Armando Anido - 10 Oct 2023 Form 4 Insider Report for Zynerba Pharmaceuticals, Inc.

Footnote F1

Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2023, by and among the Issuer, Harmony Biosciences Holdings, Inc., a Delaware corporation ("Parent") and Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer (the "Offer") for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of October 10, 2023 (the "Effective Time" with the Issuer surviving the merger). (continued in footnote 2)

Footnote F2

(Continued from footnote 1) At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (a) $1.1059 per Share (the "Cash Amount") in cash, subject to any applicable withholding taxes and without interest, plus (b) one contingent value right (each, a "CVR") per Share (the "CVR Amount" and together with the Cash Amount, the "Merger Consideration"), which represents the right to receive up to approximately $2.5444 per Share in the form of one or more potential contingent payments, in cash, subject to any applicable withholding taxes and without interest, upon the achievement of certain milestones (such applicable payment, each, a "Milestone Payment").

Footnote F3

This line item represents unvested restricted stock awards ("RSAs") with performance-based vesting previously granted to the Reporting Person. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested RSA that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration, subject to withholding of applicable taxes and without interest

Footnote F4

This line item represents unvested RSAs held by the Reporting Person that were tendered pursuant to the Offer. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested RSA that was outstanding immediately prior to the Effective Time and not validly tendered in the Offer was cancelled and converted into the right to receive the Merger Consideration, subject to withholding of applicable taxes and without interest.

Footnote F5

TUA of Armando Anido and Nancy J. Anido Trusts are controlled by Armando Anido, who has voting and dispositive power with respect to shares held by the trusts.

Footnote F6

Pursuant to the terms of the Merger Agreement, at the Effective Time, each option that had a per Share exercise price that was less than the Cash Amount (whether vested or unvested) that was outstanding and unexercised immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such option, (i) an amount in cash equal to the excess of the Cash Amount over the per Share exercise price of such option and (ii) one CVR. (continued in footnote 7)

Footnote F7

(Continued from footnote 6) Each option that was outstanding and unexercised immediately prior to the Effective Time that had a per Share exercise price greater than or equal to the Cash Amount, and less than $2.71, was cancelled and converted into the right to receive, for each Share underlying such option, upon the occurrence of any Milestone Payment, (i) an amount in cash equal to the Cash Amount, plus the applicable Milestone Payment, plus any Milestone Payment previously paid with respect to such Share, minus the per Share exercise price of the option, minus (ii) any amount previously paid out for such option pursuant to any previous Milestone Payment.