X0206 3 2020-07-16 0 0001689657 Berkeley Lights, Inc. BLI 0001607841 SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001627324 SEQUOIA CAPITAL U.S. VENTURE FUND XV, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001635442 SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Series C Preferred Stock Common Stock 1690852 I Sequoia Capital U.S. Venture Fund XV, L.P. Series C Preferred Stock Common Stock 25597 I Sequoia Capital U.S. Venture Partners Fund XV, L.P. Series D Preferred Stock Common Stock 184034 I Sequoia Capital U.S. Venture Fund XV, L.P. Series D Preferred Stock Common Stock 2786 I Sequoia Capital U.S. Venture Partners Fund XV, L.P. Series E Preferred Stock Common Stock 118687 I Sequoia Capital U.S. Venture Fund XV, L.P. Series E Preferred Stock Common Stock 1796 I Sequoia Capital U.S. Venture Partners Fund XV, L.P. Each share of Preferred Stock automatically converts on a one-for-one basis into Common stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., and Sequoia Capital U.S. Venture XV Principals Fund, L.P. (collectively, the "SC XV Funds") and the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the "SC US GF VI Funds"). (Continued from footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the SC XV Funds and SC US GF VI Funds. Each of SC US (TTGP), Ltd., SC U.S. Venture XV Management, L.P., and SC U.S. Growth VI Management, L.P. disclaims beneficial ownership of the shares held by the SC XV Funds and SC US GF VI Funds, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Filing 2 of 3. Due to the limitations of the electronic filing system Sequoia Capital U.S. Growth Fund VI, L.P, Sequoia Capital U.S. Growth VI Principals Fund, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., Sequoia Capital U.S. Venture XV Principals Fund, L.P., SC US (TTGP), Ltd., SC U.S. Venture XV Management, L.P., and SC U.S. Growth VI Management, L.P. are filing a separate Form 3. Exhibit 24 - Power of Attorney. SC US (TTGP), Ltd., By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director 2020-07-16 Sequoia Capital U.S. Venture Fund XV, L.P., By: SC U.S. Venture XV Management, L.P., its general partner, By: SC US (TTGP), Ltd., its general partner, /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director 2020-07-16 Sequoia Capital U.S. Venture Partners Fund XV, L.P., By: SC U.S. Venture XV Management, L.P., its general partner, By: SC US (TTGP), Ltd., its general partner, /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director 2020-07-16