Transaction Details

Footnotes

Reflects the acquisition by Sessa Capital (Master), L.P. (the "Fund") of shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock") of SAB Biotherapeutics, Inc. (the "Issuer") for an aggregate purchase price of $39,987,500 pursuant to that certain Securities Purchase Agreement, dated July 21, 2025 (the "SPA"). The Preferred Stock will automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") at a conversion price of $1.75 per share upon the receipt by the Issuer of approval by its stockholders of the issuance of all Common Stock issuable upon conversion of the Series B Preferred Stock at a special meeting of stockholders to be held in accordance with the terms of the SPA (the "Stockholder Approval"), subject to the Beneficial Ownership Limitation (as defined below). | The Preferred Stock is subject to a beneficial ownership limitation that prevents the Sessa Parties (as defined below) from converting the Series B Preferred Stock into Common Stock to the extent that such conversion would result in the Sessa Parties beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion (the "Beneficial Ownership Limitation"). | These securities of the Issuer are beneficially owned by (i) the Fund, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC (collectively, the "Sessa Parties"). Andrew Moin, an Analyst and Partner with the Fund, is a member of the board of directors of the Issuer. Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. | Reflects the acquisition by the Fund of warrants to purchase shares of Preferred Stock at an exercise price of $175 per share (the "Enrollment Warrants") that accompanied the Preferred Stock purchased pursuant to the SPA. Each Enrollment Warrant is exercisable until the earlier of (x) July 21, 2030 and (y) the 30th trading day after the Issuer notifies the Fund in writing of the Phase II Enrollment Date (as defined in the Enrollment Warrant). | Reflects the acquisition by the Fund of warrants to purchase shares of Preferred Stock at an exercise price of $218.75 per share (the "Data Release Warrants") that accompanied the Preferred Stock purchased pursuant to the SPA. Each Data Release Warrant is exercisable until the earlier of (x) July 21, 2030 and (y) the 30th trading day after the Issuer notifies the Fund in writing of the Phase II Release Date (as defined in the Data Release Warrant).