X0206 3 2020-10-15 0 0001719395 Eargo, Inc. EAR 0001827198 Laponis Adam C/O EARGO, INC. 1600 TECHNOLOGY DRIVE, 6TH FLOOR SAN JOSE CA 95110 0 1 0 0 Chief Financial Officer Common Stock 33333 D Series E Preferred Stock Common Stock 11097 D Stock Option (Right to Buy) 2.55 2030-07-15 Common Stock 143692 D Stock Option (Right to Buy) 2.55 2030-08-02 Common Stock 83202 D Stock Option (Right to Buy) 2.55 2030-08-19 Common Stock 43741 D Stock Option (Right to Buy) 2.55 2030-08-19 Common Stock 43741 D Stock Option (Right to Buy) 2.55 2030-08-19 Common Stock 43741 D The shares of the Issuer's Series E Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering. The expiration date is not relevant to the conversion of these securities. The stock option shall vest and become exercisable with respect to one forty-eighth (1/48th) of the shares subject to the stock option on the one month anniversary of July 16, 2020 (the "Vesting Start Date") and one forty-eighth (1/48th) of the shares of subject to the option shall vest and become exercisable on each monthly anniversary thereafter until all of the shares subject to the stock option have vested and became exercisable on the fourth anniversary of the Vesting Start Date, subject to acceleration upon change in control and the achievement of specific performance-based milestones as set forth in an agreement between the Issuer and the Reporting Person, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. The stock option shall vest and become exercisable with respect to one forty-eighth (1/48th) of the shares subject to the stock option on the one month anniversary of August 3, 2020 (the "Vesting Start Date") and one forty-eighth (1/48th) of the shares of subject to the option shall vest and become exercisable on each monthly anniversary thereafter until all of the shares subject to the stock option have vested and became exercisable on the fourth anniversary of the Vesting Start Date, subject to acceleration upon change in control as set forth in an agreement between the Issuer and the Reporting Person, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. The stock option shall vest and become exercisable in full upon the achievement of specific performance-based milestones commencing on December 31, 2020 and subject to acceleration upon change of control as set forth in an agreement between the Issuer and the Reporting Person, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. The stock option shall vest and become exercisable in full the upon the achievement of specific performance-based milestones commencing on June 30, 2021 and subject to acceleration upon change of control as set forth in an agreement between the Issuer and the Reporting Person, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. The stock option shall vest and become exercisable in full upon the achievement of specific performance-based milestones commencing on December 31, 2021 and subject to acceleration upon change of control as set forth in an agreement between the Issuer and the Reporting Person, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. /s/ Christy La Pierre, Attorney-in-Fact for Adam Laponis 2020-10-15