Life360, Inc. — Capital/Financing Update 2021

Sep 1, 2021

Proposed issue of securities

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Announcement Summary

Entity name

LIFE360 INC.

Announcement Type

New announcement

Date of this announcement

2/9/2021

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
New class-code to be	Convertible Promissory Notes	103
confirmed

Proposed +issue date 1/9/2021

Refer to next page for full details of the announcement

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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

2/9/2021

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)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Convertible Promissory Notes No Yes	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Convertible Promissory Notes No Yes
New class-code to be confirmed	Convertible Promissory Notes

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

103

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

The securities are being offered as consideration for the acquisition of 100% of the shares in Jio, Inc. (trading as Jiobit)

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 15,782,279.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
USD - US Dollar	USD 11,486,343.2200
Interest rate type
Indexed rate
Frequency of coupon/interest	First interest payment date
payments per year
Annual
	1/9/2022
Interest rate per annum	Is the interest rate per annum
0.00000 %	estimated at this time? No
Does the interest rate include a
reference rate, base rate or market
rate (e.g. BBSW or CPI)?
Yes
What is the reference rate, base rate	or market rate?

US Prime Rate as published in the Wall Street Journal's 'Monthly Rates' table

Does the interest rate include a	What is the margin rate above the
margin above the reference rate,	reference rate, base rate or market
base rate or market rate?	rate (expressed as a percent per
Yes	annum)
	0.25000 %

Is the margin estimated at this time? No

s128F of the Income Tax Assessment Act status applicable to the +security

Not applicable

Is the +security perpetual (ie. no

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maturity date)?

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Yes

Select other features applicable to the +security Secured

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

360 : CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

On conversion, up to 510,504 shares of common stock will be issued, which is equivalent to 1,531,512 CDIs

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

https://www.asx.com.au/asxpdf/20210427/pdf/44vw8t5kt43wqg.pdf

Part 7C - Timetable

7C.1 Proposed +issue date

1/9/2021

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?

The issue of the convertible promissory notes (the subject of this Appendix 3B) is in addition to securities be offered as part of the overall consideration for the acquisition of Jiobit. Upon the conversion of these promissory notes, up to 510,504 shares (equivalent to 1,531,512 CDIs) will be issued. In addition, a further 765,733 shares (equivalent to 2,297,199 CDIs) were issued upon settlement of the transaction on 1 September 2021.

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

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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? No 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 The securities are being offered as consideration for the acquisition of 100% of the shares in Jio, Inc. (trading as Jiobit) 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

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