X0306 4 2020-12-18 0 0001647639 Upstart Holdings, Inc. UPST 0001300345 Loeb Daniel S 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 1 See Footnote 1 0001040273 Third Point LLC 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 1 See Footnote 1 Common Stock 2020-12-18 4 C 0 6945796 A 6945796 I By Third Point Ventures, LLC. Common Stock 2020-12-18 4 C 0 5235426 A 12181222 I By Third Point Ventures, LLC. Common Stock 2020-12-18 4 P 0 1200000 20.00 A 13381222 I By Third Point Ventures, LLC. Series C Convertible Preferred Stock 2020-12-18 4 C 0 6945796 0 D Common Stock 6945796 0 I By Third Point Ventures, LLC. Series C-1 Convertible Preferred Stock (Common Stock) 2020-12-18 4 C 0 5235426 0 D Common Stock 5235426 0 I By Third Point Ventures, LLC. The securities of the Issuer set forth herein are directly beneficially owned by Third Point Ventures, LLC ("Third Point Ventures"). Third Point Ventures is an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 13d-3 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. In connection with the Issuer's initial public offering of Common Stock, par value $0.0001 per share (the "Common Stock"), each share of the Issuer's Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock held by Third Point Ventures was automatically converted into one share of Common Stock immediately prior to the consummation of the Issuer's initial public offering. In connection with the Issuer's initial public offering of Common Stock, Third Point Ventures purchased additional shares of Common Stock from the underwriters at the initial public offering price as set forth herein. 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 2020-12-22 THIRD POINT LLC, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point 2020-12-22