X0206 3 2018-05-02 0 0001609550 Inspire Medical Systems, Inc. INSP 0001584404 Jain Mudit K. C/O INSPIRE MEDICAL SYSTEMS, INC. 9700 63RD AVENUE NORTH, SUITE 200 MAPLE GROVE MN 55369 1 0 1 0 Series B Convertible Preferred Stock Common Stock 741494 I See footnote Series C Convertible Preferred Stock Common Stock 419663 I See footnote Series D Convertible Preferred Stock Common Stock 195465 I See footnote Series E Convertible Preferred Stock Common Stock 272391 I See footnote Series F Convertible Preferred Stock Common Stock 466494 I See footnote Stock Option (Right to Buy) 16.00 2028-05-02 Common Stock 17296 D Shares of Series B, Series C, Series D, Series E and Series F Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Sixth Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Convertible Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering. Shares of Series B Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1855 conversion rate. Shares of Series C, Series D and Series F Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1504 conversion rate. Shares of Series E Convertible Preferred Stock are convertible into shares of Common Stock at a 1-for-0.1728 conversion rate. These shares are held of record by Synergy Life Science Partners, LP ("Synergy"). Synergy Venture Partners, LLC ("SVP LLC") serves as the sole General Partner of Synergy. As such, SVP LLC possesses sole voting and investment control over the securities owned by Synergy, and may be deemed to have indirect beneficial ownership of the securities held by Synergy. SVP LLC, however, owns no securities of the Issuer directly. Mr. Jain, a director of the Issuer, is a Manager of SVP LLC and shares voting and dispositive power over the shares held by Synergy. Mr. Jain disclaims beneficial ownership of the shares held by Synergy except to the extent of his proportionate pecuniary interest therein. The option vests and becomes exercisable on May 2, 2019, subject to the Reporting Person's continuous service to the Issuer through such date; provided the option will not vest if the Issuer's initial public offering does not close. Exhibit List: Exhibit 24 - Power of Attorney /s/ Richard Buchholz, as Attorney-in-Fact for Mudit K. Jain 2018-05-02