RAMP LiveRamp Holdings Inc

On July 2, 2019, LiveRamp Holdings, Inc., a Delaware corporation (the “Company”), acquired Data Plus Math Corporation (“Data Plus Math”) pursuant to that certain Merger Agreement by and among LiveRamp, Inc., a wholly-owned subsidiary of the Company (“LiveRamp”), Addition Merger Sub, Inc., a wholly-owned subsidiary of LiveRamp, Data Plus Math and Shareholder Representative Services, LLC (as stockholder representative), dated as of June 19, 2019. In connection with closing, LiveRamp and the co-founders of Data Plus Math entered into Consideration Holdback Agreements, dated as of July 2, 2019 (the “Holdback Agreements”), pursuant to which approximately $12.2 million of the acquisition consideration otherwise payable to each of the co-founders in the merger (or $24.4 million in the aggregate) was held back and subject to vesting in three equal annual installments on the anniversary of the closing date (or such earlier date as the Board of Directors of the Company may determine), contingent upon the applicable co-founder’s continued employment with LiveRamp through each vesting date. Upon each vesting, such vested portion of the holdback amounts will be settled in a number of shares of common stock of the Company equal to the portion of such holdback amounts then vesting divided by the volume weighted average trading price of the Company’s common stock for the thirty trading days ending on the trading day that is immediately preceding the day that is three business days prior to the vesting date.

On June 29, 2020, the Company issued 181,688 shares of common stock of the Company in the aggregate to the co-founders pursuant to a distribution under the Holdback Agreements (the “Restricted Shares”). The co-founders are “accredited investors” within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and such shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act.