3 2020-12-15 0 0001647639 Upstart Holdings, Inc. UPST 0001300345 Loeb Daniel S 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001040273 Third Point LLC 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 Series C Convertible Preferred Stock Common Stock 6945796 I See footnote Series C-1 Convertible Preferred Stock Common Stock 5235426 I See footnote (1) The Series C Convertible Preferred Stock and the Series C-1 Convertible Preferred Stock (collectively, the "Series C") is convertible into shares of the Issuer's Common Stock, par value $0.0001 per share (the "Common Stock") at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. The Series C is convertible into shares of Common Stock on a 1:1 basis, subject to appropriate adjustments for stock splits, stock dividends, combinations, subdivisions, recapitalizations, or the like, and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, it is expected that all shares of Series C will be converted into shares of Common Stock. (2) Third Point Ventures, LLC ("Third Point Ventures") directly beneficially owns securities of the Issuer, as set forth herein. Third Point Ventures is an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point (together with Mr. Loeb and Third Point Ventures, the "Third Point Parties"). By reason of the provisions of Rules 13d-3 and under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by Third Point Ventures. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. The Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011, was previously filed with the SEC on February 11, 2011 as Exhibit 99.2 to Schedule 13G filed by Third Point LLC and Daniel S. Loeb with respect to Citadel Broadcasting Corporation and is incorporated herein by reference. DANIEL S. LOEB, /s/ William Song, as Attorney-in-Fact for DANIEL S. LOEB 2020-12-15 THIRD POINT LLC, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point 2020-12-15