James B. Tananbaum - 10 Jun 2021 Form 4 Insider Report for Quantum-Si Inc (QSI)

Footnote F1

In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of February 18, 2021, by and among HighCape Capital Acquisition Corp. ("HighCape"), Tenet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HighCape ("Merger Sub"), and Quantum-Si Incorporated, a Delaware corporation ("Quantum-Si"), pursuant to which Merger Sub merged with and into Quantum-Si (the "Merger"), with Quantum-Si surviving as a wholly-owned subsidiary of HighCape (which changed its name to "Quantum-Si Incorporated", the "Issuer"), these shares were received in exchange for 5,597,015 shares of Quantum-Si Series E preferred stock.

Footnote F2

Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Foresite Capital Fund IV, L.P. ("Foresite IV") and may be deemed to have sole voting and dispositive power over shares held by Foresite IV. Foresite Capital Management V, LLC ("FCM V") is the general partner of Foresite Capital Fund V, L.P. ("Foresite V") and Foresite Capital Opportunity Fund V, L.P. ("Foresite Opportunity") and may be deemed to have sole voting and dispositive power over shares held by Foresite V and Foresite Opportunity. Dr. Tananbaum is the sole managing member of FCM IV and FCM V and may be deemed to have sole voting and dispositive power over share held by Foresite IV, Foresite V, and Foresite Opportunity. Each of FCM IV, FCM V, Foresite Opportunity, and Dr. Tananbaum disclaims beneficial ownership of shares held by Foresite IV, Foresite V, and Foresite Opportunity except to the extent of any pecuniary interest therein.

Footnote F3

Received in connection with the Merger in exchange for 932,836 shares of Quantum-Si Series E preferred stock.

Footnote F4

Foresite V and Foresite Opportunity each purchased 1,250,000 shares of Class A common stock from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the closing of the Merger.

Footnote F5

Foresite V and Foresite Opportunity each acquired 348,125 shares of Class A common stock from the Issuer, at a price of $0.001 per share, immediately prior to the closing of the Merger.

Footnote F6

Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in equal annual installments over three years beginning on June 11, 2022, subject to Dr. Tananbaum's continued service through the applicable vesting date.