Michael-Bryant Hicks - 29 Mar 2022 Form 4 Insider Report for Apria, Inc.

Footnote F1

On March 29, 2022, Owens & Minor, Inc. ("Owens & Minor") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of January 7, 2022 (the "Merger Agreement"), by and among the Issuer, Owens & Minor and StoneOak Merger Sub Inc., an indirect, wholly owned subsidiary of Owens & Minor ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Owens & Minor. At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $37.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

Footnote F2

Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.

Footnote F3

Pursuant to the Merger Agreement, each restricted stock unit ("RSU") became fully vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.

Footnote F4

Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022.

Footnote F5

In connection with the Merger, certain long-term incentive plan units ("LTIP") were vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such LTIP immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.

Footnote F6

Represents LTIP awards granted in 2020 which were originally scheduled to vest in equal quarterly installments beginning on March 31, 2020, subject to the satisfaction of certain performance criteria as determined at the end of the three year performance period.