X0508 4 2023-10-23 0001833214 SAB Biotherapeutics, Inc. SABS 0001618360 Sessa Capital (Master), L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001618699 Sessa Capital GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001595849 Sessa Capital IM, L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001618700 Sessa Capital IM GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0001618702 Petry John 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 1 0 0 0 0 Series A-1 Convertible Preferred Stock 0.630 2023-10-23 4 A 0 16269 1000 A Common Stock or Series A-2 Convertible Preferred Stock 25818903 18000 D Tranche A Warrants 1000 2023-10-23 4 M 0 16269 D Series A-1 or Series A-3 Convertible Preferred Stock 16269 0 D Reflects the exercise by Sessa Capital (Master), L.P. (the "Fund") of the Tranche A Warrants (as defined below) acquired pursuant to a Securities Purchase Agreement, dated as of September 29, 2023 (the "SPA"). The shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock") are automatically convertible into shares of Common Stock of SAB Biotherapeutics, Inc. (the "Issuer") on the first trading day following the announcement of the approval by the stockholders of the Issuer of (i) an amendment to the Issuer's Certificate of Incorporation to increase the number of authorized shares of common stock, $0.0001 par value per share ("Common Stock"), of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock. Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Persons from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Persons beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion, and to the extent the conversion would cause the Reporting Persons' beneficial ownership to exceed such maximum percentage, the Reporting Persons will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock of the Issuer. 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. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. Pursuant to the SPA, the Fund acquired Tranche A Warrants to purchase shares of Series A-1 Preferred Stock or shares of Series A-3 Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Tranche A Warrants"), on the terms summarized in the Issuer's Current Report on Form 8-K filed on October 2, 2023, including the exhibits thereto. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until the earlier of (i) fifteen (15) trading days following the date of public announcement of the fulsome data set from the Sanofi S.A. Protect trial and (ii) December 15, 2023. /s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager 2023-10-24 /s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager 2023-10-24 /s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager 2023-10-24 /s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager 2023-10-24 /s/ John Petry 2023-10-24