X0306 4 2021-10-26 0 0001452965 MINERVA SURGICAL INC UTRS 0001452907 NEW ENTERPRISE ASSOCIATES 13 LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001460752 NEA Partners 13, Limited Partnership 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001460751 NEA 13 GP, Ltd 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001277631 BASKETT FOREST 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001235112 KERINS PATRICK J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2021-10-26 4 C 0 596183 A 596183 D Common Stock 2021-10-26 4 C 0 1190212 A 1786395 D Common Stock 2021-10-26 4 C 0 3409709 A 5196104 D Common Stock 2021-10-26 4 C 0 3503021 A 8699125 D Common Stock 2021-10-26 4 P 0 1300000 12.00 A 9999125 D Series B Preferred Stock 2021-10-26 4 C 0 596183 D Common Stock 596183 0 D Series C Preferred Stock 2021-10-26 4 C 0 1190212 D Common Stock 1190212 0 D Series D Preferred Stock 2021-10-26 4 C 0 3409709 D Common Stock 3409709 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 6257308.36 D Series D Preferred Stock 553449 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 6018574.40 D Series D Preferred Stock 532334 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 5851915.34 D Series D Preferred Stock 517593 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 5688578.14 D Series D Preferred Stock 503146 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 6173219.88 D Series D Preferred Stock 546012 0 D Subordinated Secured Convertible Promissory Note 11.306 2021-10-26 4 C 0 9615676.10 D Series D Preferred Stock 850492 0 D Series D Preferred Stock 2021-10-26 4 C 0 553449 A Common Stock 553449 553449 D Series D Preferred Stock 2021-10-26 4 C 0 532333 A Common Stock 532333 1085782 D Series D Preferred Stock 2021-10-26 4 C 0 517592 A Common Stock 517592 1603374 D Series D Preferred Stock 2021-10-26 4 C 0 503145 A Common Stock 503145 2106519 D Series D Preferred Stock 2021-10-26 4 C 0 546011 A Common Stock 546011 2652530 D Series D Preferred Stock 2021-10-26 4 C 0 850491 A Common Stock 850491 3503021 D Series D Preferred Stock 2021-10-26 4 C 0 3503021 D Common Stock 3503021 0 D The Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 13 in which the Indirect Reporting Persons have no pecuniary interest. Represents $6,257,308.36 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. Represents $6,018,574.40 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. Represents $5,851,915.34 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. Represents $5,688,578.14 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. Represents $6,173,219.88 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. Represents $9,615,676.10 of outstanding principal and interest calculated through October 26, 2021, on which date such amount converted into shares of Series D Preferred Stock at a conversion price per share of $11.30602. /s/ Sasha Keough, attorney-in-fact 2021-10-28