X0206 3 2021-03-16 0 0001431695 Olo Inc. OLO 0001846043 RRE Ventures IV, L.P. C/O RRE VENTURES 150 EAST 59TH STREET, 17TH FLOOR NEW YORK NY 10022 0 0 1 0 0001569701 RRE Ventures GP IV, LLC C/O RRE VENTURES 150 EAST 59TH STREET, 17TH FLOOR NEW YORK NY 10022 0 0 1 0 Class B Common Stock Class A Common Stock 309043 I See Footnote Class B Common Stock Class A Common Stock 330344 I See Footnote Series A-1 Preferred Stock Class B Common Stock 13601530 D Series B Preferred Stock Class B Common Stock 354943 D Series C Preferred Stock Class B Common Stock 1996276 D Series E Preferred Stock Class B Common Stock 383622 I See Footnote Following the closing of the Issuer's initial public offering (the "IPO"), each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock reported on this Form 3 will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock; (2) the death of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the trading day immediately following the seventh anniversary of the IPO, (b) the last trading day of the fiscal quarter immediately following the date upon which the then outstanding shares of Class B common stock first represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock, or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class. These shares are held by RRE Leaders II, L.P. ("Leaders II"). The general partner of Leaders II is RRE Leaders GP II, LLC and its managing members and officers are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of Leaders II and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 3, except to the extents of its or his pecuniary interest therein, if any. These shares are held by RRE Advisors LLC ("Advisors"). The managers and owners of Advisors are each of James D. Robinson IV and Stuart J. Ellman. Each share of Series B, Series C, and Series E Preferred Stock automatically convert into the same number of shares of Class B Common Stock upon the closing of the IPO and has no expiration date. In addition, each share of the Series A-1 Preferred stock will convert into 10 shares of Class B Common Stock at the closing of the IPO and has no expiration date. These shares are held by RRE Ventures IV, L.P. ("Ventures IV"). The general partner of Ventures IV is RRE Ventures GP IV, LLC ("GP IV"). The managing members and officers of GP IV are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of GP IV and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 3, except to the extent of its or his pecuniary interest therein, if any. These shares are owned by Leaders II. No Table I securities beneficially owned /s/ William D. Porteous, General Partner and Chief Operating Officer 2021-03-16 /s/ William D. Porteous, General Partner and Chief Operating Officer 2021-03-16