X0306 4 2021-09-29 0 0001826018 ROVER GROUP, INC. ROVR 0001635209 Madrona Venture Fund IV, LP C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635160 Madrona Venture Fund IV-A, LP C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635161 Madrona Investment Partners IV, LP C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 0001635683 Madrona IV General Partner, LLC C/O MADRONA VENTURE GROUP 999 THIRD AVENUE, 34TH FLOOR SEATTLE WA 98104 0 0 1 0 Class A Common Stock 2021-09-29 4 J 0 3300528 0.00 A 26721281 D Class A Common Stock 2021-09-29 4 J 0 83982 0.00 A 679926 D On September 29, 2021, Madrona Venture Fund IV, L.P. and Madrona Venture Fund IV-A, L.P. became entitled to receive 3,300,528 and 83,982 shares, respectively, of Rover Group, Inc. Class A common stock, par value $0.0001 per share ("Class A Common Stock"), pursuant to an "earn-out" provision of the Business Combination Agreement, dated as of February 10, 2021 (the "Business Combination Agreement"), by and among Nebula Caravel Acquisition Corp. (n/k/a Rover Group, Inc.) ("Caravel"), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Caravel, and A Place for Rover, Inc., a Delaware corporation ("Legacy Rover"). Section 3.7 of the Business Combination Agreement provided that Legacy Rover stockholders would receive additional shares of Class A Common Stock, for no additional consideration, if the volume weighted average price of Class A Common Stock over twenty trading days within any thirty trading day period during the Earnout Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.00 and (2) $14.00. As Triggering Events I and II (as defined in the Business Combination Agreement) were satisfied as of September 29, 2021, Legacy Rover's former stockholders, including Madrona Venture Fund IV, L.P. and Madrona Venture Fund IV-A, L.P., acquired additional shares of Class A Common Stock pursuant to the Business Combination Agreement. The number of shares issuable pursuant to the earn-out right was determined on September 29, 2021 pursuant to a formula set forth in the Business Combination Agreement. For each Triggering Event, Legacy Rover stockholders received Class A Common Stock at a ratio of 0.0731 shares of Class A Common Stock for each share of Legacy Rover stock held immediately prior to the merger. Each of Madrona Venture Fund IV, L.P.'s and Madrona Venture Fund IV-A, L.P.'s right to receive additional shares became fixed and irrevocable on July 30, 2021, the effective date of the merger. Shares held directly by Madrona Venture Fund IV, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV, L.P., may be deemed an indirect beneficial owner of the reported securities. Madrona IV General Partner, LLC, is the general partner of Madrona Investment Partners IV, L.P. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein. Shares held directly by Madrona Venture Fund IV-A, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV-A, L.P., may be deemed an indirect beneficial owner of the reported securities. Madrona IV General Partner, LLC, is the general partner of Madrona Investment Partners IV, L.P. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein. /s/ Madrona Venture Fund IV, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 2021-10-01 /s/ Madrona Venture Fund IV-A, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 2021-10-01 /s/ Madrona Investment Partners IV, L.P. by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory 2021-10-01 /s/ Madrona IV General Partner, LLC by Troy Cichos, Authorized Signatory 2021-10-01