Kush Parmar - 30 Nov 2022 Form 4 Insider Report for Akouos, Inc.

Footnote F1

Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Kearny Acquisition Corporation ("Merger Sub"), dated as of October 17, 2022, these shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for (i) $12.50 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus [Continued on Note 2]

Footnote F2

[Continuation of Note 1] (ii) one non-tradable contingent value right ("CVR") per Share, which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Parent, Merger Sub, Computershare Inc. and Computershare Trust Company, N.A.

Footnote F3

Shares were held directly by 5AM Ventures V, L.P. ("Ventures V"). 5AM Partners V, LLC ("Partners V") is the general partner of Ventures V and may be deemed to have sole investment and voting power over the Shares held by Ventures V. The Reporting Person is a Managing Member of Partners V and may be deemed to have shared voting and dispositive power over the Shares held by Ventures V. Therefore, the Reporting Person may be deemed to have beneficially owned the Shares held by Ventures V. The Reporting Person disclaims beneficial ownership over the Shares held by Ventures V except to the extent of his pecuniary interest therein.

Footnote F4

Shares were held directly by 5AM Opportunities I, L.P. ("Opportunities I"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the general partner of Opportunities I and may be deemed to have sole investment and voting power over the Shares held by Opportunities I. The Reporting Person is a Managing Member of Opportunities GP and may be deemed to have shared voting and dispositive power over the Shares held by Opportunities I. Therefore, the Reporting Person may be deemed to have beneficially owned the Shares held by Opportunities I. The Reporting Person disclaims beneficial ownership over the Shares held by Opportunities I except to the extent of his pecuniary interest therein.

Footnote F5

At the effective time of the merger (the "Effective Time"), pursuant to the Merger Agreement, each outstanding option to purchase Shares having an exercise price less than $12.50 per Share, whether or not vested, was cancelled and converted into the right to receive (x) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (A) the total number of Shares subject to such option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option and (y) one CVR for each Share subject to such option immediately prior to the Effective Time (without regard to vesting).