X0206 3 2018-11-13 0 0001253176 VAPOTHERM INC VAPO 0001439101 MORGENTHALER VENTURE PARTNERS IX LP 3200 ALPINE ROAD PORTOLA VALLEY CA 94028 0 0 1 0 0001666860 Morgenthaler Management Partners IX, LLC 3200 ALPINE ROAD PORTOLA VALLEY CA 94028 0 0 1 0 Series A Convertible Preferred Stock Common Stock 214285 D Series B Convertible Preferred Stock Common Stock 217803 D Series C Convertible Preferred Stock Common Stock 359842 D Series D Convertible Preferred Stock Common Stock 129418 D Series D-1 Convertible Preferred Stock Common Stock 53951 D Each share of Series A Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series B Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series C Convertible Preferred Stock. Each share of Series D Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock at any time at the holder's election and automatically upon the consummation of a qualified public offering of the Issuer. There is no expiration date for the Series D Convertible Preferred Stock. Each share of Series D-1 Convertible Preferred Stock is convertible, for no additional consideration, into one (1) share of Common Stock, provided that if the Issuer, subject to certain exceptions issues, or is deemed to have issued securities at a deemed price per share of the Issuer's Common Stock that is lower than $15.918 per share (the "Lower Price"), then each share of Series D-1 Convertible Preferred Stock will be convertible into such number of shares of the Issuer's Common Stock as is equal to the quotient obtained by dividing (1) $15.918 by (2) the Lower Price. The securities are held by Morgenthaler Venture Partners IX, L.P. ("MVP IX"). The general partner of MVP IX is Morgenthaler Management Partners IX, LLC ("MMP IX"). MMP IX may be deemed to indirectly beneficially own the securities directly held by MVP IX. MMP IX disclaims beneficial ownership of the securities held by MVP IX except to the extent of its pecuniary interest therein. Morgenthaler Venture Partners IX, L.P., By: Morgenthaler Management Partners IX, LLC, its General Partner, By: /s/ Travis Boettner, Chief Financial Officer and Chief Compliance Officer 2018-11-13 Morgenthaler Management Partners IX, LLC, By: /s/ /s/ Travis Boettner, Chief Financial Officer and Chief Compliance Officer 2018-11-13