X0206 3 2020-12-16 0 0001801661 Skillz Inc. SKLZ 0001836621 Paradise Andrew C/O SKILLZ INC. P.O. BOX 445 SAN FRANCISCO CA 94104-0445 1 1 0 0 Chief Executive Officer Class B Common Stock 77004134 D Class B Common Stock 19856 I See Footnote Class A Common Stock 3572888 I See Footnote Stock Options (right to buy) 17.68 2030-12-16 Class B Common stock 9960000 D Stock Options (right to buy) 0.05 2017-07-26 2027-01-31 Class B Common stock 7024488 D Earnout Shares 0.00 2025-12-16 Class B common stock 1407256 D The stock options will vest in three equal increments as follows: (i) one-third on the date that the volume weighted average price on the New York Stock Exchange ("NYSE") over a ten trading day period of underlying Issuer's Class A common stock ("VWAP") equals or exceeds 3.0x the VWAP of the shares as of December 16, 2020 (the "Closing Date"), (ii) one-third on the date that the VWAP of the shares equals or exceeds 4.0x the VWAP of the shares as of the Closing Date, and (iii) one-third on the date that the VWAP of the shares equals or exceeds 5.0x the VWAP of the shares as of the Closing Date On the Closing Date, Flying Eagle Acquisition Corp ("FEAC"), the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of September 1, 2020 by and among FEAC, Merger Sub Inc., a Delaware corporation, Skillz Inc., a Delaware corporation ("Old Skillz"), and the Reporting Person, solely in his capacity as the representative of the stockholders of Old Skillz. The 3,572,888 shares of Class A Common Stock are held in escrow pursuant to the terms of an earnout escrow agreement entered into in connection with the Business Combination. The Reporting Person, as representative of the Old Skillz stockholders, has voting control over, but no pecuniary interest in, such shares. On the Closing Date, the Reporting Person received the right to acquire 1,407,256 shares of the Issuer's Class B Common Stock in connection with the Business Combination, (i) one-half of which will be released from escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $15.00; and (ii) one-half of which will be released from such escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $17.50 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $17.50. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled (the "Reporting Person's Escrowed Earn-Out Shares"). Represents 19,856 shares of the Issuer's Class B Common Stock held in escrow over which the Reporting Person, as representative of the Old Skillz stockholders, has voting control but no pecuniary interest. Includes the Reporting Person's Escrowed Earn-Out Shares. See Exhibit 24.1 - Power of Attorney /s/ Charlotte Edelman, Attorney-in-Fact 2020-12-18