Andrew Spaventa - 21 Feb 2025 Form 4 Insider Report for Singular Genomics Systems, Inc.

Footnote F1

The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 22, 2024 (the "Merger Agreement"), by and among the Issuer, Singular Genomics Parent, LLC, a Delaware limited liability company, and Saturn Merger Sub, Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were cancelled and automatically converted into the right to receive $20.00 per share in cash, without interest, less all applicable deductions and withholdings (the "Merger Consideration").

Footnote F2

In connection with the merger described in footnote 1, and pursuant to that certain Contribution and Exchange Agreement, dated February 21, 2025, by and between Parent, the Reporting Person, and The Andrew K. Spaventa Living Trust dated April 9, 2014 (the "Rollover Investor"), the Rollover Investor contributed such shares to Parent.

Footnote F3

The shares are held directly by Axon Holdings, LLC. The managing member of Axon Holdings, LLC is Axon Managers, LLC. The Reporting Person is a managing member of Axon Managers, LLC and may be deemed to have shared voting and investment power over the shares held by Axon Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

Footnote F4

As of the Effective Time, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable.

Footnote F5

Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in footnote (4), each vested stock option was cancelled and automatically converted into the right to receive an amount in cash determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable exercise price of such option by (y) the number of vested shares subject to such option (the "Option Payment"), less all applicable deductions and withholdings; provided, however, that the Option Payment for each option with an exercise price equal to or greater than $20.00 was $0 and such option was cancelled for no consideration.

Footnote F6

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

Footnote F7

The RSU was subject to a service-based vesting condition over a four year period in 16 equal quarterly installments measured from March 15, 2023. As of the Effective Time, any remaining unvested portion of such award was accelerated. Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in the preceding sentence, each vested RSU was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $20.00 in cash.

Footnote F8

The RSU was subject to a service-based vesting condition over a four year period in 16 equal quarterly installments measured from February 12, 2024. As of the Effective Time, any remaining unvested portion of such award was accelerated. Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in the preceding sentence, each vested RSU was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $20.00 in cash.