Charles S. Theofilos - 03 Sep 2024 Form 4 Insider Report for electroCore, Inc. (ECOR)

Footnote F1

Represents a grant of Deferred Stock Units ("DSUs") which vest in 12 equal monthly installments commencing on the one-month anniversary of the grant date; provided, however, that the DSUs shall vest in full on the earlier of (i) the one-year anniversary of the grant date, (ii) the close of business one business day prior to the Issuer's next annual stockholder meeting following the grant date, (iii) the date of the Reporting Person's death, or (iv) the date immediately prior to a change of control resulting in the termination of affiliation of the Reporting Person, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date.

Footnote F2

Includes 25,210 shares of common stock underlying DSUs which were granted by the Issuer to the Reporting Person on January 1, 2024. As previously reported in the Form 4 filed by the Reporting Person on January 3, 2024, such DSUs vest (i) in 12 equal monthly installments commencing on the three-month anniversary of the grant date and (ii) in full on the date immediately prior to a change of control, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date.

Footnote F3

These shares of common stock are held by Happy Holstein, LLLP, a Florida limited liability limited partnership, of which Happy Holstein Management, LLC ("HH Management") is the general partner, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock.

Footnote F4

These shares of common stock are held by MCKT, LLC, a Florida limited liability company, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock.

Footnote F5

These shares of common stock are held by the Reporting Person's adult children. Kathryn Theofilos, the Reporting Person's spouse, shares voting and dispositive power over such shares. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock.

Footnote F6

These shares of common stock are held by Kathryn Theofilos, the Reporting Person's spouse. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock.

Footnote F7

The holder of these common stock warrants (the "June 2024 Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The June 2024 Warrants are currently exercisable, subject to the Beneficial Ownership Limitation (as defined below), at an exercise price of $6.43 (subject to adjustment) and will expire on June 5, 2029. The June 2024 Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any June 2024 Warrants or any shares of common stock issuable upon their exercise.

Footnote F8

The holder of these prefunded common stock warrants (the "June 2024 Prefunded Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The June 2024 Prefunded Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $0.001 (subject to adjustment) and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any June 2024 Prefunded Warrants or any shares of common stock issuable upon their exercise.

Footnote F9

The holder of these common stock warrants (the "2023 Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The 2023 Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $4.35 (subject to adjustment) and will expire on February 2, 2029. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any 2023 Warrants or any shares of common stock issuable upon their exercise.

Footnote F10

The holder of these prefunded common stock warrants (the "2023 Prefunded Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The 2023 Prefunded Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $0.001 (subject to adjustment) and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any 2023 Prefunded Warrants or any shares of common stock issuable upon their exercise.