David James Wu - 16 Feb 2024 Form 4 Insider Report for Eargo, Inc.

Footnote F1

Represents shares of common stock of Eargo, Inc. ("Eargo") disposed of pursuant to the Agreement and Plan of Merger, dated October 29, 2023, by and among PSC Echo Parent LLC, PSC Echo Merger Sub Inc., and Eargo (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each share of Eargo common stock (the "Shares") held by the reporting person was converted automatically into the right to receive $2.55 per share in cash (the "Merger Consideration").

Footnote F2

Pursuant to the Merger Agreement, at the Effective Time, each award of Eargo stock options ("Options") held by the reporting person and granted under the Eargo, Inc. 2020 Incentive Award Plan or the Eargo, Inc. 2010 Equity Incentive Plan that was outstanding and unexercised immediately prior to or upon the Effective Time, whether vested or unvested, was cancelled, with the holder of such Option becoming entitled to receive an amount in cash, without interest and subject to applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration over the per share exercise price of such Option, by (ii) the number of Shares covered by such Option immediately prior to and upon the Effective Time, with any Options that have a per share exercise price that is greater than or equal to the Merger Consideration being cancelled for no consideration as of the Effective Time.