X0206 3 2021-03-16 0 0001431695 Olo Inc. OLO 0001844608 Glass Noah H. C/O OLO INC. ONE WORLD TRADE CENTER, 82ND FLOOR NEW YORK NY 10007 1 1 0 0 CEO Class B Common Stock Class A Common Stock 964563 D Class B Common Stock Class A Common Stock 3604595 I By Trust Stock Option (Right to Buy) 0.16 2023-02-11 Class B Common Stock 1076865 D Stock Option (Right to Buy) 1.67 2026-01-11 Class B Common Stock 5809070 D Stock Option (Right to Buy) 2.74 2030-01-20 Class B Common Stock 415871 D Stock Option (Right to Buy) 9.72 2031-01-31 Class B Common Stock 897600 D 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 Reporting Person 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 held by the Reporting Person 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; (2) the death of the Reporting Person; and (3) 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. These shares are held by the Glass Family Trust (the "Trust"). The Reporting Person is the Trustee and a beneficiary of the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust except to the extent of his pecuniary interest therein, if any. Immediately exercisable. One-fourth of the shares underlying the option vested and became exercisable on January 15, 2021; the remaining shares shall vest in 36 equal monthly installments on the 15th day of each calendar month beginning on February 15, 2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date. One-sixteenth of the shares underlying the option shall vest and become exercisable on April 1, 2021; the remaining shares shall vest in 45 equal monthly installments on the 1st day of each calendar month beginning on May 1, 2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date. Exhibit List - Exhibit 24 - Power of Attorney No Table I securities beneficially owned /s/ Shashi Khiani, Attorney-in-Fact 2021-03-16