X0206 3 2021-03-16 0 0001431695 Olo Inc. OLO 0001835021 Gardner Brandon C/O THE RAINE GROUP 65 EAST 55TH STREET NEW YORK NY 10022 1 0 1 0 Class B Common Stock Class A Common Stock 2797996 I By RPII Order LLC Series A-1 Preferred Stock Class B Common Stock 5270170 I By RPII Order LLC Series B Preferred Stock Class B Common Stock 211293 I By RPII Order LLC Series C Preferred Stock Class B Common Stock 468826 I By RPII Order LLC Series D Preferred Stock Class B Common Stock 23962843 I By RPII Order LLC Series E Preferred Stock Class B Common Stock 1509311 I By RPII Order LLC 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 holder 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 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; and (2) 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. Represents securities of the Issuer owned directly RPII Order LLC (the "LLC"), for which the Reporting Person shares beneficial ownership. The Reporting Person disclaims beneficial ownership over the shares held by the LLC except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Each share of preferred stock will 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. Exhibit List - Exhibit 24 - Power of Attorney No Table I securities beneficially owned /s/ Shashi Khiani, Attorney-in-Fact 2021-03-16