EAR Eargo Inc

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of Eargo, Inc. (the “Company” or “Eargo”), which will be held online at https://www.virtualshareholdermeeting.com/EAR2024SM, on   , at    Pacific time. You may submit questions and vote online during the online Special Meeting. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings for our stockholders and the Company. Details regarding the business to be conducted at the Special Meeting are described in the accompanying proxy statement and the accompanying notice of Special Meeting (the “Notice of Special Meeting”). For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting you will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 29, 2023 (as amended from time to time, the “Merger Agreement”), by and among Eargo, PSC Echo Parent LLC, a Delaware limited liability company (“Parent”), and PSC Echo Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into Eargo, with Eargo surviving such merger as the surviving corporation (the “Merger”). Parent and Merger Sub are affiliates of PSC Echo, LP, an affiliate of Patient Square Capital, LP (“Patient Square”) and the holder of a majority of the outstanding capital stock of the Company (“PSC Stockholder”).

If the Merger is completed, each share of Eargo’s common stock, par value $0.0001 per share (the “Company Common Stock”), issued and outstanding immediately prior to the effective time of the Merger, other than certain excluded shares pursuant to the terms of the Merger Agreement, shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $2.55 per share of Company Common Stock (“Merger Consideration”), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. Upon completion of the transaction, Eargo will become a private company and Eargo will no longer be required to file periodic and other reports with the SEC with respect to the Company Common Stock. After the completion of the Merger, you will no longer have an equity interest in Eargo and will not participate in any potential future earnings of Eargo. The Merger Agreement and the transactions contemplated thereby, including the Merger are described further in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to attend the Special Meeting, you are urged to submit a proxy to vote your shares as promptly as possible to ensure your representation at the Special Meeting. Please review the instructions in the accompanying Notice of Special Meeting and proxy statement regarding the submission of proxies and voting.

The proposed transactions constitute a “going-private transaction” under the rules of the SEC. The PSC Stockholder holds approximately 76.2% of the voting power of Eargo’s outstanding capital stock.

The Eargo Board formed a special investment committee (the “Special Committee”) consisting solely of independent and disinterested directors of Eargo to, among other things, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby, including the Merger, and other alternatives available to Eargo. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on October 29, 2023, (i) unanimously determined the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, the Company and the holders of Company Common Stock (other than the PSC Stockholder, Parent, Merger Sub or any of their respective affiliates) (the “Unaffiliated Stockholders”) and (ii) recommended that the Eargo Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and submit and recommend the Merger Agreement to the Company’s stockholders for approval and adoption thereby. As part of its evaluation of the Merger, the Special Committee received advice from the Special Committee’s independent legal and financial advisors, consulted with Eargo’s management and considered various material factors, including those summarized in the accompanying proxy statement.

Based on the unanimous recommendation of the Special Committee, the Eargo Board, pursuant to resolutions adopted at a meeting of the Eargo Board held on October 29, 2023, unanimously (i) determined the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company vote to adopt and approve the Merger Agreement in accordance with the DGCL and (iv) directed that the Merger Agreement be submitted to the stockholders of the Company for adoption thereby.

The Eargo Board recommends that you vote “FOR” the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Your vote is very important, regardless of the number of shares of Company Common Stock you own. The approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL. Each record holder of Company Common Stock is entitled one (1) vote for each share of Company Common Stock owned of record on the Record Date. If you fail to vote on the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, the effect will be the same as a vote against the proposal.

Pursuant to rules of the SEC, you will also be asked to vote at the Special Meeting on (i) a non-binding, advisory proposal to approve certain compensation arrangements for Eargo’s named executive officers in connection with the Merger, which requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon and (ii) one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, which requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon, assuming that a quorum is present.

For each of the foregoing proposals, each record holder of Company Common Stock is entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date.

The Eargo Board recommends that you vote“FOR” the advisory, non-binding, proposal regarding certain Merger-related executive compensation arrangements, and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate.

In considering the recommendations of the Eargo Board, Eargo’s stockholders should be aware that the executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of Eargo’s stockholders generally. Those interests are more fully described in the accompanying proxy statement. The Special Committee and the Eargo Board were aware of these interests and considered them, among other matters, in making their recommendations.

The PSC Stockholder, which holds approximately 76.2% of the voting power of Eargo’s outstanding capital stock, entered into a Voting and Support Agreement with Eargo pursuant to which, among other things, the PSC Stockholder has agreed to take certain actions required by Eargo subject to the terms, conditions and limitations set forth therein, including to (i) vote all shares of Company Common Stock beneficially owned by the PSC Stockholder in favor of the Merger and the Merger Agreement, (ii) not exercise dissenters’ rights, appraisal rights or vote in favor of an alternative proposal or other action that would reasonably be expected to prevent, interfere with, adversely affect or delay the Merger and (iii) not enter into any contract, option or other arrangement or understanding with respect to the transfer of any shares of Company Common Stock held by the PSC Stockholder, other than as provided under certain customary exceptions. A copy of the Voting and Support Agreement is attached as Annex B to the accompanying proxy statement. Accordingly, the Voting and Support Agreement is expected to result in a majority of outstanding shares of Company Common Stock being voted in favor of the proposal to approve and adopt the Merger Agreement, with the result that such proposal will be adopted.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the accompanying proxy statement in their entirety. You may also obtain additional information about Eargo from other documents we have filed with the Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 14 in our annual report on Form 10-K for the fiscal year ended December 31, 2022 and other risk factors detailed from time to time in Eargo’s reports filed with the SEC and incorporated by reference in the accompanying proxy statement in their entirety, for risks relating to our business and for a discussion of the risks you should consider in evaluating the proposed transactions and how they may affect you.

Thank you in advance for your continued support.

The accompanying proxy statement is dated   , 2023, and is first being mailed to Eargo’s stockholders on or about   , 2023. Capitalized terms used, but not defined, in this letter to stockholders have the meanings given to such terms in the accompanying proxy statement.

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of Eargo, Inc., which we refer to as the “Company” or “Eargo,” to be held on   , 2024, at   Pacific time. The Special Meeting will be held entirely online. You will be able to attend the Special Meeting, submit your questions and vote online during the meeting by visiting https://www.virtualshareholdermeeting.com/EAR2024SM. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

The Special Meeting is being held to consider and vote on the following proposals:

1. a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 29, 2023 (as amended from time to time, the “Merger Agreement”) by and among Eargo, PSC Echo Parent LLC, a Delaware limited liability company (“Parent”), and PSC Echo Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into Eargo, with Eargo surviving such merger as the surviving corporation (the “Merger”) and approve the transactions contemplated thereby, including the Merger (the “Merger Agreement Proposal”) (a copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement);

2. a non-binding, advisory proposal to approve certain compensation arrangements for Eargo’s named executive officers in connection with the Merger (the “Golden Parachute Proposal”); and

3. a proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

Parent and Merger Sub are affiliates of PSC Echo, LP, an affiliate of Patient Square Capital, LP (“Patient Square”) and the holder of a majority of the outstanding capital stock of the Company (“PSC Stockholder”).

These items of business are more fully described in the proxy statement accompanying this Notice of Special Meeting.

The record date for the Special Meeting is    (the “Record Date”). Only stockholders of record at the close of business on that date are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf. Such proxy need not be a stockholder of Eargo. You may submit a proxy to vote your shares on the Internet, by telephone or by mail or you may attend the virtual Special Meeting and vote in person.

The Eargo Board of Directors has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Golden Parachute Proposal and “FOR” the Adjournment Proposal.

The proposed transactions constitute a “going-private transaction” under the rules of the SEC. The PSC Stockholder holds approximately 76.2% of the voting power of Eargo’s outstanding capital stock.

Your vote is very important, regardless of the number of shares of Eargo common stock, par value $0.0001 per share (“Company Common Stock”), you own. The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL, as described in the accompanying proxy statement. If you fail to vote on the Merger Agreement Proposal, the effect will be the same as a vote against the Merger Agreement Proposal.

The approval of the Golden Parachute Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon. The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon, assuming that a quorum is present.

For each of the Merger Agreement Proposal, the Golden Parachute Proposal and the Adjournment Proposal, each record holder of Company Common Stock is entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date.

Your vote is very important. To ensure your representation at the Special Meeting, it is important that you submit a proxy for your shares of Company Common Stock promptly, whether or not you plan to attend the virtual Special Meeting in person. As promptly as possible, please complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy over the Internet or by telephone by following the instructions set forth on the enclosed proxy card. Stockholders who attend the virtual Special Meeting may revoke their proxies and vote in person.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

Acquisition Proposal has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Action has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Adjournment Proposal means the proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal.

Affiliate has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Alternative Acquisition Agreement has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Applicable Law means, with respect to any Person, any Law or Order, in each case, of any Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

Benefit Plan has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Book-Entry Shares has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Business Day has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Change of Recommendation has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Closing means closing of the Merger, subject to and in accordance with the terms and conditions of the Merger Agreement.

Closing Date means (i) the date which is three (3) Business Days after the date on which all conditions set forth in Article 7 of the Merger Agreement have been satisfied or waived (if such waiver is permitted under Applicable Law) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as Parent and the Company may mutually agree in writing, see “Special Factors - Effective Time of the Merger.”

Code means the Internal Revenue Code of 1986, as amended, or any successor statute, rules or regulations thereto.

Collective Bargaining Agreement has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Company means Eargo, Inc. (which also includes references to “Eargo,” “our,” “us” and “we”).

Company Common Stock means the Company’s common stock, par value $0.0001.

Company Disclosure Schedule means the disclosure schedule delivered by the Company to Parent and Merger Sub in connection with the execution of the Merger Agreement.

Company Option has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Company RSU Award has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Company Termination Fee means a cash amount equal to $1,063,058.00.

Continuing Employee has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof.

Damages has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Delaware Certificate of Merger means a certificate of merger in such form as required by and in accordance with the applicable provisions of the DGCL.

Designated Persons has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

DGCL means the General Corporation Law of the State of Delaware.

Eargo Board means the board of directors of Eargo Inc.

Effective Time means the time at which the Merger becomes effective, being the time at which the Certificate of Merger is filed with the Office of the Secretary of State of the State of Delaware, or at such later time and date as may be agreed upon in writing by the Company and Parent and stated in the Certificate of Merger, as described in “Special Factors - Effective Time of the Merger” and “The Merger Agreement - Effective Time of the Merger.”

Equity Commitment Letter means the equity commitment letter, dated October 29, 2023, entered into by and between Patient Square Equity Partners, LP and Parent.

Equity Securities means, with respect to any Person, (i) any shares of capital stock (including any ordinary shares) or other voting securities of, or other ownership interest in, such Person, (ii) any securities of such Person convertible into or exchangeable for cash or shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person or any of its Subsidiaries, (iii) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person or any of its Subsidiaries or (iv) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person or any of its Subsidiaries.

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto.

Excluded Shares has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Financing has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Financing Related Persons means (i) the Sponsor Party, (ii) any Affiliates of the Sponsor Party and (iii) the respective current, former and future officers, directors, employees, controlling persons, attorneys, advisors, agents, general or limited partners, shareholders, stockholders, equityholders, members, managers, accountants, consultants and Representatives of each Person identified in clauses (i) and (ii) of this definition and their respective successors and permitted assign.

Golden Parachute Proposal means the non-binding, advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger, as disclosed in the section captioned “Special Factors - Interests of Executive Officers and Directors of the Company in the Merger - Golden Parachute Compensation.”

Governmental Authority has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Intervening Event has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Laws has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Limited Guarantee means the Limited Guarantee, dated as of October 29, 2023, entered into by Patient Square Equity Partners, LP and the Company in favor of the Company.

Material Adverse Effect has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Material Contract has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Merger means the proposed merger of Merger Sub with and into the Company pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL, with the Company surviving the Merger as the Surviving Corporation and a direct, wholly owned subsidiary of Parent.

Merger Agreement means the Agreement and Plan of Merger, dated as of October 29, 2023, by and among the Company, Parent and Merger Sub, as it may be amended from time to time.

Merger Agreement Proposal means the proposal to approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Merger Consideration means $2.55 per share of Company Common Stock in cash, without interest, less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

Merger Sub means PSC Echo Merger Sub Inc., a Delaware corporation.

Nasdaq means Nasdaq Stock Market.

Order has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Parent means PSC Echo Parent LLC, a Delaware limited liability company.

Parent Entities means Merger Sub, Parent, PSC Stockholder and PSC Echo, GP.

Patient Square means Patient Square Capital, LP, a Delaware limited partnership.

Paying Agent has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Person has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

PSC Echo GP means PSC Echo GP, LLC, PSC Stockholder’s general partner.

PSC Stockholder means PSC Echo, LP, a Delaware limited partnership.

Real Property Leases has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Record Date means   , being the record date for the Special Meeting.

Representative has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto.

Share Certificates has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Software has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Source Code means computer code, in form other than object code form, including related programmer comments and annotations, help text, data and data structures, instructions, which may be printed out or displayed in human readable form.

Special Committee means a committee established by the Eargo Board comprising of the independent and disinterested members of the Eargo Board.

Special Meeting means the special meeting of the stockholders of the Company to be held on   , 2024, at    Pacific time in a virtual meeting format via live webcast, including any adjournment or postponement thereof.

Subsidiary has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Superior Proposal has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Surviving Corporation means the surviving corporation in the Merger in accordance with the Merger Agreement, as described in “The Merger Agreement - The Merger.”

Tax or Taxes has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Third Party means any Person other than the Company, Parent, Merger Sub and their respective Affiliates.

Unaffiliated Stockholders means the holders of Company Common Stock, other than, as applicable, PSC Stockholder, Parent, Merger Sub or any of their respective Affiliates.

U.S. GAAP means U.S. generally accepted accounting principles.

Voting and Support Agreement means the voting and support agreement dated as of October 29, 2023, by and between the Company and PSC Stockholder, as it may be amended from time to time. A copy of the Voting and Support Agreement is attached as Annex B to this proxy statement and is incorporated by reference in the proxy statement in its entirety.

Willful and Material Breach has the meaning set forth in the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of Eargo. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully in their entirety. See “Where You Can Find More Information.”

The following, together with the summary of the Merger Agreement set forth under the section titled “The Merger Agreement,” is a description of the material aspects of the Merger. While we believe that the following description covers the material aspects of the Merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire document, including the Merger Agreement attached to this proxy statement as Annex A, for a more complete understanding of the Merger. The following description is subject to, and is qualified in its entirety by reference to, the Merger Agreement. You may obtain additional information without charge as described in the section titled “Where You Can Find More Information.”

We are asking our stockholders to consider and vote on the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into Eargo, with Eargo surviving as a wholly owned subsidiary of Parent. If the Merger is completed, the holders of shares of Company Common Stock immediately prior to the Merger (other than the Excluded Holders) will have the right to receive the Merger Consideration of $2.55 per share of Company Common Stock in cash, without interest, less any applicable tax witholding, subject to and in accordance with the terms and conditions set forth in the Merger Agreement.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Special Committee, the Board of Directors, Eargo’s management, Eargo’s advisors and representatives, Patient Square, the PSC Stockholder, the PSC Stockholder’s advisors and representatives, or any other parties.

As part of the ongoing evaluation of Eargo, the Eargo Board and management of Eargo regularly evaluate Eargo’s historical performance, competitive position, future growth prospects and overall strategic positioning in light of the then-current business and economic environments, as well as developments in the industry in which Eargo operates, and the opportunities and challenges facing participants in its industry. This review has included consideration of, and discussions with other companies from time to time regarding, industry developments and potential strategic alternatives, including business combinations and other strategic transactions.

On September 21, 2021, Eargo was informed that Eargo was the target of a criminal investigation by the United States Department of Justice (the “DOJ”) related to insurance reimbursement claims that Eargo submitted on behalf of Eargo customers covered by various federal employee health plans under the Federal Employee Health Benefits (“FEHB”) program. The investigation also pertained to Eargo’s role in customer reimbursement claim submissions to federal employee health plans (collectively, the “DOJ investigation”).

Between the time Eargo became aware of the DOJ investigation and the end of 2021, the Eargo Board and management’s efforts were primarily focused on the DOJ investigation and Eargo’s business and strategy in light of the DOJ investigation, including Eargo’s efforts to reduce cash burn. During this time, the Eargo Board met a total of 21 times.

In the first quarter of 2022, Patient Square proactively approached Eargo to express interest in a potential investment. Also in the first quarter of 2022, in response to Eargo’s financial condition, the Eargo Board conducted a review of Eargo’s strategic alternatives over the course of several months, which included consideration of a financing, potential sale, or liquidation. As a part of that review, Eargo and its representatives contacted 38 potential investors and entered into 19 confidentiality agreements with certain of those potential counterparties, with only Patient Square submitting a proposal.

By March 31, 2022, Eargo’s business and cash position had continued to deteriorate, and the Eargo Board determined that Eargo would likely need additional capital in the near term.

On April 29, 2022, Eargo entered into a civil settlement with the DOJ related to the DOJ Investigation, which included a $34.4M payment to the U.S. government. From the beginning of 2022 through the time Eargo entered into the settlement agreement, the Eargo Board met a total of 14 times where the primary focus of the meeting was the DOJ investigation. In four of those meetings, the Eargo Board also focused on Eargo’s need to raise additional capital due to its deteriorating financial condition.

On June 24, 2022, after completion of the Eargo Board’s review of strategic alternatives, Eargo entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the PSC Stockholder, pursuant to which Eargo issued approximately $105.5 million in two tranches of senior secured convertible notes (the “Notes”) and agreed to conduct a rights offering for an aggregate of 18.75 million shares of common stock to stockholders at an offering price of $10.00 per share of common stock (the “Rights Offering”). Pursuant to the Rights Offering, which closed on November 23, 2022, Eargo sold an aggregate of approximately 2.9 million shares to Eargo’s existing stockholders, from which Eargo received net proceeds of $27.6 million, and, in accordance with the terms of the Note Purchase Agreement, the Notes converted into 15,821,299 shares of Eargo common stock, on a post-reverse stock split basis, representing approximately 76.3% of Eargo’s outstanding common stock as of the date of conversion.

SPECIAL FACTORS (continued)

During the first quarter of 2023, the Eargo Board held several meetings in the ordinary course and reviewed a range of matters, including Eargo’s strategic priorities, business model, strategic planning efforts and longer-term mission, the competitive landscape and insurance opportunities.

On May 18, 2023, at a meeting of the Eargo Board, Eargo management provided the Eargo Board with an update on the performance of Eargo’s business in the first quarter of 2023 (“Q1 2023”) and April 2023, including a recent downward trend in order volume. The Eargo Board discussed a range of strategies to reverse this recent trend and longer-term strategies for growth. The Eargo Board then discussed the Company’s liquidity position (including the ways to reduce Eargo’s costs) and the possibility of raising capital given the macroeconomic environment and the Company’s financial position. The Eargo Board then instructed Eargo management to present a cost reduction plan and an updated strategy plan to be discussed at the next Eargo Board meeting.

On May 30, 2023, at the next meeting of the Eargo Board, members of Eargo management provided the Eargo Board with an update on the performance of Eargo’s business since May 18, 2023, which showed marginal improvements in certain aspects of the business but a lack of improvement in the overall business. Eargo management then presented management’s proposed 2023 cost reduction plan. The Eargo Board then discussed Eargo’s projected liquidity and capital reserves, including cash on hand, assuming the adoption of the proposed cost reduction plan, the need to raise capital and the impact on Eargo’s priorities. The Eargo Board instructed management to prepare an updated cost reduction plan reflecting the Eargo Board’s feedback and additional consultation with other members of management.

On June 23, 2023, at the next meeting of the Eargo Board, the Eargo Board reviewed and approved the terms of Eargo’s separation of Christian Gormsen, Eargo’s then Chief Executive Officer, and approved the appointment of William Brownie, Chief Operating Officer, as Interim Chief Executive Officer to succeed Mr. Gormsen. Members of Eargo management then presented the updated 2023 cost reduction plan, which reflected feedback from the Eargo Board and discussions with management. Following discussion, the Eargo Board approved the updated 2023 cost reduction plan.

On August 15, 2023, at the next meeting of the Eargo Board, members of Eargo management provided the Eargo Board with an update on the performance of Eargo’s business in the second quarter of 2023 (“Q2 2023”) and July 2023, which showed a continued downward trend in Eargo’s financial performance.

In late August and early September 2023, members of the Eargo Board and management held several conversations among themselves regarding the challenges facing Eargo and the potential strategies to reverse the downward trends in performance.

On September 14, 2023, at the next meeting of the Eargo Board, the Eargo Board discussed the continued challenges faced by Eargo, the fact that the business of Eargo had continued to deteriorate since management’s update on Eargo’s business in Q1 2023 at the May 18, 2023 meeting of the Eargo Board and the concerns members of the Eargo Board had over the cash resources Eargo had on hand, despite the implementation of the 2023 cost reduction plan. After further discussion, given the challenges facing Eargo, the Eargo Board determined it was advisable to explore potential strategic alternatives available to Eargo (the “Potential Alternatives”). In light of the possibility that the PSC Stockholder would be interested in participating in one or more of the Potential Alternatives, the Eargo Board determined that it was advisable to form an ad hoc, independent special investment committee of the Eargo Board (the “Special Committee”) consisting of directors independent of the PSC Stockholder and not members of the management of Eargo, to review such Potential Alternatives.

On September 18, 2023, the Eargo Board, acting by unanimous written consent, approved resolutions authorizing the creation of the Special Committee and vested it with the full power and authority of the Eargo Board to consider, review, negotiate, assess and recommend the terms of various Potential Alternatives. The Eargo Board also, among other things, (i) resolved not to approve any Potential Alternative without a prior favorable recommendation of such Potential Alternative by the Special Committee and (ii) empowered the Special Committee to select and retain legal counsel, financial advisors, accountants and other advisors as the Special Committee deemed necessary to assist in discharging its responsibilities. The Eargo Board appointed Mr. Spence, David Wu and Katie J. Bayne to serve as the members of the Special Committee, each of whom was determined by the Eargo Board to (i) not be members of Eargo management, (ii) not be directly or indirectly affiliated or associated with, and to be independent of, the PSC Stockholder and its affiliates and (iii) not have an interest in a potential transaction other than an interest by virtue of owning Company Common Stock or other securities of Eargo.

During the weeks of September 18, 2023 and September 25, 2023, members of the Special Committee held calls with potential legal advisors to the Special Committee, including Davis Polk & Wardwell (“Davis Polk”).

On September 26, 2023, the Special Committee held a video conference meeting, which was attended, at the Special Committee’s request, by certain members of Eargo management. At the meeting, the Special Committee discussed engaging independent legal and financial advisors to the Special Committee.

SPECIAL FACTORS (continued)

On September 29, 2023, the Special Committee met again to discuss engaging independent legal and financial advisors to the Special Committee, including Davis Polk as counsel to the Special Committee. Later that day, the Special Committee determined to engage Davis Polk as counsel to the Special Committee.

On October 4, 2023, Davis Polk held video conference meetings with each of Donald Spence and David Wu to assess their relationships, if any, with the PSC Stockholder, its affiliates and Eargo management.

On October 9, 2023, the Special Committee and, at the request of the Special Committee, representatives of Davis Polk, interviewed three (3) potential financial advisors, including Perella Weinberg, regarding assisting the Special Committee in its evaluation of Potential Alternatives.

Later on October 9, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk. Representatives of Davis Polk reviewed with the Special Committee the findings of their meetings with each of Mr. Spence and Mr. Wu regarding their relationships, if any, with the PSC Stockholder, its affiliates or management. After further discussion, the Special Committee confirmed its preliminary determination that Mr. Spence and Mr. Wu were independent of the PSC Stockholder, and representatives of Davis Polk scheduled a separate meeting with Katie Bayne on October 11, 2023 to discuss Ms. Bayne’s independence. Representatives of Davis Polk then reviewed with the Special Committee the fiduciary duties of the Special Committee in connection with its review of Potential Alternatives and the Special Committee’s role in a potential transaction. The Special Committee then discussed the potential independent financial advisors to the Special Committee, including the relationship disclosures provided by each potential financial advisor describing any relationships between such financial advisor and other potential participants in a possible transaction, including the PSC Stockholder. After further discussion, the Special Committee determined that it was advisable and in the best interests of Eargo and its Unaffiliated Stockholders to engage Perella Weinberg as independent financial advisor to the Special Committee, in light of Perella Weinberg’s expertise in the industry in which Eargo operates, absence of relationships with the PSC Stockholder or its affiliates and knowledge of Eargo and its business (the Special Committee subsequently entered into an engagement letter with Perella Weinberg on October 19, 2023). Certain members of Eargo management then joined the meeting, at which time the Special Committee instructed Eargo management to prepare certain long-term financial projections for Eargo, which would likely be required for Perella Weinberg to undertake certain financial analyses in connection with the Special Committee’s review of Potential Alternatives.

On October 11, 2023, representatives of Davis Polk held a video conference meeting with Ms. Bayne to assess her relationships, if any, with the PSC Stockholder, its affiliates and Eargo management. The Special Committee subsequently confirmed its preliminary determination that Ms. Bayne was independent of the PSC Stockholder.

Later on October 11, 2023, the Special Committee held a video conference meeting with members of Eargo management and, at the request of the Special Committee, representatives of Davis Polk and Perella Weinberg, in order to review management’s long-term financial projections.

On October 13, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk. Representatives of Davis Polk informed the Special Committee of a call that Davis Polk had received from Ropes & Gray LLP (“Ropes”), counsel to the PSC Stockholder, regarding the possibility of a potential transaction between the PSC Stockholder and the Company, though no decision had been made by the PSC Stockholder regarding a transaction. The Special Committee then discussed the potential for Eargo to raise debt or equity financing in order to meet its capital needs and the difficulties in doing so. The Special Committee instructed Perella Weinberg to investigate whether any financing would be available to Eargo, as part of the Special Committee’s review of Eargo’s Potential Alternatives.

On October 16, 2023, Justin Sabet-Peyman, an Eargo director and representative of the PSC Stockholder, spoke to Mr. Spence via telephone. Mr. Sabet-Peyman explained that the PSC Stockholder had not made any decision to pursue a strategic transaction with Eargo but, if any decision was made by the PSC Stockholder to pursue a transaction, the PSC Stockholder believed it was very important, particularly in light of Eargo’s cash position, that a definitive agreement with respect to any such transaction be executed quickly because the Company’s challenged liquidity position and declining stock price could damage Eargo’s relationships with customers, suppliers, employees, and partners.

Later on October 16, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. Mr. Spence provided the Special Committee and its advisors with a summary of the call he had received from Mr. Sabet-Peyman earlier that evening.

SPECIAL FACTORS (continued)

On October 18, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg and, at the request of the Special Committee, members of Eargo management. At the meeting, members of Eargo management reviewed with the Special Committee and its advisors management’s long-term financial projections and the differences to the long-term projections prepared by management in 2022.

On October 19, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, representatives of Perella Weinberg reviewed with the Special Committee an overview of the situation, the strategic alternatives potentially available to Eargo and Perella Weinberg’s preliminary financial analysis of Eargo. The Special Committee discussed with representatives of Perella Weinberg the viability of each of the Potential Alternatives, including the difficulty of obtaining equity financing given the prices at which Eargo stock was trading and the likelihood that third-party debt financing would not be available to Eargo on acceptable terms. Following further discussion, the Special Committee authorized representatives of Perella Weinberg to further investigate the possibility of obtaining debt financing, including by contacting Investment Firm A, a private investment fund, to determine its interest in providing financing to Eargo.

On October 23, 2023, a representative of the Special Committee spoke via telephone with representatives of Perella Weinberg to discuss the third-party financing options available to Eargo. Representatives of Perella Weinberg informed the representative of the Special Committee that it had received feedback from a debt broker that it was unlikely that debt financing would be available to Eargo. Following further discussion, the representative of the Special Committee, on behalf of the Special Committee, requested that representatives of Perella Weinberg continue investigating the possibility of obtaining debt financing.

On October 24, 2023, representatives of Ropes, counsel to the PSC Stockholder, spoke via telephone with representatives of Davis Polk. Representatives of Ropes indicated that, while the PSC Stockholder had not made any decision to pursue a transaction, if any decision was made by the PSC Stockholder to pursue a transaction, the PSC Stockholder believed it was very important, particularly in light of Eargo’s cash position, that a definitive agreement with respect to any such transaction be executed quickly.

Also on October 24, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, representatives of Perella Weinberg discussed with the Special Committee potential opportunities for Eargo to raise debt financing.

On October 26, 2023, Investment Firm A agreed to be bound by certain confidentiality restrictions in order to facilitate a discussion between representatives of Investment Firm A and representatives of Perella Weinberg regarding potential debt financing solutions for Eargo.

On the morning of October 27, 2023, the Special Committee received a non-binding indication of interest from the PSC Stockholder to acquire all of the outstanding shares of Company Common Stock that it did not own for $2.00 per share in cash, which represented a 25% premium to the closing price of Eargo Common Stock of $1.60 on October 26, 2023 (the “First Proposal”). The First Proposal stated that (i) the PSC Stockholder was only interested in buying Company Common Stock and would not be open to any scenario in which the PSC Stockholder would sell its Company Common Stock and (ii) the PSC Stockholder would not be willing to provide any additional financing to Eargo should it remain a publicly traded company. The PSC Stockholder’s proposal also stated that, in light of liquidity challenges facing Eargo, the proposal was contingent upon execution of a definitive agreement no later than market open on Monday, October 30, 2023. In addition to the First Proposal, the PSC Stockholder also delivered a draft merger agreement to the Special Committee, which was later on the same day delivered by Ropes to Davis Polk, along with a draft equity commitment letter.

Later on October 27, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, the Special Committee, with the assistance of representatives of Davis Polk and Perella Weinberg, reviewed the terms of the PSC Stockholder’s First Proposal, including the $2.00 per share in cash offer price, the fact the First Proposal was contingent on executing a definitive agreement prior to market open on October 30, 2023 and that the PSC Stockholder had indicated that it was unwilling to be a seller in any transaction. The Special Committee then asked the representatives of Perella Weinberg to provide an update on their discussions with Investment Firm A. Representatives of Perella Weinberg informed the Special Committee that it appeared that debt financing would not be a viable alternative for Eargo based on the feedback received from Investment Firm A. The Special Committee then discussed its assessment of the First Proposal and the appropriate response to the PSC Stockholder, including asking the PSC Stockholder for a so-called “go-shop” that would allow Eargo to solicit competing acquisition proposals following the signing of a definitive merger agreement coupled with a commitment from the PSC Stockholder to sell its shares of Company Common Stock if the Special Committee determined that a proposal received in the “go-shop” was superior to the PSC Stockholder’s proposal. Following further discussion, the Special Committee determined that it was advisable and in the best interests of Eargo and its stockholders (other than the PSC Stockholder and its affiliates) to reject the First Proposal on the basis the proposal undervalued Eargo. In addition, the Special Committee determined not to provide a counter-proposal and instructed representatives of Perella Weinberg to communicate to the PSC

SPECIAL FACTORS (continued)

Stockholder that before even engaging in discussions, the PSC Stockholder would be required to put forth a more compelling offer given the Special Committee’s view that $2.00 per share was unacceptable. Promptly following the meeting, representatives of Perella Weinberg delivered the message to the PSC Stockholder that the First Proposal was not acceptable.

Later on October 27, 2023, Mr. Sabet-Peyman held a telephone call with representatives of Perella Weinberg. Mr. Sabet-Peyman communicated to representatives of Perella Weinberg a revised offer from the PSC Stockholder to acquire all of the shares of Company Common Stock it did not own for $2.25 per share in cash (the “Second Proposal”). Mr. Sabet-Peyman also informed representatives of Perella Weinberg that the PSC Stockholder was not willing to agree to a “go-shop” because of the distraction it would create for the Company, the risk that it would exacerbate the urgent challenges facing the Company’s business, and the high likelihood that it would not result in a more favorable outcome for shareholders or address the Company’s liquidity challenges. Representatives of Perella Weinberg promptly informed the Special Committee of the Second Proposal.

Promptly following receipt of the Second Proposal on October 27, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, the Special Committee discussed the Second Proposal in detail. The Special Committee and its advisors discussed the potential benefit of a “go-shop” and the fact that, in order for the “go-shop” to be most effective, it would need to be combined with a commitment from the PSC Stockholder to sell its shares of Company Common Stock if the Special Committee determined that a proposal received in the “go-shop” was superior to the PSC Stockholder’s proposal. Following further discussion, the Special Committee agreed to reconvene the following morning and directed representatives of Perella Weinberg to perform further financial analysis on the Second Proposal and representatives of Davis Polk to review the draft merger agreement and to prepare a list of key issues contained therein.

On the morning of October 28, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, representatives of Perella Weinberg reviewed with the Special Committee an updated preliminary financial analysis of the PSC Stockholder’s Second Proposal. The Special Committee then discussed, among other matters, the financial condition of Eargo and the relative advantages and disadvantages of responding to the PSC Stockholder with a counter-proposal. The Special Committee then discussed the timing of its response to the PSC Stockholder. The Special Committee, mindful of the fact the PSC Stockholder’s proposal was contingent on entering into a definitive agreement before market open on Monday October 30, 2023, determined that it was advisable and in the best interests of Eargo’s stockholders (other than the PSC Stockholder and its affiliates) to communicate to the PSC Stockholder that it would be willing to accept a price of $2.85 in cash per share of Common Stock. In addition, the Special Committee instructed representatives of Perella Weinberg to communicate to the PSC Stockholder the Special Committee’s feedback on certain key points in the draft merger agreement, including (i) the Special Committee’s request for the merger agreement to include a “go-shop”, together with a commitment from the PSC Stockholder to support a superior proposal if such a superior proposal was presented to Eargo and recommended by the Special Committee, (ii) that a so-called “force-the-vote” provision was not acceptable and (iii) the size of the termination fee payable by Eargo under certain circumstances.

Later on the morning of October 28, 2023, representatives of Perella Weinberg spoke by telephone with Mr. Sabet-Peyman to convey the Special Committee’s counter-proposal and positions on certain key points in the draft merger agreement. Mr. Sabet-Peyman explained that $2.85 was not acceptable to the PSC Stockholder but that it might be possible to increase the offer price.

Later on October 28, 2023, Mr. Sabet-Peyman held a second telephone call with representatives of Perella Weinberg. Mr. Sabet-Peyman communicated to representatives of Perella Weinberg the PSC Stockholder’s revised proposal to acquire all of the outstanding shares of Company Common Stock that it did not own for $2.55 per share in cash (the “Final Proposal”). Mr. Sabet-Peyman informed representatives of Perella Weinberg that this was the PSC Stockholder’s best and final offer and under no circumstances would the PSC Stockholder entertain a transaction at a higher price. Mr. Sabet-Peyman explained that while certain of the issues in the merger agreement were likely acceptable, the PSC Stockholder would not agree to a “go-shop” under any circumstances, nor was the PSC Stockholder interested in selling its stake in Eargo. Mr. Sabet-Peyman also informed representatives of Perella Weinberg that the Final Proposal was contingent on execution of a definitive agreement no later than market open on Monday, October 30, 2023. Representatives of Perella Weinberg promptly updated the Special Committee regarding this conversation.

Also on October 28, 2023, representatives of Davis Polk and Ropes held a conference call at the request of Ropes to discuss certain terms of the proposed merger agreement. Representatives of Ropes explained that the PSC Stockholder was not willing to agree to a go-shop, reiterating that the PSC Stockholder was not interested in any transaction in which the PSC Stockholder would sell its shares of Company Common Stock, but indicated that the PSC Stockholder would consider (i) removing the so-called “force-the-vote” provision, (ii) reducing the size of the Company Termination Fee, and (iii) entering into a voting and support agreement in support of the Merger.

SPECIAL FACTORS (continued)

Later that day, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, the Special Committee, with the assistance of representatives of Perella Weinberg and Davis Polk, reviewed the Final Proposal in detail. The Special Committee discussed in detail the preliminary financial analyses previously provided by Perella Weinberg. The Special Committee discussed the financial condition of Eargo and the risk that, by not accepting the Final Proposal or making a counter-proposal to the PSC Stockholder, the PSC Stockholder would withdraw its Final Proposal. The Special Committee also discussed the possibility of soliciting competing offers to acquire the Company but concluded that, given the PSC Stockholder had made clear it would not sell its shares under any circumstances and that the PSC Stockholder owned 76.2% of Eargo’s outstanding common stock, this was futile. Following discussion, representatives of the Special Committee decided that Mr. Spence should call representatives of the PSC Stockholder and inform the PSC Stockholder that the Special Committee had not agreed to the $2.55 per share price and encourage the PSC Stockholder to increase its offer. The Special Committee also instructed Davis Polk to deliver a revised draft of the merger agreement to Ropes reflecting the Special Committee’s feedback, which Davis Polk did later on October 28, 2023. The revised draft of the merger agreement did not contain a “go-shop”, but did (i) remove the so-called “force-the-vote” provision, (ii) reduce the size of the Company Termination Fee and (iii) provide for the PSC Stockholder to enter into a voting and support agreement in support of the Merger.

Later on the evening of October 28, 2023, Mr. Spence and Mr. Sabet-Peyman held a telephone call at Mr. Spence’s request, during which Mr. Spence delivered the message authorized by the Special Committee. Mr. Sabet-Peyman confirmed the PSC Stockholder’s Final Proposal of $2.55 per share in cash was its best and final offer and the PSC Stockholder would not increase it under any circumstances.

Later that night, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, Mr. Spence informed the Special Committee and its representatives of the call he had had with Mr. Sabet-Peyman on which Mr. Sabet-Peyman confirmed that the PSC Stockholder would not increase its offer price, nor would the PSC Stockholder be interested in selling its stake in Eargo. The Special Committee, together with its advisors, discussed the pros and cons of the Final Proposal, as compared to continuing to operate Eargo as a public company, and whether there was any ability to get the PSC Stockholder to increase its offer. After discussion, the Special Committee determined that, although it appeared unlikely that the PSC Stockholder would increase its offer, the Special Committee was not willing, at this time, to accept the Final Proposal. The Special Committee then instructed Davis Polk to continue to progress the draft of the merger agreement while the members of the Special Committee continued to consider the price offered by the PSC Stockholder.

On the night of October 28, 2023, Davis Polk delivered to Ropes a revised draft of the merger agreement and a draft voting and support agreement. Later that night, Ropes delivered to Davis Polk a revised equity commitment letter and a draft limited guarantee. The revised draft of the merger agreement delivered by Ropes accepted the removal of the so-called “force-the-vote” provision, (ii) accepted the reduced size of the Company Termination Fee, and (iii) accepted that the PSC Stockholder would enter into a voting and support agreement in support of the merger.

During the course of the day on October 29, 2023, Ropes and Davis Polk exchanged multiple revised drafts of the merger agreement, equity commitment letter, limited guarantee, voting and support agreement and disclosure schedules, and held telephonic discussions related thereto in order to finalize the remaining terms of the merger agreement and related documents.

Also during the course of the day on October 29, 2023, the members of the Special Committee had various discussions amongst themselves about the Final Proposal as compared to continuing to operate Eargo as a public company, including in light of Eargo’s financial performance, its cash resources and the recent and historical trading prices of Eargo’s common stock. In light of the challenges facing Eargo, including the difficulty of obtaining equity financing given the prices at which Eargo stock was trading, the fact that third-party debt financing did not appear to be available to Eargo and the fact that the PSC Stockholder was unwilling to be a seller in any transaction, the Special Committee determined that it was in the best interests of Eargo and its Unaffiliated Stockholders to accept the Final Proposal, subject to finalization of the merger agreement and the related documents on terms favorable to Eargo. Promptly following the Special Committee’s decision, Mr. Spence delivered the message to Mr. Sabet-Peyman that the Special Committee was inclined to accept the price proposed in the Final Proposal, subject to finalization of the merger agreement and the related documents on terms favorable to Eargo.

On the evening of October 29, 2023, the Special Committee held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg. At the meeting, Davis Polk led a discussion with the Special Committee regarding the fiduciary duties of the Special Committee members in connection with the proposed transaction. Davis Polk then reviewed with the Special Committee the key terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger. Representatives of Perella Weinberg then reviewed with the Special Committee Perella Weinberg’s financial analysis of the proposed Merger and orally delivered its opinion to the effect that, based upon and subject to the various assumptions made, procedures

SPECIAL FACTORS (continued)

followed, matters considered and qualifications and limitations set forth in its written opinion, the Merger Consideration to be received by the holders of outstanding shares of Company Common Stock (other than holders of Excluded Shares) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Perella Weinberg’s opinion, please see “Special Factors - Opinion of the Special Committee’s Financial Advisor.” After further discussion, the Special Committee unanimously recommended that the Eargo Board (i) determine the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, Eargo and the Unaffiliated Stockholders, (ii) approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolve to recommend that the Eargo stockholders vote to adopt and approve the Merger Agreement in accordance with the DGCL and (iv) direct that the Merger Agreement be submitted to the Eargo stockholders for adoption thereby.

Later on the evening of October 29, 2023, following the meeting of the Special Committee, the Eargo Board held a video conference meeting, which was attended by representatives of Davis Polk and Perella Weinberg, as well as Mr. Sabet-Peyman, whose presence was required for purposes of establishing a quorum, but who stated that he would abstain from voting on any matter relating to the merger, the Merger Agreement or the transactions contemplated thereby. After discussion, and based on the unanimous recommendation of the Special Committee, the members of Eargo Board voting (and not abstaining) then unanimously (i) determined the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, Eargo and the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the Eargo stockholders approve the adoption of the Merger Agreement in accordance with the DGCL and (iv) directed that the Merger Agreement be submitted to the Eargo stockholders for adoption thereby.

On October 30, 2023, before the markets opened, Eargo announced that it had entered into the Merger Agreement.

On September 18, 2023, the Eargo Board, acting by unanimous written consent, approved resolutions establishing the Special Committee, consisting of independent and disinterested directors Donald Spence, David Wu and Katie J. Bayne, each of whom is independent of the PSC Stockholder and its affiliates and not members of the management of Eargo. Pursuant to the resolutions, the Special Committee was delegated the full power and authority of the Eargo Board to the fullest extent permitted by law to, among other things, take any and all actions on behalf of the Eargo Board it deemed appropriate or necessary to accomplish its functions, including, but not limited to, engaging its own independent outside counsel; reviewing the material facts related to potential strategic alternatives available to Eargo (the “Potential Alternatives”); negotiating the terms of a Potential Alternative on behalf of Eargo; determining whether the terms and conditions of any such Potential Alternative were fair, just and reasonable to Eargo and its stockholders (including the stockholders not affiliated with the the PSC Stockholder) and whether it was in the best interests of Eargo to enter into any such Potential Alternative.

On October 29, 2023, the Special Committee unanimously recommended that the Eargo Board (i) determine the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, Eargo and the Unaffiliated Stockholders, (ii) approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolve to recommend that the Eargo stockholders vote to adopt and approve the Merger Agreement in accordance with the DGCL and (iv) direct that the Merger Agreement be submitted to the Eargo stockholders for adoption thereby.

Also on October 29, 2023, based on the unanimous recommendation of the Special Committee, the members of Eargo Board voting (and not abstaining) then unanimously (i) determined the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable and fair to, and in the best interests of, Eargo and the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the Eargo stockholders approve the adoption of the Merger Agreement in accordance with the DGCL and (iv) directed that the Merger Agreement be submitted to the Eargo stockholders for adoption thereby.

Accordingly, the Eargo Board recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Golden Parachute Proposal and “FOR” the Adjournment Proposal.

SPECIAL FACTORS (continued)

In reaching its recommendation, the Special Committee consulted with and received the advice of its independent financial and legal advisors and discussed certain matters with Eargo’s management team. The following are the material factors that supported the Special Committee’s recommendation that the Eargo Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger (which are not necessarily presented in order of relative importance):

The Special Committee also considered the factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger to the Unaffiliated Stockholders. The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

The Special Committee, in consultation with its legal, financial and other advisors, also considered the following specific aspects of the Merger Agreement (which are not necessarily presented in order of relative importance):

In the course of its deliberations, the Special Committee also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

The Special Committee considered all of these factors as a whole and concluded that the uncertainties, risks and potentially negative factors relevant to the transactions were outweighed by the potential benefits that it expected Eargo stockholders would achieve as a result of the Merger. The foregoing discussion of the information and factors considered by the Special Committee is not exhaustive. In view of the wide variety of factors considered by the Special Committee in connection with its evaluation of the Merger and the complexity of these matters, the Special Committee did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above and any other factors, the individual members of the Special Committee may have viewed factors differently or given different weight or merit to different factors.

The Special Committee did not specifically consider the liquidation value or the net book value of Eargo in its evaluation of the Merger, because of its belief that neither liquidation value nor net book value presents a meaningful valuation for Eargo and its business, as Eargo’s value is derived from the cash flows to be generated from its continuing operations rather than from the value of assets that might be realized in a liquidation or from net book value which is significantly influenced by historical costs. In addition, the Special Committee did not conduct a separate going-concern valuation of Eargo because the financial analyses presented by Perella Weinberg, as more fully described in the sections titled “Special Factors - Opinion of the Special Committee’s Financial Advisor”, contained financial analyses of the cash flows to be generated by Eargo’s continuing operations and the Special Committee believed these analyses to be a form of a going concern valuation.

In considering the recommendation of the Eargo Board that the Eargo stockholders vote to approve the Merger Agreement Proposal, the Golden Parachute Proposal and the Adjournment Proposal, Eargo stockholders should be aware that the officers, directors and employees of Eargo may have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Eargo stockholders generally. See “Interests of Executive Officers and Directors of Eargo in the Merger.”

The foregoing discussion of the information and factors considered by the Eargo Board is forward-looking in nature. This information should be read in light of the factors described in the section entitled “Cautionary Statement Concerning Forward-Looking Information.”

The Special Committee retained Perella Weinberg to act as its financial advisor in connection with the Merger, pursuant to an engagement letter dated October 19, 2023. The Special Committee requested that Perella Weinberg evaluate the fairness, from a financial point of view, to the holders of outstanding shares of Company Common Stock (other than holders of Excluded Shares) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement. On October 29, 2023, Perella Weinberg rendered to the Special Committee its oral opinion, subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be received by the holders of outstanding shares of Company Common Stock (other than holders of Excluded Shares) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

SPECIAL FACTORS (continued)

The full text of Perella Weinberg’s written opinion, dated October 29, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached as Annex C to this proxy statement and is incorporated by reference herein. Perella Weinberg’s opinion was addressed to and provided for the information and assistance of the Special Committee, in its capacity as such, in connection with, and for the purpose of, the Special Committee’s evaluation of the Merger Consideration from a financial point of view, and does not address any other term, aspect or implication of the Merger Agreement or the Merger. Perella Weinberg’s opinion does not address the underlying business decision by the Special Committee or the Company to engage in the Merger nor the relative merits of the Merger compared with any alternative transactions or business strategies. Perella Weinberg’s opinion was not intended to be and does not constitute a recommendation to any holder of shares of Company Common Stock as to how such holder should vote or otherwise act with respect to the Merger or any other matter. Perella Weinberg’s opinion does not in any manner address the prices at which shares of Company Common Stock will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any other class of securities, creditors or other constituencies of the Company (including the PSC Stockholder). The description of Perella Weinberg’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Perella Weinberg, among other things:

For purposes of Perella Weinberg’s opinion, Perella Weinberg assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other information provided to, discussed with or reviewed by Perella Weinberg (including information that was available from public sources) and Perella Weinberg further relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading in any material respect. With respect to the Company Forecasts, Perella Weinberg was advised by management of the Company and assumed, with the Company’s consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company, assuming the Company would raise and have sufficient capital to operate on a standalone basis in accordance with the Company’s business plan underlying such Company Forecasts, and the other matters covered thereby and Perella Weinberg expressed no view as to the reasonableness of the Company Forecasts or the assumptions on which they were based. Perella

SPECIAL FACTORS (continued)

Weinberg did not assume any obligation to conduct, nor did Perella Weinberg conduct, any physical inspection of the properties or facilities of the Company or any other party. In addition, Perella Weinberg did not evaluate the solvency of any party to the Merger Agreement, or the impact of the Merger thereon, including under any applicable laws relating to bankruptcy, insolvency or similar matters.

Perella Weinberg assumed that the final Merger Agreement would not differ from the draft of the Merger Agreement reviewed by Perella Weinberg in any respect material to its analysis or opinion. Perella Weinberg also assumed that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein were true and correct in all respects material to Perella Weinberg’s analysis and its opinion, (ii) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party in all respects material to Perella Weinberg’s analysis and its opinion, and (iii) the Merger would be consummated in a timely manner in accordance with the terms set forth in the Merger Agreement, without any modification, amendment, waiver or delay that would be material to Perella Weinberg’s analysis or its opinion. Perella Weinberg also assumed, at the Company’s direction, that (a) given the Company’s current cash position and anticipated cash needs for continuing operating activities, the Company anticipated that it would exhaust its remaining cash resources sometime during the second or third quarter of fiscal year 2024 if the Company cannot obtain equity or debt financing sufficient for the continuing operations of the Company on terms acceptable to the Company prior to such time, and the Company was uncertain as to whether it would be able to obtain such a financing, and (b) absent the proposed Merger, such a financing or another strategic transaction, the Company would have no alternative other than to file for bankruptcy and/or liquidate. Perella Weinberg did not conduct an evaluation of the recovery, if any, the holders of Company Common Stock would receive in connection with any such bankruptcy or liquidation. In addition, Perella Weinberg assumed that in connection with the receipt of all approvals and consents required in connection with the proposed Merger, no delays, limitations, conditions or restrictions would be imposed that would be material to Perella Weinberg’s analysis.

Perella Weinberg’s opinion addressed only the fairness from a financial point of view, as of the date thereof, to the holders of Company Common Stock (other than holders of Excluded Shares) of the Merger Consideration to be received by such holders in the proposed Merger pursuant to the Merger Agreement. Perella Weinberg was not asked to, nor did Perella Weinberg, offer any opinion as to any other term of the Merger Agreement or any other document contemplated by or entered into in connection with the Merger Agreement, the form or structure of the Merger or the likely timeframe in which the Merger would be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, whether relative to the Merger Consideration or otherwise. Perella Weinberg expressed no opinion as to the fairness of the Merger to the holders of any other class of securities, creditors or other constituencies of the Company. Nor did Perella Weinberg express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any other related document. Perella Weinberg’s opinion did not address any legal, tax, regulatory or accounting matters, as to which Perella Weinberg understood the Company received such advice as it deemed necessary from qualified professionals.

Perella Weinberg was not requested to, and did not, solicit third-party indications of interest in the possible acquisition of all or part of the Company, nor was Perella Weinberg requested to consider, and Perella Weinberg’s opinion did not address, the underlying business decision by the Special Committee of the Board of Directors or the Company to engage in the Merger or the relative merits of the Merger as compared with any alternative transactions or business strategies.

Perella Weinberg’s opinion was necessarily based on financial, economic, market, monetary and other conditions as in effect on, and the information made available to Perella Weinberg as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Perella Weinberg’s opinion was approved by a fairness opinion committee of Perella Weinberg.

The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed by the Special Committee in connection with Perella Weinberg’s opinion and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg’s financial analyses, these tables must be read together with the text of each summary. These tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg’s financial analyses. Future results may differ from those described and such differences may be material.

SPECIAL FACTORS (continued)

Additional information concerning the analyses of the Selected Public Companies (as defined below), the discounted cash flow analysis, and the additional financial analyses described below can be found in the presentation made by Perella Weinberg to the Special Committee on October 29, 2023, that will be filed as an exhibit to the Schedule 13-3 that the Company is filing concurrently with this proxy statement.

Perella Weinberg performed a selected public companies analysis, which is a method of deriving an implied value range for a company’s equity securities based on a review of companies deemed relevant for comparative purposes. Perella Weinberg reviewed and compared certain financial information for the Company to corresponding financial information, financial market multiples and ratios of the following publicly traded companies selected by Perella Weinberg (the “Selected Public Companies”):

Although none of the above companies is identical to the Company, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed by Perella Weinberg to be similar to the Company in one or more respects, including that they are companies operating in the U.S. medical device industry that were of similar size, generating revenue, and had negative free cash flow. In selecting these companies, Perella Weinberg considered various factors, including the industry in which each company operated in, as well as the financial profile of such companies.

For Eargo and each of the selected companies, Perella Weinberg reviewed such company’s enterprise value (referred to as “EV”) as of October 27, 2023, as a multiple of estimated revenue for the calendar year ending 2024 (“2024E Revenue”). For each of the selected companies, Perella Weinberg calculated and compared financial information and financial market multiples based on company filings for historical information and consensus third-party research analyst estimates for forecasted information. The results of these analyses are summarized in the following table:

Note: The EV / 2024E Revenue multiples for Hyperfine, Inc., Inogen, Inc. and Sight Sciences, Inc. were not meaningful (indicated as “NM”) on account of such companies’ enterprise value being negative.

Based on the analysis of the relevant metrics described above and on professional judgments made by Perella Weinberg, Perella Weinberg selected and applied a range of multiples of 0.6x to 1.4x and 0.0x to 1.1x to the 2024E Revenue of the Company using the Company Forecasts for the with-insurance case and the without-insurance case, respectively. From this analysis, Perella Weinberg

SPECIAL FACTORS (continued)

derived a range of implied enterprise values for the Company. To calculate the implied equity value from the implied enterprise value, Perella Weinberg added cash and cash equivalents and subtracted debt, in each case as of September 30, 2023, and as provided by the Company. Perella Weinberg then calculated implied equity values per share by dividing the implied equity values by the applicable number of fully diluted shares (based upon the number of issued and outstanding shares as provided by the Company, and using the treasury stock method for dilutive shares). The resulting range of implied equity values per share for the Company Common Stock derived from these calculations was $3.77 to $5.69 for the with-insurance case, and $2.21 to $3.73 for the without-insurance case, in each case as compared to the Merger Consideration of $2.55 per share in the proposed Merger.

Although the Selected Public Companies were used for comparison purposes, no business of any selected company was either identical or directly comparable to the Company’s business. Perella Weinberg’s comparison of the Selected Public Companies to the Company and analysis of the results of such comparisons were not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the Selected Public Companies in such transactions and of the Merger and was based on Perella Weinberg’s experience working with corporations on various merger and acquisition transactions.

Perella Weinberg performed a discounted cash flow analysis for the Company, which is a method of deriving an implied value range for a company’s equity securities based on the sum of the present value of the company’s unlevered free cash flows over a forecast period and the terminal value at the end of the forecast period. In connection with this analysis, Perella Weinberg used the Company Forecasts, including the with-insurance case and without-insurance case. In the with-insurance case, Perella Weinberg assumed, based on the Company Forecasts and with the consent of the Company, that the Company would need to raise approximately $70,000,000 in additional equity financing to maintain ongoing operations through the forecast period until the Company became cash flow positive. In these analyses, Perella Weinberg:

Perella Weinberg then calculated the implied equity values per share of the Company from the range of implied enterprise values, using the same enterprise value to equity value calculations set forth above in the analysis of the Selected Public Companies, and a number of fully diluted shares that included the additional shares issued in connection with the assumed equity financing in the with-insurance case of approximately 48.9 million. Perella Weinberg derived a range of implied equity values per share of $1.95 to $2.66 for the with-insurance case, as compared to the Merger Consideration of $2.55 per share in the proposed Merger. Perella Weinberg derived an implied equity value per share for the without-insurance case of $0.00, on account of the present value of the cash flows during the forecast period being negative through calendar year 2028, and the forecasted cash flows being expected to remain negative thereafter.

For the information of the Special Committee and for reference purposes only, Perella Weinberg reviewed the share price performance of the Company during the 52-week period and 6-month period ending on October 27, 2023 (adjusted for historical stock split). Perella Weinberg noted that the ranges of low and high intraday trading prices of the Company Common Stock during such periods were $1.47 to $16.80 and $1.47 to $5.86 per share, respectively, in each case as compared to the current trading price of $1.68 per share as of October 27, 2023 and the Merger Consideration of $2.55 per share in the proposed Merger.

SPECIAL FACTORS (continued)

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole could create an incomplete view of the processes underlying Perella Weinberg’s opinion. In arriving at its fairness determination, Perella Weinberg considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Perella Weinberg made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to the Company or the Merger.

Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Special Committee as to the fairness, from a financial point of view, as of the date of such opinion, of the Merger Consideration to be received by the holders of outstanding shares of Company Common Stock (other than holders of Excluded Shares) in the Merger as provided for in the Merger Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Merger Agreement or their respective advisors, none of the Special Committee, the Company, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by third parties.

As described above, the opinion of Perella Weinberg to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to recommend the Merger. The type and amount of consideration payable in the Merger, including the Merger Consideration, was determined through negotiations between the Special Committee and Patient Square, rather than by any financial advisor, and was unanimously recommended by the Special Committee. The decision to enter into the Merger Agreement was solely that of the Eargo Board following the unanimous recommendation of the Special Committee.

Perella Weinberg acted as financial advisor to the Special Committee in connection with, and participated in certain negotiations leading to, the Merger. For its services in connection with the Merger, Perella Weinberg will receive an aggregate fee of $2.0 million, $1.5 million of which was payable in connection with the delivery of Perella Weinberg’s opinion and $0.5 million of which is contingent upon consummation of the Merger. The Company has also agreed to reimburse Perella Weinberg for certain expenses, to pay to Perella Weinberg a portion of any break-up fee received in connection with a termination of the Merger, and to indemnify Perella Weinberg and related persons for certain liabilities and other items that may arise out of its engagement by the Company and the rendering of its opinion.

Except in connection with its engagement as financial advisor to the Special Committee in connection with the Merger, and other than acting as financial advisor to the Company in connection with a PSC Stockholder-provided financing in 2022, during the two-year period prior to October 29, 2023, no material relationship existed between Perella Weinberg or its affiliates, on the one hand, and Patient Square, the Parent Entities, the Company or any of their respective affiliates, on the other hand, pursuant to which Perella Weinberg or its affiliates received or anticipates receiving compensation. Perella Weinberg and its affiliates in the future may provide investment banking and other financial services to Patient Square, the Parent Entities and/or the Company and their respective affiliates and in the future may receive compensation for the rendering of these services. In the ordinary course of its business activities, Perella Weinberg and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in (i) debt, equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of Patient Square, the Parent Entities, the Company or any of their respective affiliates and (ii) any currency or commodity that may be material to the parties or otherwise involved in the Merger.

The Special Committee selected Perella Weinberg based on Perella Weinberg’s qualifications, expertise and reputation and its knowledge of the industries in which the Company conducts its business, including with transactions of a similar nature to the proposed Merger, and Perella Weinberg’s independence. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions.

In addition to the presentation made to the Special Committee on October 29, 2023, which will be filed with the SEC as an exhibit to the Schedule 13e-3 and is described above, copies of presentations presented or delivered by Perella Weinberg to the Special Committee on October 28, 2023 and October 19, 2023 containing preliminary illustrative financial analyses will also be attached as exhibits to such Schedule 13e-3.

SPECIAL FACTORS (continued)

The preliminary financial analyses and other information in such preliminary Perella Weinberg presentations were based on information and data that was available as of the dates of the respective presentations. Perella Weinberg also continued to update and refine various aspects of its preliminary financial analyses in subsequent presentations. Accordingly, the results and other information presented in such preliminary Perella Weinberg presentations may differ from the Perella Weinberg presentation dated October 29, 2023. The financial analyses performed by Perella Weinberg in relation to its opinion dated October 29, 2023, supersede all analyses and information presented in the preliminary Perella Weinberg presentations.

A summary of these other presentations is provided below. The following summaries, however, do not purport to be a complete description of these other presentations or of the preliminary financial analyses performed by Perella Weinberg.

The presentations presented or delivered by Perella Weinberg to the Special Committee on October 28, 2023 and October 19, 2023 do not, alone or together, constitute, or form the basis of, an opinion of Perella Weinberg with respect to the Merger Consideration payable pursuant to the Merger Agreement and were presented solely for discussion purposes. Each of the analyses performed in these preliminary Perella Weinberg presentations was subject to further updating and subject to the final analyses provided to the Special Committee, dated October 29, 2023, by Perella Weinberg. The preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Perella Weinberg as of, the dates of the respective preliminary presentations. Accordingly, the results of the preliminary financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the preliminary financial analyses listed above.

The Parent Entities, who are affiliates of Eargo, are engaged in a “going private” transaction and, therefore, are required to express their beliefs as to the fairness of the Merger to Eargo’s Unaffiliated Stockholders. The Parent Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Parent Entities as to the fairness of the Merger should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the Merger Agreement. The Parent Entities have interests in the Merger that are different from, and in addition to, those of the other stockholders of Eargo.

The Unaffiliated Stockholders of the Company were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Special Committee’s independent legal and financial advisors. The Parent Entities did not participate in the deliberations of the Special Committee or Eargo Board regarding, nor did they receive advice from the respective legal or other advisors to the Special Committee or the Eargo Board as to, the fairness of the Merger. The Parent Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to Eargo’s Unaffiliated Stockholders. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Eargo Board and the Special Committee discussed in “Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger” (which analysis and resulting conclusions the Parent Entities adopt), the Parent Entities believe that the Merger is substantively fair to Eargo’s Unaffiliated Stockholders. In particular, the Parent Entities considered the following:

The Parent Entities further believe that the Merger is procedurally fair to Eargo’s Unaffiliated Stockholders based upon, among other things, the following factors:

The Parent Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the Merger, including:

The foregoing discussion of the information and factors considered and given weight by the Parent Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Parent Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Parent Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The Parent Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to Eargo’s Unaffiliated Stockholders. This position should not, however, be construed as a recommendation to any Company stockholder to approve the Merger Agreement. The Parent Entities make no recommendation as to how stockholders of Eargo should vote their Shares of Company Common Stock relating to the Merger. The Parent Entities were not aware of any firm offer for a merger, sale of all or a substantial part of Eargo’s assets, or a purchase of a controlling amount of Eargo securities having been received by Eargo from anyone other than the Parent Entities in the two (2) years preceding the signing of the Merger Agreement.

While one of the directors to the Eargo Board affiliated with the PSC Stockholder was required to attend the meeting of the Eargo Board approving the Merger, purely for the purposes of establishing a quorum for such meeting, none of the Parent Entities participated in the deliberations of the Special Committee or the Eargo Board regarding, nor did they receive advice from the respective legal or other advisors to the Special Committee or the Eargo Board as to, the fairness of the Merger to Eargo’s Unaffiliated Stockholders. Based on the Parent Entities’ knowledge and analysis of available information regarding Eargo, the Special Committee and the Eargo Board, as well as discussions with members of Eargo’s senior management regarding Eargo and its business and the factors considered by, and findings of, the Special Committee and the Eargo Board and discussed in this proxy statement in the section titled “Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger,” the Parent Entities believe that the Merger is fair to Eargo’s Unaffiliated Stockholders.

The Parent Entities believe that these factors provide a reasonable basis for their belief that the Merger is fair to Eargo’s Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any of Eargo stockholders to approve the Merger Agreement. The Parent Entities do not make any recommendation as to how stockholders of Eargo should vote their Shares of Company Common Stock relating to the Merger. The Parent Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the stockholders of Eargo, and, accordingly, did not negotiate the Merger. The Parent Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the stockholders of Eargo, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders.

The Parent Entities, who are affiliates of Eargo, are engaged in a “going private” transaction and, therefore, are required to express their reasons for the Merger to Eargo’s Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The Parent Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. For the Parent Entities, the primary purpose of the Merger is to allow Parent to own equity interests in Eargo and to bear the rewards and risks of such ownership after the Merger is completed and the Shares of Company Common Stock cease to be publicly traded. The Parent Entities believe that structuring the transaction in such manner is preferable to other transaction structures because it (i) will enable Parent to acquire all of the Shares of Company Common Stock at the same

SPECIAL FACTORS (continued)

time, (ii) will allow Eargo to cease to be a publicly registered and reporting company, and (iii) represents an opportunity for Eargo’s Unaffiliated Stockholders (other than the holders of Excluded Shares) to receive the Merger Consideration of $2.55 per share of Company Common Stock in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. The Parent Entities did not consider any other alternative transaction structures or other alternative means to accomplish the foregoing purposes.

Following completion of the Merger, Merger Sub will have been merged with and into Eargo, with Eargo surviving the Merger as a wholly owned subsidiary of Parent and the PSC Stockholder. The shares of Company Common Stock are currently listed on Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further market for Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, Eargo’s securities will be delisted from Nasdaq and deregistered under the Exchange Act.

The Parent Entities currently anticipate that Eargo’s operations following completion of the Merger will initially be conducted substantially as they are currently being conducted (except that Eargo will cease to be a public company and will instead be a wholly owned subsidiary of Parent and the PSC Stockholder).

From and after the Effective Time, the officers of Eargo immediately prior to the Effective Time will be the officers of the Surviving Corporation and, unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be.

If the Merger Agreement is approved and adopted by the requisite votes of Eargo stockholders and all other conditions to the Closing of the Merger are either satisfied or waived, Merger Sub will merge with and into Eargo, with Eargo surviving as a wholly owned subsidiary of Parent, and the following will occur.

At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Merger Consideration, without interest, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, whereupon all such shares of Company Common Stock will cease to be outstanding and shall cease to exist, and the holders of such shares of Company Common Stock will cease to have any rights with respect thereto, other than the right to receive the Merger Consideration and the right to receive dividends and other distributions, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement.

Company Options. At the Effective Time, each Company Option that is outstanding and unexercised immediately prior thereto, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable tax withholding, equal to the product obtained by multiplying (A) the aggregate number of shares of Company Common Stock subject to such option immediately prior to the Effective Time by (B) the excess, if any, of the Merger Consideration over the exercise price per share of such option (the “Option Consideration”). Any Company Option that has a per share exercise price that is greater than or equal to the Merger Consideration will be cancelled for no consideration as of the Effective Time.

Company RSU Awards. At the Effective Time, each Company RSU Award granted by the Company that is outstanding immediately prior thereto, will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable tax withholding (the “RSU Cash Replacement Award”), equal to the product obtained by multiplying (A) the aggregate number of shares of Company Common Stock subject to such option immediately prior to the Effective Time by (B) the Merger Consideration, less any applicable tax withholding. Subject to certain exceptions, such RSU Cash Replacement Awards will otherwise have the same terms and conditions (including with respect to vesting) as applied to the Company RSU Award for which they were exchanged.

The primary benefit of the Merger to the Unaffiliated Stockholders, other than the Excluded Holders, will be their right to receive the Merger Consideration of $2.55 per share of Company Common Stock in cash, without interest, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, representing a premium of approximately 52% over Eargo’s closing

SPECIAL FACTORS (continued)

share price on October 27, 2023, the last trading day prior to announcement of the Transactions and a premium of approximately 36% over the 30-day volume weighted average share price for the period ended October 27, 2023. Additionally, such security holders will avoid the risk after the Merger of any possible decrease in our future earnings, growth or value.

The primary detriments of the Merger to our Unaffiliated Stockholders include the lack of an interest of such security holders in the potential future earnings, growth or value realized by Eargo after the Merger.

Following the Merger, all of the equity interests in Eargo will be beneficially owned, indirectly through Parent, by the Parent Entities and their affiliates. If the Merger is completed, the Parent Entities and their other equity investors will be the sole beneficiaries of our future earnings and growth, if any, and they will be the only ones entitled to vote on corporate matters affecting Eargo following the Merger.

If the Merger Agreement Proposal is not approved by Eargo stockholders or if the Merger is not completed for any other reason, Eargo stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, unless Eargo is sold to a third party, Eargo will remain an independent public company, and the shares of Company Common Stock will continue to be listed and traded on Nasdaq, so long as Eargo continues to meet the applicable listing requirements. In addition, if the Merger is not completed, Eargo expects that management will operate Eargo’s business in a manner similar to that in which it is being operated today and that Eargo stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of shares of Company Common Stock may decline to the extent that the current market price of shares of Company Common Stock reflects a market assumption that the Merger will be completed.

Under certain circumstances, if the Merger is not completed, Eargo would be required to pay Parent a Company Termination Fee of $1,063,058.00 in cash, or Parent would be required to pay the Company monetary damages. See “The Merger Agreement - Termination Fees and Expenses.”

Except for annual and quarterly guidance, Eargo does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions, estimates and projections. In connection with the Special Committee’s consideration of Eargo’s stand-alone prospects and potential strategic transactions available to Eargo, at the request of the Special Committee, management of Eargo prepared and provided to the Special Committee certain financial forecasts (the “projections”). The Special Committee subsequently directed Perella Weinberg to use the projections for purposes of its financial analysis and opinion, as described above under the heading “Special Factors - Opinion of the Special Committee’s Financial Advisor.” The summary of the projections is included in this proxy statement solely to give Eargo’s stockholders access to certain financial projections that were made available to the Special Committee and Perella Weinberg. The summary of the projections may not be appropriate for other purposes and is not being included in this proxy statement to influence an Eargo stockholder’s decision whether to vote to adopt the Merger Agreement and approve the Merger.

The projections were prepared by Eargo’s management at the request of the Special Committee for internal use. The projections, and the underlying key assumptions relating to such projections, were not prepared with a view toward public disclosure or with a view toward complying with GAAP (as detailed below), the published guidelines of the SEC regarding projections, the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Eargo’s management, were prepared on a reasonable basis in connection with the review of Potential Alternatives undertaken by the Special Committee, including the Merger, reflected the best available estimates and judgments at the time of preparation and presented as of the time of preparation, to the best of Eargo’s management’s knowledge and belief, the reasonable projections of the future financial performance of Eargo.

Neither Eargo’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of Eargo’s management. Because the projections cover multiple years, by

SPECIAL FACTORS (continued)

their nature, they also become subject to greater uncertainty with each successive year. A number of important factors with respect to Eargo’s business and the industry in which it participates may affect actual results and result in the projections not being achieved. For a description of some of these factors, Eargo’s stockholders are urged to review Eargo’s most recent SEC filings and other risk factors described in Eargo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition, the projections may be affected by the Eargo’s inability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Eargo or that actual results will not differ materially from those presented in the prospective financial information.

In developing the projections, our management made numerous assumptions about the industry in which Eargo participates, Eargo’s markets and products and Eargo’s ability to execute its plans. Eargo’s management prepared a set of financial projections for fiscal years 2023 through 2033 that forecasted Eargo’s business assuming the expansion of insurance volume (the “with insurance case”) and a set of financial projections for fiscal years 2023 through 2028 that forecasted Eargo’s business assuming minimal insurance volume (the “without insurance case”). Management determined not to extend the projection period beyond 2028 for the without insurance case as the forecasts showed that Eargo would not reach profitability or cash flow break even by such point, and, with no prospect of doing so thereafter, Eargo would not be a going concern without significant additional financing. In each case, management determined that the Company would require additional financing and, without additional financing, there would be no viable path to Eargo reaching a cash flow break-even point in the “with insurance case”. The following key assumptions were made in developing these projections:

The inclusion of the projections in this proxy statement should not be regarded as an indication that Eargo or any of its affiliates, advisors, officers, directors or representatives considered or considers the projections to be necessarily predictive of actual future events, and the projections should not be relied upon as such. Neither Eargo nor any of its respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any of Eargo’s stockholders or any other person regarding the ultimate

SPECIAL FACTORS (continued)

performance of Eargo compared to the information contained in the projections or can give any assurance that actual results will not differ materially from the projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing after the date the projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. Eargo does not intend to make publicly available any update or other revision to the projections, except as otherwise required by law.

The projections include non-GAAP financial measures, and they were presented because management believed they could be useful indicators of Eargo’s projected future operating performance. Eargo prepared the projections on a non-GAAP basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Eargo may not be comparable to similarly titled amounts used by other companies.

All financial projections are forward looking statements. These and other forward looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Eargo’s Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent quarterly and current reports on Form 10-Q and 8-K. Please consider carefully the discussion titled “Cautionary Statement Concerning Forward-Looking Information” elsewhere in the proxy statement.

The following are the projections (unaudited):

In considering the recommendations of the Special Committee of the Eargo Board with respect to the Merger, Eargo’s stockholders should be aware that Eargo’s executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of Eargo stockholders generally. The Special Committee, consisting entirely of independent directors, and the Eargo Board, were aware of these interests and considered them, among other matters, in evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and in making their recommendations. These interests are described below.

For our executive officers and directors, their Eargo equity compensation awards will be treated as follows:

For additional details regarding the treatment of Company RSUs and Company Options, see the section of this proxy statement captioned “Special Factors - Certain Effects of the Merger - Treatment of Equity Compensation Awards.”

To the extent that any officer or director holds shares, they will receive the Merger Conisderation in respect of such shares in the same manner as all other stockholders. All Company Options held by our officers and directors have an exercise price greater than the Merger Consideration, and accordingly will be cancelled for no consideration. As of October 31, 2023, Messrs. Brownie and Laponis each hold 310 Company RSUs which will be converted into a cash award determined by multiplying the Merger Consideration of $2.55 per share by the total number of Company RSUs held by Messrs. Brownie and Laponis, totaling $790.50 each. Such cash awards will vest and be paid on the same schedule as the Company RSUs prior to the Merger.

Each of our executive officers is subject to an employment agreement which provides for certain severance and other separation benefits that may become payable in connection with a termination of employment without “cause” or a resignation for “good reason” (in each case, as defined in the employment agreements) (a “Qualifying Termination”).

For Messrs. Brownie and Laponis, upon a Qualifying Termination other than during the during the 12-month period following a change in control, they would be entitled to receive (i) a lump sum cash payment equal to 0.75x the sum of their annual base salary and target annual bonus and (ii) payment or reimbursement of COBRA premiums for 9 months. During the 12-month period following a change in control, they would be entitled to receive (i) a lump sum cash payment equal to 1x the sum of their annual base salary and target annual bonus; (ii) payment or reimbursement of COBRA premiums for up to 12 months and (iii) full accelerated vesting of all equity awards, however the Merger does not constitute a change in control (as defined in the applicable employment agreements).

In connection with his separation from the Company, effective on June 30, 2023, Mr. Gormsen entered into a separation and release agreement (the “Separation Agreement”), which was previously disclosed. He will not receive any additional compensation in connection with the Merger.

Each of our executive officers and directors is entitled to continued indemnification and insurance coverage from the surviving corporation under the terms of the Merger Agreement for a period of six (6) years following the Closing.

SPECIAL FACTORS (continued)

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Eargo’s named executive officers that is based on, or that otherwise relates to, the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the Merger-related compensation payable to Eargo’s named executive officers. Eargo’s “named executive officers” for purposes of the disclosure in this proxy statement are William Brownie, Adam Laponis and Christian Gormsen. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “Special Factors - Certain Effects of the Merger - Interests of Executive Officers and Directors of Eargo in the Merger.”

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table:

The amounts reported below are estimates based on these and other assumptions that may or may not actually occur or be accurate on the relevant date. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. Eargo’s named executive officers will not receive pension, non-qualified deferred compensation or tax reimbursements in connection with the Merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of Company Common Stock has been calculated using the Merger Consideration of $2.55 per share.

In consideration of the expected time and effort that would be required of the members of the Special Committee in evaluating the proposed Merger, including negotiating the terms and conditions of the Merger Agreement, the Special Committee determined that each member of the Special Committee would receive as compensation an amount in cash of $6,000 per calendar month during which the Special Committee is in existence, commencing with and including the month of October 2023. The compensation was not, and is not,

SPECIAL FACTORS (continued)

contingent upon the approval or the completion of the Merger or any other transaction. No other meeting fees or other compensation (other than reimbursement for reasonable out-of-pocket expenses incurred in connection with their service on the Special Committee) will be paid to the members of the Special Committee in connection with their service on the Special Committee.

Our directors and executive officers have informed us that, as of the date of this proxy statement and to the extent that they own shares of Company Common Stock as of the Record Date, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Agreement Proposal and each of the other proposals listed in this proxy statement. As of the Record Date, our directors and executive officers directly owned, in the aggregate,    shares of Company Common Stock entitled to vote at the Special Meeting, or collectively approximately   % of the total voting power for shares of Company Common Stock entitled to vote at the Special Meeting.

The PSC Stockholder holds approximately 76.2% of the voting power of Eargo’s outstanding capital stock, and has entered into the Voting and Support Agreement, pursuant to which the PSC Stockholder has agreed to vote its shares of Company Common Stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the Voting and Support Agreement. Accordingly, the Voting and Support Agreement is expected to result in a majority of outstanding shares of Company Common Stock being voted in favor of the proposal to approve and adopt the Merger Agreement, with the result that such proposal will be adopted. All obligations of the PSC Stockholder under the Voting and Support Agreement terminate automatically upon a termination of the Merger Agreement in accordance with its terms. Copies of the Voting and Support Agreement are attached as Annex B to the proxy statement and is incorporated by reference in the proxy statement in their entirety. See “Special Factors - Voting and Support Agreement.”

The following discussion is a summary of material U.S. federal income tax consequences of the Merger to U.S. Holders and non-U.S. Holders (each, as defined below) of the shares of Company Common Stock. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a holder of the shares of Company Common Stock in light of their particular circumstances. This discussion is based on the Code, the Treasury regulations promulgated under the Code, judicial authority, published administrative positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. This discussion does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation, nor does it address any aspects of the unearned income Medicare contribution tax. In addition, this discussion only applies to the shares of Company Common Stock that are held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code and does not address tax consequences applicable to any holder of the shares of Company Common Stock that may be subject to special treatment under U.S. federal income tax law, including:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds the shares of Company Common Stock, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partner and the partnership. Any such partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes), and any partners thereof, that hold the shares of Company Common Stock should consult their own tax advisors regarding the tax consequences of exchanging the shares of Company Common Stock pursuant to the Merger.

The following summary is for general informational purposes only and is not a substitute for careful tax planning and advice. Holders of shares of Company Common Stock are urged to consult their own tax advisor with respect to the specific tax consequences to them of the Merger in light of their own particular circumstances, including U.S. federal estate, gift and other non-income tax consequences, and tax consequences under state, local and non-U.S. tax laws.

The following is a summary of the material U.S. federal income tax consequences of the Merger that will apply to U.S. Holders. For purposes of this discussion, the term U.S. Holder refers to a beneficial owner of the shares of Company Common Stock that is, for U.S. federal income tax purposes:

Exchange of the Shares of Company Common Stock for Cash Pursuant to the Merger Agreement. The exchange of the shares of Company Common Stock by a U.S. Holder for cash in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder will generally recognize gain or loss equal to the difference, if any, between the amount of cash received in the Merger and the holder’s adjusted tax basis in the shares of Company Common Stock exchanged therefor. Gain or loss will generally be determined separately for each block of the shares of Company Common Stock (generally, the shares of Company Common Stock acquired at the same cost in a single transaction) held by such U.S. Holder. Such gain or loss will generally be capital gain or loss, and will

SPECIAL FACTORS (continued)

be long-term capital gain or loss if such U.S. Holder’s holding period for the shares of Company Common Stock is more than one (1) year at the time of the exchange. Long-term capital gains recognized by a non-corporate U.S. Holder are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of shares of Company Common Stock that is neither a U.S. Holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for shares of Company Common Stock pursuant to the Merger unless:

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at generally applicable U.S. federal income tax rates in the same manner as if such Non-U.S. Holder were a U.S. Holder. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30%, or lower rate specified in an applicable income tax treaty, on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), which may be offset by U.S.-source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Gain described in the third bullet point above generally will be subject to U.S. federal income tax on a net income basis at generally applicable U.S. federal income tax rates in the same manner as if such Non-U.S. Holder were a U.S. Holder. In addition, in such case U.S. federal income tax may be required to be withheld at a rate of 15% of the amount realized upon such disposition. We will be classified as a United States real property holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. We believe that we are not, and do not anticipate becoming, a “U.S. real property holding corporation.” Non-U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them if we are or have been a “United States real property holding corporation.”

Proceeds from the exchange of the shares of Company Common Stock pursuant to the Merger generally will be subject to information reporting. In addition, backup withholding tax at the applicable rate (currently 24%) generally will apply unless (i) the applicable U.S. Holder provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed IRS Form W-9) or otherwise establishes an exemption from backup withholding tax, or (ii) the applicable Non-U.S. Holder provides the required certification as to their non-U.S. status, generally by providing a properly completed and signed IRS Form W-8BEN, W-8BEN-E or IRS Form W-8ECI, or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules from a payment to a U.S. Holder or Non-U.S. Holder will be allowed as a credit against that holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided, that, the required information is timely furnished to the IRS. Each U.S. Holder and Non-U.S. Holder should duly complete, sign and deliver to the exchange agent an

SPECIAL FACTORS (continued)

appropriate IRS Form W-9 or applicable IRS Form W-8 to provide the information and certification necessary to avoid backup withholding tax, unless an exemption applies and is established in a manner satisfactory to the exchange agent. Copies of information returns that are filed with the IRS may be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which a Non-U.S. Holder resides or is established.

The Merger Agreement does not contain any financing-related contingencies or financing conditions to consummation of the Merger. In connection with the Merger, Parent delivered to Eargo the Equity Commitment Letter, dated October 29, 2023, entered into by and between Investor and Parent. The Investor is an affiliate of the PSC Stockholder. Pursuant to the Equity Commitment Letter, the Investor has committed, subject to the terms and conditions contained therein, to purchase, or cause to be purchased, directly or indirectly, equity interests of Parent in an aggregate amount of up to $31,000,000.00 (the “Commitment”) at or immediately prior to the Closing of the Merger solely for the purposes of allowing Parent to fund the amounts required to be paid by it (a) at the Closing pursuant to (and in accordance with) the Merger Agreement (including the aggregate Merger Consideration) together with (b) all fees and expenses required to be paid at the Closing by Eargo, Parent and Merger Sub in connection with the Merger.

Funding of the Commitment is subject to: (a) the satisfaction or, to the extent permitted by applicable law, written waiver by Parent of each of the conditions to Parent’s obligation to consummate the Closing in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent waivable under applicable Law and the Equity Commitment Letter) of those conditions at the Closing) and (b) the substantially contemporaneous consummation of the Closing in accordance with the terms of the Merger Agreement.

The Equity Commitment Letter will terminate upon the earlier of:

Eargo is a third-party beneficiary of the rights granted to Parent under the Equity Commitment Letter (if and only if the conditions to fund the Commitment are satisfied and Eargo is entitled to seek specific performance pursuant to the Merger Agreement to cause Parent to effect the Closing in accordance with the Merger Agreement and subject to the terms and conditions thereof) solely for the purpose of seeking specific performance of Parent’s right to enforce the Equity Commitment Letter and cause the Investor to fund the Commitment.

Eargo’s right to seek specific performance pursuant to the Merger Agreement to cause Parent to effect the Closing, and in such event, Eargo’s right to enforce the Equity Commitment Letter and cause the Investor to fund the Commitment, as well as the other Retained Claims, are the sole and exclusive direct or indirect remedies (whether at law, in equity or otherwise) available to Eargo and the other Company Related Parties against the Investor, Parent, Merger Sub or any other Investor Related Party with respect to any claim (whether sounding in contract or tort, under law, equity or otherwise), matters, liabilities or obligations arising under or related to the Merger Agreement or the Equity Commitment Letter or the transactions contemplated thereby (including any financing thereof), including, without limitation, in connection with any breach or alleged breach by Parent of any representation, warranty, covenant, agreement or obligation under or related to the Merger Agreement (whether or not any such breach or alleged breach is caused by the Investor’s breach of its obligations under the Equity Commitment Letter or otherwise) and any breach or alleged breach by the Investor of any representation, warranty, covenant, agreement or obligation under or related to the Equity Commitment Letter.

The consummation of the Merger is not contingent or conditioned on Parent’s or Merger Sub’s receipt of any financing.

SPECIAL FACTORS (continued)

Subject to the terms and conditions set forth in the Limited Guarantee, the Guarantor has guaranteed the due and punctual performance and discharge of the payment obligations of Parent to Eargo of Damages and Enforcement Costs (as defined below) (the “Guaranteed Obligaitons”); provided that in no event will the Guarantor’s aggregate liability exceed $14,808,583.00 (such limitation on the liability the Guarantor may have for the Guaranteed Obligaitons referred to as the “Cap”).

The Limited Guarantee will terminate and the Guarantor will not have any further obligations under the Limited Guarantee as of the earliest of: (a) the consummation of the Closing, if the Closing occurs; (b) termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or circumstances where no damages are payable by Parent or Merger Sub, including in circumstances in which the Company Termination Fee is payable thereunder; and (c) the twelve (12) month anniversary after the execution of the Limited Guarantee (unless, in the case of clauses (b) and (c) above, Eargo commences litigation against Parent under the Merger Agreement or the Guarantor under and pursuant to the Limited Guarantee prior to such termination, in which case the Limited Guarantee will terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms of the Limited Guarantee).

The Retained Claims (as defined in the Limited Guarantee) are the sole and exclusive remedy (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) of Eargo and all of its Affiliates against any or all of the Non-Recourse Parties (as defined in the Limited Guarantee), in respect of any claims, liabilities or obligations arising in any way under, in connection with or in any manner related to any Transaction-Related Matter (as defind in the Limited Guarantee).

The estimated fees and expenses incurred or expected to be incurred by Eargo in connection with the Merger is as follows:

It is also expected that the Merger Sub and/or Parent will incur approximately $   million of legal, financial, accounting and other advisory fees and financing fees.

The Parent Entities anticipate that Parent will be considered the acquirer for accounting purposes. If so, Parent will use the acquisition method of accounting to allocate the purchase consideration to Eargo assets acquired and liabilities assumed, which will be recorded at fair value.

Under the Merger Agreement, each of the parties to the Merger Agreement have agreed to use their respective reasonable best efforts to obtain all necessary governmental consents, approvals, licenses, permits, waivers, authorizations, clearances or orders and, as promptly as reasonably practicable, make or cause to be made any necessary registrations, declarations, submissions and filings with respect to the Merger and the transactions contemplated by the Merger Agreement as required under the Exchange Act, applicable federal or state securities laws or any other applicable law.

As of the date of this proxy statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger and the outcome of any future litigation is uncertain.

Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to Eargo, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that

SPECIAL FACTORS (continued)

no applicable law or order issued by a Governmental Authority or other legal restraint which is then in effect that renders illegal or enjoins the consummation of the Merger whether on a preliminary or permanent basis. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

If the Merger is consummated and certain conditions are met, stockholders who continuously hold shares of Company Common Stock through the effective date of the merger, who do not vote such shares of Company Common Stock in favor of the adoption of the Merger Agreement and who properly demand appraisal of such shares of Company Common Stock and do not effectively withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of such shares of Company Common Stock in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of Company Common Stock who perfect their appraisal rights, who do not thereafter effectively withdraw their demand for appraisal or otherwise lose their rights to seek appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL will be entitled to have such shares of Company Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of such shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Special Meeting - Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of Company Common Stock are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares of Company Common Stock as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of Company Common Stock.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to Eargo before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy with respect to, or otherwise vote, the shares of Company Common Stock for which you seek appraisal in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold such shares of Company Common Stock of record on and from the date of the making of the demand through the effective date of the Merger; and (iv) comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings with respect to the shares of Company Common Stock in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Special Meeting - Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex D to this proxy statement and incorporated by reference in this proxy statement in its entirety. Only a holder of record of shares of Company Common Stock is entitled to demand appraisal of such shares of Company Common Stock registered in that holder’s name. If you hold your shares of Company Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with such broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee. For more information, please see the section of this proxy statement captioned “The Special Meeting - Appraisal Rights.”

Concurrently with the execution and delivery of the Merger Agreement, the PSC Stockholoder, which holds approximately 76.2% of the voting power of Eargo’s outstanding capital stock entered into a Voting and Support Agreement with Eargo.

Under the Voting and Support Agreement, the PSC Stockholder has agreed to take certain actions required by Eargo upon the terms and subject to the conditions and limitations set forth therein, including to (i) vote all shares of Company Common Stock beneficially owned by the PSC Stockholder in favor of the Merger and the Merger Agreement; (ii) not exercise dissenters’ rights, appraisal rights or vote in favor of an alternative proposal or vote in favor of any other action that would reasonably be expected to prevent, interfere with, adversely affect or delay the Merger; and (iii) not enter into any contract, option or other arrangement or understanding with respect to the transfer of, any shares of Eargo held by the PSC Stockholder, other than as provided under certain customary exceptions. Accordingly,

SPECIAL FACTORS (continued)

the Voting and Support Agreement is expected to result in a majority of outstanding shares of Company Common Stock being voted in favor of the proposal to approve and adopt the Merger Agreement, with the result that such proposal will be adopted. The PSC Stockholder’s obligations under the Voting and Support Agreement will terminate automatically upon the termination of the Merger Agreement in accordance with its terms.

The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Voting and Support Agreement, a copy of which is attached as Annex B to this proxy statement and which is incorporated by reference in this proxy statement in its entirety.

Subject to the terms and conditions set forth in the Merger Agreement, the Closing of the Merger will take place on the date which is three (3) Business Days after the date on which all conditions to the Closing (see “The Merger Agreement - Conditions to Consummation of the Merger”) have been satisfied or waived (if such waiver is permissible under the Merger Agreement or applicable law) (other than any such conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions).

The Merger will become effective, at the Effective Time, upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time specified in the Certificate of Merger in accordance with the DGCL. Eargo, however, cannot assure that the Effective Time will occur by any particular date, if at all.

Prior to the Effective Time, Parent and Merger Sub will appoint a bank or trust company reasonably acceptable to the Company to serve as the Paying Agent and enter into an agreement reasonably acceptable to the Company relating to the Paying Agent’s responsibilities with respect to the Merger Agreement. At or prior to the Effective Time, Parent or Merger Sub will deposit or cause to be deposited with the Paying Agent an amount in cash sufficient to pay for the aggregate Merger Consideration (other than in respect of Excluded Shares) (the “Payment Fund”).

Promptly after the Effective Time (and in any event within two (2) business days thereafter or such longer period as may be required by the Paying Agent), the Surviving Corporation will cause the Paying Agent to mail to each holder of record of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time (i) a notice advising such holders of the effectiveness of the Merger, (ii) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass only upon delivery of Share Certificates (or affidavits of loss in lieu of the Share Certificates) or transfer of Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying Agent (such materials to be in such form and have such other provisions as Parent desires with the approval of the Company) and (iii) instructions for effecting the surrender of Share Certificates or Book-Entry Shares, as applicable, to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the Merger Agreement.

With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company will cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of shares held of record by DTC or its nominees, the Merger Consideration to which the beneficial owners thereof are entitled to receive pursuant to the Merger Agreement.

Upon surrender to the Paying Agent of shares of Company Common Stock that (A) are Share Certificates (or affidavits of loss in lieu of the Share Certificates), together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the holder of such Share Certificates or Book-Entry Shares will be entitled to receive in exchange therefor, and Parent will cause the Paying Agent to deliver to each such holder, as promptly as reasonably practicable after the Effective Time, a check in the amount (after giving effect to any required tax withholdings) of cash that such holder has the right to receive pursuant to the Merger Agreement. No interest will be paid or accrue on any amount payable upon surrender of any shares of Company Common Stock.

SPECIAL FACTORS (continued)

From and after the Effective Time, there will be no transfers on the stock transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Share Certificate or acceptable evidence of a Book-Entry Share is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled to receive pursuant to the Merger Agreement.

Any portion of the Payment Fund (including the proceeds of any investments of the Payment Fund) that remains unclaimed by, or otherwise undistributed to, the holders of Share Certificates or Book-Entry Shares by the one year anniversary of the Effective Time will be delivered to the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation. Any holder of shares of Company Common Stock (other than Excluded Shares) who has not theretofore complied with the procedures for receiving the Merger Consideration will thereafter look only to the Surviving Corporation for payment of the Merger Consideration (after giving effect to any required tax withholdings as provided in the Merger Agreement) upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates) or Book-Entry Shares, without any interest thereon. None of the Surviving Corporation, Parent, the Paying Agent or any other person will be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. To the fullest extent permitted by law, immediately prior to the date any Merger Consideration would otherwise escheat to or become the property of any governmental authority, such Merger Consideration will become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Each of Parent, the Company, Merger Sub, the Surviving Corporation and the Paying Agent, as applicable, will be entitled to deduct and withhold from any amounts otherwise payable to any person pursuant to the Merger Agreement such amounts as it is required to deduct and withhold under applicable law with respect to taxes. Any amounts so deducted or withheld and paid over to the appropriate taxing authority will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference herein in its entirety. The descriptions in this section and elsewhere in this proxy statement are subject to, and qualified in their entirety by, reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to carefully read the Merger Agreement in its entirety before making any decisions regarding the Merger because it is the principal document governing the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement, and are not intended to provide you with any factual information about Eargo or to modify or supplement any factual disclosures about Eargo contained in this proxy statement or in our public reports filed with the SEC. In particular, the Merger Agreement and this summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to Eargo. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section titled “Where You Can Find More Information.”

The Merger Agreement contains representations and warranties by and covenants of each of the parties to the Merger Agreement that were made only for the purposes of the Merger Agreement as of specified dates. Those representations, warranties and covenants were made solely for the benefit of the parties to the Merger Agreement, were qualified and subject to important limitations in connection with the negotiation of the Merger Agreement (including by being qualified by confidential disclosure schedules and certain other disclosures exchanged between the parties to the Merger Agreement, which are not reflected in the Merger Agreement) and may be subject to contractual standards of materiality which may differ from what may be viewed as material by you or other investors. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the transactions contemplated thereby if the representations and warranties of the other party prove to be untrue due to a change in circumstances or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Eargo. In any event, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference herein. See the section titled “Where You Can Find More Information.”

Capitalized terms used herein and not otherwise defined in this proxy statement have the meanings set forth in the Merger Agreement. Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below.

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, and the separate corporate existence of Merger Sub will cease, and the Company will continue as the Surviving Corporation.

The Merger will become effective at the time when the certificate of merger has been duly filed with and accepted by the Secretary of State of the State of Delaware, or at such later time as may be agreed by the parties in writing and specified in the certificate of merger. The closing of the Merger will take place at 9:00 a.m., New York time, on the third (3rd) business day after the satisfaction or waiver by the party entitled thereto of all conditions to the consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent waivable under applicable law and the Merger Agreement) of such conditions) unless otherwise mutually agreed between the Company and Parent.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, the following will occur:

At the Effective Time, each option to acquire Company Common Stock that is outstanding and unexercised immediately prior to or upon the Effective Time, whether vested or unvested (the “Company Options”), will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled, with the holder of such Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without interest thereon and subject to applicable Tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option, by (ii) the number of Shares covered by such Company Option immediately prior to and upon the Effective Time. The Surviving Corporation will pay the Option Consideration on the first regular payroll date to occur after the fifth Business Day following the Closing Date. Any Company Option that has a per share exercise price that is greater than or equal to the Merger Consideration will be cancelled for no consideration as of the Effective Time.

At the Effective Time, each then outstanding Company RSU Award will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable Tax withholding (the “RSU Cash Replacement Award”), equal to the product of (i) the Merger Consideration and (ii) the total number of Shares subject to such Company RSU Award as of immediately prior to the Effective Time. Such RSU Cash Replacement Awards will otherwise have the same terms and conditions (including with respect to vesting) as applied to the Company RSU Award for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or for such other administrative or ministerial changes that are reasonable and made in good faith to conform the administration of the RSU Cash Replacement Awards.

Appraisal Shares will not be converted into the right to receive the Merger Consideration and, if all procedures described in Section 262 of the DGCL are strictly complied with, holders of such Appraisal Shares will be entitled to receive payment of the fair value of such Appraisal Shares as determined by the Delaware Court of Chancery in accordance with the provisions of Section 262 of the DGCL, as further described in the section titled “Appraisal Rights”. If any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses his, her or its appraisal rights, such Appraisal Shares will then be treated as if they had been converted at the Effective Time into the right to receive the applicable portion of the Merger Consideration, without any interest thereon.

The Company will give Parent notice of any written demands for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company with respect to the Appraisal Shares promptly after receipt by the Company. The Company will also give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to such demands for appraisal pursuant to the DGCL in respect of such Appraisal Shares. The Company will not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands, or agree to do any of the foregoing.

Prior to the Effective Time, Parent and Merger Sub will appoint a bank or trust company reasonably acceptable to the Company to serve as the Paying Agent and enter into an agreement reasonably acceptable to the Company relating to the Paying Agent’s responsibilities with respect to the Merger Agreement. At or prior to the Effective Time, Parent or Merger Sub will deposit or cause to be deposited with the Paying Agent an amount in cash sufficient to pay for the aggregate Merger Consideration (other than in respect of Excluded Shares) (the “Payment Fund”).

THE MERGER AGREEMENT (continued)

Promptly after the Effective Time (and in any event within two (2) business days thereafter or such longer period as may be required by the Paying Agent), the Surviving Corporation will cause the Paying Agent to mail to each holder of record of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time (i) a notice advising such holders of the effectiveness of the Merger, (ii) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass only upon delivery of Share Certificates (or affidavits of loss in lieu of the Share Certificates) or transfer of Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying Agent (such materials to be in such form and have such other provisions as Parent desires with the approval of the Company) and (iii) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates) or Book-Entry Shares, as applicable, to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the Merger Agreement.

With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company will cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of shares held of record by DTC or its nominees, the Merger Consideration to which the beneficial owners thereof are entitled to receive pursuant to the Merger Agreement.

Upon surrender to the Paying Agent of Shares that (A) are Share Certificates (or affidavits of loss in lieu of the Share Certificates), together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the holder of such Share Certificates or Book-Entry Shares will be entitled to receive in exchange therefor, and Parent will cause the Paying Agent to deliver to each such holder, as promptly as reasonably practicable after the Effective Time, a check in the amount (after giving effect to any required tax withholdings) of cash that such holder has the right to receive pursuant to the Merger Agreement. No interest will be paid or accrue on any amount payable upon surrender of any shares of Company Common Stock. From and after the Effective Time, there will be no transfers on the stock transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Share Certificate or acceptable evidence of a Book-Entry Share is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled to receive pursuant to the Merger Agreement. Any portion of the Payment Fund (including the proceeds of any investments of the Payment Fund) that remains unclaimed by, or otherwise undistributed to, the holders of Share Certificates or Book-Entry Shares by the one year anniversary of the Effective Time will be delivered to the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation. Any holder of shares of Company Common Stock (other than Excluded Shares) who has not theretofore complied with the procedures for receiving the Merger Consideration will thereafter look only to the Surviving Corporation for payment of the Merger Consideration (after giving effect to any required tax withholdings as provided in the Merger Agreement) upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates) or Book-Entry Shares, without any interest thereon. None of the Surviving Corporation, Parent, the Paying Agent or any other person will be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. To the fullest extent permitted by law, immediately prior to the date any Merger Consideration would otherwise escheat to or become the property of any governmental authority, such Merger Consideration will become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Each of Parent, the Company, Merger Sub, the Surviving Corporation and the Paying Agent and any other applicable withholding agent, as applicable and without duplication, will be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable to any person pursuant to the Merger Agreement such amounts as it is required to deduct and withhold under applicable law with respect to taxes. Any amounts so deducted or withheld and paid over to the appropriate taxing authority will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made. Notwithstanding anything to the contrary, any compensatory amounts payable to any current or former employee of the Company or any of its Subsidiaries pursuant to or as contemplated by the Merger Agreement will be remitted to the applicable payor for payment to the applicable Person through regular payroll procedures, as applicable.

THE MERGER AGREEMENT (continued)

At the Effective Time, (a) the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time will be the certificate of incorporation of the Surviving Corporation, except that references to Merger Sub’s name will be replaced with references to the Surviving Corporation’s name, until thereafter amended as provided therein or as provided by applicable Law, and (b) the bylaws of the Surviving Corporation will be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name will be replaced with references to the Surviving Corporation.

The Merger Agreement contains representations and warranties of Parent, Merger Sub and the Company, including representations and warranties relating to, among other things:

In addition, the Merger Agreement contains the following representations and warranties of the Company relating to, among other things:

The Merger Agreement also contains the following representations and warranties of Parent and Merger Sub relating to, among other things:

Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Material Adverse Effect”. The Merger Agreement provides that a Material Adverse Effect means any change, effect, event, occurrence or development that (a) prevents, materially delays or materially impairs the ability of the Company to consummate the Merger or the other transactions contemplated by the Merger Agreement or (b) is materially adverse to the business or financial condition of the Company and its subsidiaries, taken as a whole, excluding, for purposes of clause (b), any change, effect, event, occurrence or development to the extent it results from or arises out of:

Except (i) as expressly contemplated, required or permitted by the Merger Agreement, (ii) as required by applicable law, (iii) as approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned) or (iv) as set forth on the confidential company disclosure schedules to the Merger Agreement, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company will, and will cause each of its subsidiaries to, use its and their commercially reasonable efforts to (A) conduct their businesses in the ordinary course of business in all material respects and (B) preserve intact their business organizations and relationships with customers, suppliers, distributors and other persons with which it has material business dealings.

In addition, without limiting the generality of the foregoing, except (i) as expressly contemplated, required or permitted by the Merger Agreement, (ii) as required by applicable law, (iii) as approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned) or (iv) as set forth on the confidential company disclosure schedules to the Merger Agreement, from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement and the Effective Time, the Company will not, and will cause its subsidiaries not to: