James W. Liken - 22 Jan 2024 Form 4 Insider Report for VAPOTHERM INC

Footnote F1

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.88 to $0.92, inclusive. The reporting person undertakes to provide to Vapotherm, Inc. (Company), any security holder of Vapotherm, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

Footnote F2

Disposed of pursuant to an Agreement and Plan of Merger, dated as of June 17, 2024, among Veronica Holdings, LLC, Veronica Intermediate Holdings, LLC, Veronica Merger Sub, Inc. and the Company, in exchange for a cash payment of $2.18 per share.

Footnote F3

The restricted stock unit awards, which these shares were subject to, were canceled in the merger in exchange for a cash payment of $2.18 per underlying share.

Footnote F4

This option, which provided for vesting in full on the earlier of the first anniversary of the date of grant or the date of the Company's 2020 annual meeting of stockholders, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $0.00 since this option had an exercise price that exceeded $2.18.

Footnote F5

This option, which provided for vesting in full on the earlier of the first anniversary of the date of grant or the date of the Company's 2023 annual meeting of stockholders, was canceled in the merger in exchange for a cash payment equal to: (a) the number of shares of Company common stock underlying the option, multiplied by (b) the excess, if any, of $2.18 over the per share exercise price of such option, which cash payment was $0.00 since this option had an exercise price that exceeded $2.18.