Henry B. Albrecht - 09 Aug 2023 Form 4 Insider Report for LIMEADE, INC

Footnote F1

On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash (the "Merger Consideration").

Footnote F2

This fully vested option was cancelled automatically at the effective time in exchange for a cash payment of USD$30,300, representing the difference between the exercise price of the option and the Merger Consideration, less any applicable tax withholding.

Footnote F3

This fully vested option, which had an exercise price greater than the Merger Consideration, was cancelled automatically at the effective time for no consideration.

Footnote F4

This unvested performance-based option, which was not included on prior reports as the performance-based vesting criteria had not been achieved, had an exercise price greater than the Merger Consideration and was cancelled automatically at the effective time for no consideration.

Footnote F5

This option, which is eligible to vest from 80% to 100% of the target number of shares subject to the award based upon the achievement of certain financial criteria over a performance period that ends on December 31, 2024, was not included on prior reports as the performance-based vesting criteria had not been achieved. This option was cancelled automatically at the effective time and converted into the contingent right to receive an amount in cash equal to the product of (x) the total number of shares subject to the option multiplied by (y) the excess of the Merger Consideration over the exercise price per share of the option, subject to the same terms and conditions as applied to the option prior to the Merger.