Michael J. Moritz - 02 Oct 2023 Form 4 Insider Report for Bruker Cellular Analysis, Inc.

Footnote F1

On October 2, 2023, pursuant to the Agreement and Plan of Merger dated as of August 17, 2023 (the "Merger Agreement"), by and among Bruker Corporation ("Bruker"), Bird Mergersub Corporation ("Merger Sub") and Phenomex Inc. (the "Company"), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Bruker (the "Merger"), and each restricted stock unit ("RSU") held by the Reporting Person was cancelled and converted into the right to receive $1.00 per share in cash (the "Merger Consideration").

Footnote F2

Pursuant to the Merger, the Reporting Person disposed of each RSU held by him in exchange for the Merger Consideration.

Footnote F3

Pursuant to the Merger Agreement, each outstanding share of Common Stock, par value $0.00005 per share ("Common Stock") held by the Reporting Person was cancelled and converted into the right to receive the Merger Consideration.

Footnote F4

Pursuant to the Merger, the Reporting Person disposed of all shares of Common Stock beneficially owned by him in exchange for the Merger Consideration.

Footnote F5

The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which is the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., and Sequoia Capital U.S. Venture XV Principals Fund, L.P. (collectively, the "SC XV Funds") and the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the "SC US GF VI Funds").

Footnote F6

(Continue from footnote 5) As a result, the Reporting Person may be deemed to share beneficial ownership of the shares held by the SC XV Funds and the SC US GF VI Funds. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.