William Snider - 05 Jun 2023 Form 4 Insider Report for Telesis Bio Inc. (TBIO)

Footnote F1

The Redeemable Convertible Preferred Stock, par value $0.0001 per share, (the "Preferred Stock") has no expiration date.

Footnote F2

Pursuant to the Certificate of Designation contemplated by the Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023 (the "Purchase Agreement") (the "Certificate of Designation"), each share of Preferred Stock may be converted at any time into Common Stock as is determined by dividing (i) the sum of the Accrued Value (as defined in the Certificate of Designation) plus an amount equal to all accrued or declared and unpaid dividends on the Preferred Stock that have not previously been added to the Accrued Value by (ii) the Conversion Price in effect at the time of conversion. The "Conversion Price" shall initially be equal to $2.3633 per share. The rate at which shares of Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment pursuant to the Certificate of Designation. Each share of Preferred Stock is initially convertible into approximately 42.3 shares of Common Stock.

Footnote F3

The Preferred Stock was sold in fixed combinations with the warrants, with BroadOak Fund IV, LLC ("BroadOak") receiving (a) a Short-Term Warrant (as defined in the Purchase Agreement) to purchase one-half of a share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by BroadOak and (b) a Long-Term Warrant (as defined in the Purchase Agreement) to purchase one share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by BroadOak. The purchase price per share of Preferred Stock and accompanying Short-Term Warrant and Long-Term Warrant was $100.00.

Footnote F4

Preferred Stock, Short-Term Warrant and Long-Term Warrant held of record by BroadOak. BroadOak Asset Management, LLC is the manager and general partner of BroadOak, and BroadOak Capital Partners, LLC is the managing member of BroadOak Asset Management, LLC. William F. Snider is a partner and manager of BroadOak Capital Partners, LLC. Each of Mr. Snider and BroadOak Capital Partners, LLC may be deemed to have voting and dispositive power over the shares held by BroadOak, and each disclaims beneficial ownership of such shares except to the extent of his/its indirect pecuniary interest therein, if any.

Footnote F5

BroakOak may elect to receive to receive a Pre-Funded Warrant (as defined in the Purchase Agreement) in lieu of shares of Common Stock upon exercise of the Short-Term or Long-Term Warrant.