Happen, Inc.

Footnotes

F1

Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.↩ 1↩ 2↩ 3↩ 4↩ 5↩ 6

F2

Does not represent a sale of shares. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.↩ 1

F3

This transaction was effected pursuant to a Rule 10b5-1 trading plan (the "Plan") to diversify the assets of the Reporting Person. As disclosed in, and as of the filing date of, the Issuer's Form 10-Q for the period ending March 31, 2026 the maximum number of shares that can be sold under the Plan, inclusive of the reported transaction, represents 9.4% of the Reporting Person's equity interest in the Issuer.↩ 1

F4

This transaction was executed in multiple trades during the date at prices ranging from $18.13 to $18.40. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.↩ 1

F5

The RSUs vested as to 8.33% of the total shares on May 25, 2024, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.↩ 1

F6

Not applicable.↩ 1↩ 2↩ 3

F7

The RSUs vested as to 8.33% of the total shares on May 25, 2025, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.↩ 1

F8

The RSUs vested as to 8.33% of the total shares on May 25, 2026, with an additional 8.33% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.↩ 1