Life360, Inc. — Capital/Financing Update 2021

Nov 22, 2021

Proposed issue of securities

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Announcement Summary

Entity name LIFE360 INC.

Announcement Type

New announcement

Date of this announcement

23/11/2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
360	CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB	4,008,243

Proposed +issue date 4/1/2022

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

LIFE360 INC.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ARBN

Registration Number 629412942

1.3 ASX issuer code

360

1.4 The announcement is

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New announcement

1.5 Date of this announcement

23/11/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No Part 7B - Issue details Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class Details of +securities proposed to be issued ASX +security code and description 360 : CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB Number of +securities proposed to be issued 4,008,243 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Securities are being issued as partial consideration for the acquisition of Tile, Inc.(as announced to the ASX on 23 November 2021) Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 12.942000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

4/1/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

4,008,243 CDIs

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

803,070 shares (2,409,210 CDIs) issued at the closing of the acquisition will be subject to voluntary escrow, of which shares 200,768 (602,304 CDIs) shares will be subject to voluntary escrow for 6-months following closing, 200,768 shares (602,304 CDIs) will be subject to voluntary escrow for 12-months following closing, 200,768 shares (602,304 CDIs) will be subject to voluntary escrow for 18-months following closing, and 200,768 shares ( 602,304 CDIs) will be subject to voluntary escrow for 24-months following closing.

266,506 shares (799,518 CDIs) issued on achievement of the earnout will be subject to voluntary escrow, of which 133,253 shares (399,759 CDIs) will cease to be subject to voluntary escrow for 18 months following closing and 133,253 shares (399,759 CDIs) for 24-months following closing

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Part consideration for the acquisition of Tile, Inc. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The date in Section 7C.1 is an estimated date for the first issue. The estimated date for the second issued is 7 June 2022. 803,070 Shares (represented by 2,409,210 CDIs) will issue on the closing of acquisition, expected to be in Q1 FY22, and up to 533,011 shares (represented by up to 1,599,033 CDIs) will issue on achievement of earnout, expected to be in Q2 FY22 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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