EX-24 2 attachment1.htm EX-24 DOCUMENT
                               EXHIBIT 24 TO FORM 3
                                 POWER OF ATTORNEY

    The undersigned hereby authorizes and designates each of Anthony TenHaagen
and John Landry, signing singly, as the undersigned's true and lawful attorney-
in-fact to:

    (1)    execute for and on the undersigned's behalf, in the undersigned's
capacity as a Section 16 filer with respect to Vapotherm Inc.  (the "Company"),
a Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations promulgated thereunder;

    (2)    do and perform any and all acts for and on the undersigned's behalf
which may be necessary or desirable to complete and execute any such Form ID and
Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the Securities and Exchange Commission, any stock
exchange or similar authority; and

    (3)    take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be to the
undersigned's benefit, in the undersigned's best interest, or legally required
of the undersigned, it being understood that the documents executed by such
attorney-in-fact on the undersigned's behalf pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney- in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby further grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitutes or revocation, hereby ratifying and confirming all that such
attorney-in fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned hereby acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the undersigned's
request, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file a Form ID and Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
duly executed as of this 21st day of January, 2020.

                                        3x5 PARTNERS, LLC

                                        By: /s/ Nicholas Walrod
                                            ----------------------
                                        Name:  Nicholas Walrod
                                        Title: Managing Member