| Offering Note |
| | | | | | (1) | (1) | Capitalized terms used herein have the meanings ascribed to them in that certain Agreement and Plan of Merger dated as of September 27, 2026, by and among Lifecore Inc., Hazel Merger Sub, Inc. and Lifecore Biomedical, Inc. (the “Company”). | | | (2) | Aggregate number of
securities to which the transaction applies: As of the close of business on
October 29, 2026, the maximum number of shares was (1) 51,127.50
shares of Company Series A Preferred Stock and (2) 42,772,178 shares of Company
Common Stock, consisting of: | | | | a. | 37,905,846 shares issued and outstanding shares of Company
Common Stock; | | | | b. | 1,123,254 shares of Company
Common Stock subject to Company Stock Options; | | | | c. | 1,460,078 shares of Company
Common Stock subject to RSUs; and | | | | d. | 2,283,000 shares of Company
Common Stock subject to PSUs. | | | (3) | Per unit price or other
underlying value of transaction computed pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”): Estimated
solely for the purposes of calculating the filing fee, as of October 29, 2026,
the underlying value of the transaction was calculated as the sum of: | | | | a. | The product of 37,905,846 shares of Company Common Stock outstanding
multiplied by the Base Consideration; | | | | b. | The product of 246,238
shares of Company Common Stock underlying Company Stock Options with an
exercise price of less than $6.28 and the difference between the Base
Consideration and the weighted average exercise price of such Company Stock
Options of $5.98, with the remaining Company Stock Options being cancelled for
$0 in the Merger; | | | | c. | The product of 1,460,078
shares of Company Common Stock subject to RSUs multiplied
by the Base Consideration; | | | | e. | The product of 262,000
shares of Company Common Stock, which is equal to 10% of the shares of Company
Common Stock underlying the PSU awards at grant, multiplied by the Base
Consideration; | | | | f. | $51,436,395 in cash to the
holders of Company Series A Preferred Stock representing the aggregate
Conversion Amount; | | | | g. | $160,000,000, representing
the maximum aggregate CVR payments, comprising (i) a maximum 2028 Performance
Milestone Payment of $30,000,000, (ii) a maximum 2029 Performance Milestone
Payment of $45,000,000, and (iii) a maximum 2030 Performance Milestone Payment
of $85,000,000. The CVR is a contractual right to receive a portion of the
applicable Milestone Payment Amount, if and when achieved; accordingly, the
maximum aggregate CVR consideration is $160,000,000 regardless of the total
number of CVRs outstanding. | | | (4) | In accordance with Section
14(g) of the Exchange Act, the filing fee was determined by multiplying the sum
calculated in note (3) by 0.00008700. |
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