TPG GP A, LLC - 15 Oct 2024 Form 4 Insider Report for Ceribell, Inc. (CBLL)

Footnote F1

Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.

Footnote F2

TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Clearthought, L.P. ("TPG Rise Clearthought"), which directly holds 3,967,422 shares of Common Stock ("Common Stock") of CeriBell, Inc. (the "Issuer").

Footnote F3

Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the 2,221,067 shares of Series B Preferred Stock and 1,366,087 shares of Series C-1 Preferred Stock (collectively, the 'Preferred Stock") of the Issuer held by TPG Rise Clearthought automatically converted into an equal number of shares of Common Stock upon consummation of the Issuer's initial public offering on October 15, 2024. The shares of Preferred Stock had been convertible at the option of the holder, at any time into shares of Common Stock at a conversion rate equal to one share of Common Stock per one share of Preferred Stock, subject to adjustment.

Footnote F4

On October 15, 2024, in connection with the Issuer's initial public offering, TPG Rise Clearthought acquired an aggregate of 380,268 shares of Common Stock at a price of $17.00 per share.

Footnote F5

Because of the relationship between the Reporting Persons and TPG Rise Clearthought, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Rise Clearthought. Each of TPG Rise Clearthought and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Rise Clearthought's or such Reporting Person's pecuniary interest therein, if any.

Footnote F6

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.