WYNNEFIELD PARTNERS SMALL CAP VALUE LP I - 09 Jan 2023 Form 4 Insider Report for LIFECORE BIOMEDICAL INC (LFCR)

Footnote F1

Subject to adjustment, as described in the Certificate of Designations of the Series A Convertible Preferred Stock, par value $0.001 per share (the "Convertible Preferred Stock") filed by Lifecore Biomedical, Inc. (the "Company") with the Delaware Secretary of State on January 9, 2023 (the "Certificate of Designation").

Footnote F2

The shares of Convertible Preferred Stock are convertible into shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock") upon the events specified in the Certificate of Designation.

Footnote F3

Represents the number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock on the date of the reported transaction. Each holder of shares of Convertible Preferred Stock shall be entitled to convert all or any portion of the Conversion Amount (as defined in the Certificate of Designation) into that number of shares of Common Stock divided by the Conversion Price (as defined in the Certificate of Designation), initially $7.00, subject to the adjustments and limitations set forth in the Certificate of Designation, including, without limitation, the Beneficial Ownership Limit and the Exchange Cap (each as defined in the Certificate of Designation).

Footnote F4

The shares of Convertible Preferred Stock accrue dividends at the rate of 7.5% per annum (on the basis of a 360-day calendar year) on the Stated Value (as defined in the Certificate of Designation), as specified in the Certificate of Designation. To the extent such dividends are paid in-kind, the number of shares of Convertible Preferred Stock and the shares of Common Stock underlying such Convertible Preferred Stock will increase accordingly.

Footnote F5

Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the securities that the Reporting Person directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the securities that the Reporting Person directly beneficially owns.

Footnote F6

The Reporting Person has an indirect beneficial ownership interest in the securities, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P., has an indirect beneficial ownership interest in the securities that Wynnefield Partners Small Cap Value L.P. directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the securities that Wynnefield Partners Small Cap Value, L.P. directly beneficially owns.

Footnote F7

The Reporting Person has an indirect beneficial ownership interest in the securities, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this statement jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the securities that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Nelson Obus and Joshua Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the securities that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.