X0306 4 2021-01-20 0 0001773751 Hims & Hers Health, Inc. HIMS 0001837815 Baird Melissa 2269 CHESTNUT STREET, #523 SAN FRANCISCO CA 94123 0 1 0 0 Chief Operating Officer Class A Common Stock 2021-01-20 4 A 0 99458 A 99458 D Warrant (right to buy) 11.50 2021-01-20 4 A 0 556 0.00 A 2026-01-20 Class A Common Stock 556 556 D Stock Option (right to buy) 0.40 2021-01-20 4 A 0 161059 0.00 A 2028-03-28 Class A Common Stock 161059 161059 D Stock Option (right to buy) 0.40 2021-01-20 4 A 0 925664 0.00 A 2028-03-28 Class A Common Stock 925664 925664 D Stock Option (right to buy) 1.75 2021-01-20 4 A 0 113245 0.00 A 2029-11-05 Class A Common Stock 113245 113245 D Stock Option (right to buy) 2.43 2021-01-20 4 A 0 779073 0.00 A 2030-05-12 Class A Common Stock 779073 779073 D Stock Option (right to buy) 9.41 2021-01-20 4 A 0 265899 0.00 A 2030-12-22 Class A Common Stock 265899 265899 D Restricted Stock Unit 2021-01-20 4 A 0 132723 0.00 A Class A Common Stock 132723 132723 D Restricted Stock Unit 2021-01-20 4 A 0 12983 0.00 A Class A Common Stock 12983 12983 D In connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the "Merger"), by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. ("New Hims"), RX Merger Sub Inc., and Hims, Inc., the Reporting Person received (i) 90,596 shares of Class A Common Stock of New Hims and (ii) 8,862 shares of restricted New Hims Class A Common Stock (the "Earn Out Shares") in exchange for 200,000 shares of Class A Common Stock of Hims, Inc. The Earn Out Shares vest in equal thirds if the trading price of New Hims Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the "Earn Out Conditions"). If the Earn Out Conditions are not met during the five years following closing (the "Earn Out Period"), then the unvested Earn Out Shares will be automatically forfeited. (Continued from footnote 1)On the effective date of the Merger, the closing price of New Hims Class A Common Stock was $16.38 per share. In connection with the Merger, the Reporting Person received warrants exercisable for shares of New Hims Class A Common Stock in partial exchange for shares of Class A Common Stock of Hims, Inc. The Stock Option was received in exchange for an option to purchase 355,555 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.18, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning February 6, 2018. The Stock Option was received in exchange for an option to purchase 2,043,499 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.18, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning February 6, 2018. The Stock Option was received in exchange for an option to purchase 250,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.79, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning October 1, 2019. The Stock Option was received in exchange for an option to purchase 1,719,884 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning February 12, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement). The Stock Option was received in exchange for an option to purchase 587,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $4.26, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning December 16, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement). In connection with the Merger, the Reporting Person received New Hims restricted stock units ("New Hims RSUs") in exchange for restricted stock units of Hims, Inc. ("Legacy Hims RSUs"). The New Hims RSUs were received in exchange for 293,000 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period in substantially equal quarterly installments beginning March 15, 2021, with 6.25% of the RSUs vesting on each of March 15, June 15, September 15 and December 15, subject to the individual's continuous service. The New Hims RSU is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable RSU Agreement). The New Hims RSU expires in December 2027. In connection with the Merger, the Reporting Person received additional New Hims RSUs representing a portion of the aggregate 16,000,000 shares of New Hims Class A Common Stock comprising the Earn Out shares (the "Earn Out RSUs"). The Earn Out RSUs were received in exchange for shares of Legacy Hims RSUs. Subject to the satisfaction of time-based vesting and share-price based performance based vesting conditions, each Earn Out RSU represents the right to receive one share of Class A Common Stock of New Hims. The recipient will be subject to substantially the same time-based vesting condition specified in Footnote 10 above. Additionally, the Earn Out RSUs will vest upon the satisfaction of the Earn Out conditions. If the RSU Earn Out conditions are not met during the Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited. /s/ Soleil Boughton, Attorney-in-Fact 2021-01-22