X0206 3 2021-03-16 0 0001431695 Olo Inc. OLO 0001845658 Raqtinda Investments LLC C/O STONEHAGE FLEMING US LLC 1700 MARKET STREET, SUITE 3010 PHILADELPHIA PA 19103 0 0 1 0 0001846769 Rosenberg Peter C/O RAQTINDA INVESTMENTS LLC 1700 MARKET STREET, SUITE 3010 PHILADELPHIA PA 19103 0 0 1 0 Class B Common Stock Class A Common Stock 53312 D Series A-1 Preferred Stock Class B Common Stock 5636690 D Series A Preferred Stock Class B Common Stock 6962350 D Series B Preferred Stock Class B Common Stock 505614 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; 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. These shares are held by Raqtinda Investments LLC (the "LLC"). Each of Peter Rosenberg and David Frankel, a member of the Issuer's Board of Directors, are managers of the LLC and, as such, share voting and dispositive power with respect to the shares held by the LLC. Mr. Rosenberg disclaims beneficial ownership of 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 Mr. Rosenberg 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 for no additional consideration and has no expiration date. In addition, each share of the Series A Preferred Stock and the Series A-1 Preferred stock will convert into 10 shares of Class B Common Stock at the closing of the IPO for no additional consideration and have no expiration date. No Table I securities beneficially owned /s/ Peter Rosenberg, Manager 2021-03-16 /s/ Peter Rosenberg 2021-03-16