X0206 3 2021-05-14 0 0001617553 ZIPRECRUITER, INC. ZIP 0001859324 EBERHARD RYAN 604 ARIZONA AVE SANTA MONICA CA 90401 0 1 0 0 Chief Product Officer Class B Common Stock 0.00 Class A Common Stock 96750 D Employee Stock Option (Right to Buy) 5.53 2028-07-29 Class B Common Stock 250000 D Employee Stock Option (Right to Buy) 3.70 2027-12-11 Class B Common Stock 1250 D Restricted Stock Units (RSU) 2026-02-13 Class B Common Stock 120000 D Restricted Stock Units (RSU) 2026-08-25 Class B Common Stock 40900 D Restricted Stock Units (RSU) 2031-03-23 Class A Common Stock 10000 D Restricted Stock Units (RSU) 2031-03-23 Class A Common Stock 114000 D Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. 1/48 of the total shares underlying the option vests on August 1, 2018, and the remainder will vest as to 1/48 of the total award in monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. 1/48 of the total shares underlying the option vests on August 1, 2017, and the remainder will vest as to 1/48 of the total award in monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. Commencing on January 1, 2019, the RSUs shall vest upon satisfaction of two conditions while the recipient remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied as to 1/16 of the RSUs on each quarterly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of the first trading day following the expiration of the lockup period applicable to an IPO of the Issuer's equity securities pursuant to an effective registration statement, March 15 of the calendar year following the year in which an IPO occurs, or a change in control. The Issuer's Board of Directors has waived the liquidity event requirement condition effective as of the earlier of the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and March 15, 2022. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. Commencing on August 26, 2019, the RSUs shall vest upon satisfaction of two conditions while the recipient remains an employee or provider of services to the Issuer: (A) a time and service requirement satisfied over four years, with 25% of the RSUs vesting on August 26, 2020, and 1/16 of the RSUs on each quarterly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of the first trading day following the expiration of the lockup period applicable to an IPO of the Issuer's equity securities pursuant to an effective registration statement, March 15 of the calendar year following the year in which an IPO occurs, or a change in control. [continuation of fn6] These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur of: (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022. The RSUs shall 100% vest upon the earliest to occur of (a) first trading day following the expiration of the lockup period applicable to the IPO of the Issuer's equity securities pursuant to an effective registration statement, (b) March 15 of the calendar year following the year in which an IPO occurs or (c) a change of control, provided that the Reporting Person remains an employee or provider of service to the Issuer at such time. The Issuer's Board of Directors has waived the foregoing vesting requirement such that the RSUs shall vest in full effective as of the earlier of (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022. Commencing on March 24, 2021, the RSUs shall vest upon satisfaction of two conditions while the recipient remains an employee or provider of services to the Issuer: (a) a time and service requirement satisfied as to 1/16 of the RSUs on each quarterly vesting date following the vesting commencement date; and (b) a liquidity event requirement satisfied on the earliest to occur of the first trading day following the expiration of the lockup period applicable to an IPO of the Issuer's equity securities pursuant to an effective registration statement, March 15 of the calendar year following the year in which an IPO occurs, or a change in control. [continuation of fn9] These RSUs are subject to a liquidity event requirement which the Issuer's Board of Directors has waived in full, effective as of the earlier to occur of: (a) the first day of trading of the Issuer's Class A Common Stock on the New York Stock Exchange and (b) March 15, 2022. /s/ Ryan Sakamoto, as Attorney-in-Fact 2021-05-14