Thomas A. West - 13 May 2022 Form 4 Insider Report for Intersect ENT, Inc.

Footnote F1

Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to performance-based vesting conditions (each, an 'Issuer PSU') that was outstanding and became vested prior to or upon the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer PSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes.

Footnote F2

Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the 'Merger Agreement'), dated August 6, 2021, by and among the Issuer, Medtronic, Inc. ('Parent') and Project Kraken Merger Sub, Inc., a wholly-owned subsidiary of Parent ('Merger Sub'), including the consummation of the merger (the 'Merger') between Issuer and Merger Sub on May 13, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the 'Effective Time'), [each outstanding share of Issuer common stock, $0.001 par value per share ('Issuer Common Stock'), was cancelled, retired and converted into the right to receive an amount equal to $28.25 in cash, without interest thereon (the 'Common Stock Merger Consideration'), subject to any required withholding of taxes].

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to vesting conditions based solely on continued employment with or service to the Company or any of its subsidiaries (each, an 'Issuer RSU') that was outstanding and unvested immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer RSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchase Issuer Common Stock other than options subject to performance-based vesting conditions (each, an 'Issuer Option') that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Issuer Option, subject to any required withholding of taxes.

Footnote F5

Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchaser Issuer Common Stock that is subject to performance-based vesting conditions that was outstanding and unexercised and became vested immediately prior to or upon the Effective Time (each, a 'Vested Performance Based Option') was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Performance Based Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Vested Performance Based Option, subject to any required withholding of taxes.