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LETTER OF TRANSMITTAL AND CONSENT

 

Offer To Exchange Shares of Series A Convertible Preferred Stock
of
TriSalus Life Sciences, Inc.
for
Shares of Common Stock
of
TriSalus Life Sciences, Inc.
and
Consent Solicitation

 

THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN STANDARD TIME, ON JULY 23, 2025, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. THE SHARES OF PREFERRED STOCK (AS DEFINED BELOW) TENDERED PURSUANT TO THE OFFER AND CONSENT SOLICITATION MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW). CONSENTS MAY BE REVOKED ONLY BY WITHDRAWING THE TENDER OF THE RELATED SHARES OF PREFERRED STOCK AND THE WITHDRAWAL OF ANY SHARES OF PREFERRED STOCK WILL AUTOMATICALLY CONSTITUTE A REVOCATION OF THE RELATED CONSENTS.

 

The Exchange Agent for the Offer and Consent Solicitation is:

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

By First Class Mail:
1 State Street, 30th Floor
New York, NY 10004
Attn: Corporate Actions Department
By Overnight or Hand Delivery:
1 State Street, 30th Floor
New York, NY 10004
Attn: Corporate Actions Department

 

By Secure Electronic Upload:

 

lsp.continentalstock.com/calogin

 

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT (AS DEFINED BELOW), THE PREFERRED STOCK AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH BOOK-ENTRY TRANSFER, IS AT THE OPTION AND RISK OF THE TENDERING PREFERRED STOCK HOLDER (AS DEFINED BELOW), AND EXCEPT AS OTHERWISE PROVIDED IN THE INSTRUCTIONS BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE PREFERRED STOCK HOLDER HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL AND CONSENT, THE TENDERED SHARES OF PREFERRED STOCK AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND CONSENT, INCLUDING THE INSTRUCTIONS, CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL AND CONSENT.

 

 
 

 

TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “we,” “our” and “us”), has delivered to the undersigned a copy of the Prospectus/Offer to Exchange dated July 23, 2025 (the “Prospectus/Offer to Exchange”) of the Company and this Letter of Transmittal and Consent (as it may be supplemented and amended from time to time, this “Letter of Transmittal and Consent”), which together set forth the offer by the Company to each holder of outstanding shares of Series A Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Stock”) of the Company. to receive that number of shares of common stock, $0.0001 par value per share (“Common Stock”) equal to the quotient of (i) the sum of (a) the Liquidation Preference (as defined in the Certificate of Designations (defined below)) and (b) the Accrued Dividends (as defined in the Certificate of Designations) if not otherwise paid by the Company, that would have accrued through August 10, 2027 (the “Exchanged Value”), divided by (ii) $4.00 (subject to adjustment for adjustments to the Conversion Price (as defined in the Certificate of Designations) (the “Exchange Price”), in exchange for each share of Preferred Stock tendered by the holder (“Preferred Stock Holder”) and exchanged pursuant to the offer (the “Offer”). Unless defined herein, terms used in this Letter of Transmittal and Consent shall have definitions set forth in the Prospectus/Offer to Exchange.

 

The Offer is being made to all Preferred Stock Holders. The Preferred Stock is governed by the Certificate of Designations, Preferences and Rights of Preferred Stock (the “Certificate of Designations”). The Preferred Stock is not listed on a securities exchange nor traded in an over-the-counter market. As of June 13, 2025, a total of 3,594,002 shares of Preferred Stock were outstanding. Pursuant to the Offer, we are offering up to an aggregate of 11,860,206 shares of our Common Stock in exchange for the shares of Preferred Stock.

 

Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from the Preferred Stock Holders (the “Consent Preferred Shares”) to amend the Certificate of Designations, which governs the Preferred Stock (the “Preferred Stock Amendment”), to permit the Company the option to require that all shares of Exchange Preferred (as defined below) that are outstanding upon the closing of the Offer be converted into that number of shares of Common Stock equal to the quotient of (i) the sum of (a) the Liquidation Preference (as defined in the Certificate of Designations (defined below)) and (b) the Accrued Dividends (as defined in the Certificate of Designations) if not otherwise paid by the Company, that would have accrued through closing of the Offer (the “Exchanged Value”), divided by the Conversion Price (as defined in the Certificate of Designations, as such term will be amended by the Preferred Stock Amendment, which is a ratio 11.3% less than the exchange ratio applicable to the Offer, in accordance with the Preferred Stock Amendment (as defined below). Pursuant to the terms of the Certificate of Designations, certain amendments, including the Preferred Stock Amendment, require the vote or written consent of holders of at least a majority of the then outstanding shares of Preferred Stock (the “Consent Threshold”).

 

Parties representing approximately 55% of the shares of Preferred Stock have agreed to tender their shares of Preferred Stock in the Offer and to consent to the Preferred Stock Amendment in the Consent Solicitation pursuant to tender and support agreements (each, a “Tender and Support Agreement”). Accordingly, if the other conditions described herein are satisfied or waived, then the Preferred Stock Amendment will be adopted with respect to the Preferred Stock. For additional detail regarding the Tender and Support Agreement, please see the Prospectus/Offer to Exchange.

 

Preferred Stock Holders may not consent to the Preferred Stock Amendment without tendering their Consent Preferred Shares in the Offer and Preferred Stock Holders may not tender such shares of Preferred Stock without consenting to the Preferred Stock Amendment. The consent to the Preferred Stock Amendment is a part of this Letter of Transmittal and Consent relating to the shares of Preferred Stock and therefore by tendering the Consent Preferred Shares for exchange, Preferred Stock Holders will be delivering to us their consent. Preferred Stock Holders may revoke their respective consent at any time prior to the Expiration Date (as defined below) by withdrawing such Consent Preferred Shares tendered in the Offer.

 

Shares of Preferred Stock not exchanged for shares of our Common Stock pursuant to the Offer will remain outstanding subject to their current terms or amended terms if the Preferred Stock Amendment is approved. We reserve the right to redeem any of the shares of Preferred Stock, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer and Consent Solicitation, and if the Preferred Stock Amendment is approved, we may require at our option the conversion all or any portion of the outstanding shares of Preferred Stock to shares of Common Stock as provided in the Preferred Stock Amendment.

 

 
 

 

The Offer and Consent Solicitation is made solely upon the terms and conditions in the Prospectus/Offer to Exchange and in this Letter of Transmittal and Consent. The Offer and Consent Solicitation will expire at one minute after 11:59 p.m., Eastern Standard Time, on July 23, 2025, or such later time and date to which we may extend (the period during which the Offer and Consent Solicitation is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period,” and the date and time at which the Offer Period ends is referred to as the “Expiration Date”).

 

Each Preferred Stock Holder whose shares of Preferred Stock are exchanged pursuant to the Offer will receive that number of shares of our Common Stock equal to the Exchanged Value plus accrued dividends through August 10, 2027, divided by the Exchange Price, for each share of Preferred Stock tendered by such holder and exchanged.

 

No fractional shares of Common Stock will be issued pursuant to the Offer. In lieu of issuing fractional shares, any Preferred Stock Holder who would otherwise have been entitled to receive fractional shares pursuant to the Offer will, after aggregating all such fractional shares of such holder, be paid in cash (without interest) in an amount equal to such fractional part of a share multiplied by the last sale price of our Common Stock on the Nasdaq Global Market on the last trading day of the Offer Period (as defined below). Our obligation to complete the Offer is not conditioned on the receipt of a minimum number of tendered shares of Preferred Stock.

 

We may withdraw the Offer and Consent Solicitation only if the conditions to the Offer and Consent Solicitation are not satisfied or waived prior to the Expiration Date. Promptly upon any such withdrawal, we will return the tendered shares of Preferred Stock to the Preferred Stock Holders (and the consent to the Preferred Stock Amendment will be revoked).

 

This Letter of Transmittal and Consent is to be used to accept the Offer and Consent Solicitation if the applicable shares of Preferred Stock are to be tendered by effecting a book-entry transfer into the exchange agent’s account at the Depository Trust Company (“DTC”); provided, however, that it is not necessary to execute and deliver this Letter of Transmittal and Consent if instructions with respect to the tender of such shares of Preferred Stock are transmitted through DTC’s Automated Tender Offer Program (“ATOP”). Except in instances where a Preferred Stock Holder intends to tender shares of Preferred Stocks through ATOP, the Preferred Stock Holder should complete, execute and deliver this Letter of Transmittal and Consent to indicate the action it desires to take with respect to the Offer and Consent Solicitation.

 

Preferred Stock Holders tendering shares of Preferred Stock by book-entry transfer to the exchange agent’s account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal and Consent. DTC participants accepting the Offer and Consent Solicitation may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the exchange agent’s account at DTC. DTC will then send an “Agent’s Message” to the exchange agent for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer and Consent Solicitation as to execution and delivery of a Letter of Transmittal and Consent by the DTC participant identified in the Agent’s Message. Any Preferred Stock Holder tendering by book-entry transfer must expressly acknowledge that it has received and agrees to be bound by this Letter of Transmittal and Consent and that this Letter of Transmittal and Consent may be enforced against it.

 

As used in this Letter of Transmittal and Consent, with respect to the tender procedures set forth herein, the term “registered holder” means any person in whose name shares of Preferred Stock are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the shares of Preferred Stock.

 

WE ARE NOT AWARE OF ANY U.S. STATE WHERE THE MAKING OF THE OFFER AND THE CONSENT SOLICITATION IS NOT IN COMPLIANCE WITH APPLICABLE LAW. IF WE BECOME AWARE OF ANY U.S. STATE WHERE THE MAKING OF THE OFFER AND THE CONSENT SOLICITATION OR THE ACCEPTANCE OF THE SHARES OF PREFERRED STOCK PURSUANT TO THE OFFER IS NOT IN COMPLIANCE WITH APPLICABLE LAW, WE WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH THE APPLICABLE LAW. IF, AFTER SUCH GOOD FAITH EFFORT, WE CANNOT COMPLY WITH THE APPLICABLE LAW, THE OFFER AND THE CONSENT SOLICITATION WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) THE PREFERRED STOCK HOLDERS.

 

PLEASE SEE THE INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL AND CONSENT BEGINNING ON PAGE 11 FOR THE PROPER USE AND DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT.

 

 
 

 

DESCRIPTION OF TENDERED SHARES OF PREFERRED STOCK

 

List below the shares of Preferred Stock to which this Letter of Transmittal and Consent relates. If the space below is inadequate, list the registered number of shares of Preferred Stock on a separate signed schedule and affix the list to this Letter of Transmittal and Consent.

 

Name(s) and Address(es)
of Registered Holder(s)
of Preferred Stock s
  Number of Shares of Preferred Stocks
Tendered
    Total:

 

CHECK HERE IF THE SHARES OF PREFERRED STOCK LISTED ABOVE ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

 

Name of Tendering Institution:  
Account Number:  
Transaction Code Number:  

 

By crediting the shares of Preferred Stock to the Exchange Agent’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Offer and Consent Solicitation, including, if applicable, transmitting to the Exchange Agent an Agent’s Message in which the holder of the shares of Preferred Stock acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal and Consent, the participant in DTC confirms on behalf of itself and the beneficial owner(s) of such shares of Preferred Stock all provisions of this Letter of Transmittal and Consent (including consent to the preferred Stock Amendment and all representations and warranties) applicable to it and such beneficial owner(s) as fully as if it had completed the required information and executed and transmitted this Letter of Transmittal and Consent to the Exchange Agent.

 

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE

ACCOMPANYING INSTRUCTIONS CAREFULLY.

 

TriSalus Life Sciences, Inc.

c/o Continental Stock Transfer & Trust Company, as Exchange Agent

1 State Street, 30th Floor

New York, NY 10004

Attn: Corporate Actions Department

 

Upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange and in this Letter of Transmittal and Consent, receipt of which is hereby acknowledged, the undersigned hereby:

 

  (i) tenders to the Company for exchange pursuant to the Offer and Consent Solicitation the number of shares of Preferred Stock indicated above under “Description of Tendered Shares of Preferred Stock”;

 

 
 

 

  (ii) subscribes for the Common Stock equal to the Exchanged Value plus accrued dividends through August 10, 2027, divided by the Exchange Price, for each share of Preferred Stock so tendered for exchange; and
     
  (iii) if the shares of Preferred Stock indicated above under “Description of Tendered Shares of Preferred Stock” include any Consent Preferred Shares, consents to the Preferred Stock Amendment.

 

Except as stated in the Prospectus/Offer to Exchange, the tender made hereby is irrevocable. The undersigned understands that this tender will remain in full force and effect unless and until such tender is withdrawn and revoked in accordance with the procedures set forth in the Prospectus/Offer to Exchange and this Letter of Transmittal and Consent. The undersigned understands that this tender may not be withdrawn after the Expiration Date, and that a notice of withdrawal will be effective only if delivered to the Exchange Agent in accordance with the specific withdrawal procedures set forth in the Prospectus/Offer to Exchange.

 

If the undersigned holds such shares of Preferred Stock for beneficial owners, the undersigned represents that it has received from each beneficial owner thereof a duly completed and executed form of “Instructions Form” in the form attached to the “Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees” which was sent to the undersigned by the Company with this Letter of Transmittal and Consent, instructing the undersigned to take the action described in this Letter of Transmittal and Consent.

 

If the undersigned is not the registered holder of the shares of Preferred Stock indicated under “Description of Tendered Shares of Preferred Stock” above or such holder’s legal representative or attorney-in-fact (or, in the case of shares of Preferred Stock held through DTC, the DTC participant for whose account such shares of Preferred Stock are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in fact) to deliver a consent in respect of such shares of Preferred Stock on behalf of the holder thereof, and such proxy is being delivered to the Exchange Agent with this Letter of Transmittal and Consent.

 

The undersigned understands that, upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange and this Letter of Transmittal and Consent, any shares of Preferred Stock properly tendered and not withdrawn which are accepted for exchange will be exchanged for shares of Common Stock. The undersigned understands that, under certain circumstances, the Company may not be required to accept any of the shares of Preferred Stock tendered (including any shares of Preferred Stock tendered after the Expiration Date). If any shares of Preferred Stock are not accepted for exchange for any reason or if tendered shares of Preferred Stock are withdrawn, such unexchanged or withdrawn shares of Preferred Stock will be returned without expense to the tendering holder, if applicable, and the related consent to the Preferred Stock Amendment will be revoked.

 

The undersigned understands that, upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange and this Letter of Transmittal and Consent, any Consent Preferred Shares properly tendered and not validly withdrawn which are accepted for exchange constitute the holder’s validly delivered consent to the Preferred Stock Amendment. A holder of Consent Preferred Shares may not consent to the Preferred Stock Amendment without tendering his or her Consent Preferred Shares in the Offer and a holder of Consent Preferred Shares may not tender his or her Consent Preferred Shareswithout consenting to the Preferred Stock Amendment. A holder may revoke his or her consent to the Preferred Stock Amendment at any time prior to the Expiration Date by withdrawing the shares of Preferred Stock he or she has tendered.

 

Subject to, and effective upon, the Company’s acceptance of the undersigned’s tender of shares of Preferred Stock for exchange pursuant to the Offer and Consent Solicitation as indicated under “Description of Preferred Stock Tendered - Number of Shares of Preferred Stock Tendered” above, the undersigned hereby:

 

  (i) assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, such shares of Preferred Stock;

 

 
 

 

  (ii) waives any and all rights with respect to such shares of Preferred Stock;
     
  (iii) releases and discharges the Company from any and all claims the undersigned may have now, or may have in the future, arising out of or related to such shares of Preferred Stock;
     
  (iv) acknowledges that the Offer is discretionary and may be extended, modified, suspended or terminated by the Company as provided in the Prospectus/Offer to Exchange; and
     
  (v) acknowledges the future value of the shares of Preferred Stock and Common Stock is unknown and cannot be predicted with certainty.

 

The undersigned understands that tenders of shares of Preferred Stock pursuant to any of the procedures described in the Prospectus/Offer to Exchange and in the instructions in this Letter of Transmittal and Consent, if and when accepted by the Company, will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer and Consent Solicitation.

 

Effective upon acceptance for exchange, the undersigned hereby irrevocably constitutes and appoints the Exchange Agent, acting as agent for the Company, as the true and lawful agent and attorney-in-fact of the undersigned with respect to the shares of Preferred Stock tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

 

  (i) transfer ownership of such shares of Preferred Stock on the account books maintained by DTC together with all accompanying evidences of transfer and authenticity to or upon the order of the Company;
     
  (ii) present such shares of Preferred Stock for transfer of ownership on the books of the Company;
     
  (iii) cause ownership of such shares of Preferred Stock to be transferred to, or upon the order of, the Company on the books of the Company or its agent and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and
     
  (iv) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares of Preferred Stock ;

 

all in accordance with the terms of the Offer and Consent Solicitation, as described in the Prospectus/Offer to Exchange and this Letter of Transmittal and Consent.

 

The undersigned hereby represents, warrants and agrees that:

 

  (i) the undersigned has full power and authority to tender the shares of Preferred Stock tendered hereby and to sell, exchange, assign and transfer all right, title and interest in and to such shares of Preferred Stock;

 

 
 

 

  (ii) the undersigned has full power and authority to subscribe for all of the shares of Common Stock issuable pursuant to the Offer and Consent Solicitation in exchange for the shares of Preferred Stock tendered hereby;
     
  (iii) the undersigned has good, marketable and unencumbered title to the shares of Preferred Stock tendered hereby, and upon acceptance of such shares of Preferred Stock by the Company for exchange pursuant to the Offer and Consent Solicitation the Company will acquire good, marketable and unencumbered title to such shares of Preferred Stock, in each case free and clear of any security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations of any kind, and not subject to any adverse claim;
     
  (iv) the undersigned has full power and authority to consent to the Preferred Stock Amendment;
     
  (v) the undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete and give effect to the transactions contemplated hereby;
     
  (vi) the undersigned has received and reviewed the Prospectus/Offer to Exchange, this Letter of Transmittal and Consent and the Preferred Stock Amendment;
     
  (vii) the undersigned acknowledges that none of the Company, the information agent, the Exchange Agent, the dealer manager and solicitation agent or any person acting on behalf of any of the foregoing has made any statement, representation or warranty, express or implied, to the undersigned with respect to the Company, the Offer and Consent Solicitation, the shares of Preferred Stock, or the Common Stock, other than the information included in the Prospectus/Offer to Exchange (as amended or supplemented prior to the Expiration Date);
     
  (viii) the terms and conditions of the Prospectus/Offer to Exchange shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal and Consent, which shall be read and construed accordingly;
     
  (ix) the undersigned understands that tenders of shares of Preferred Stock pursuant to the Offer and Consent Solicitation and in the instructions hereto constitute the undersigned’s acceptance of the terms and conditions of the Offer and Consent Solicitation;
     
  (x) the undersigned is voluntarily participating in the Offer; and
     
  (xi) the undersigned agrees to all of the terms of the Offer and Consent Solicitation.

 

Unless otherwise indicated under “Special Issuance Instructions” below, the Company will issue in the name(s) of the undersigned as indicated under “Description of Preferred Stock Tendered” above, shares of Common Stock to which the undersigned is entitled pursuant to the terms of the Offer and Consent Solicitation in respect of the shares of Preferred Stock tendered and exchanged pursuant to this Letter of Transmittal and Consent. If the “Special Issuance Instructions” below are completed, the Company will issue such shares of Common Stock in the name of (and pay cash in lieu of any fractional shares to) the person or account indicated under “Special Issuance Instructions.”

 

 
 

 

The undersigned agrees that the Company has no obligation under the “Special Issuance Instructions” provision of this Letter of Transmittal and Consent to effect the transfer of any shares of Preferred Stock from the holder(s) thereof if the Company does not accept for exchange any of the shares of Preferred Stock tendered pursuant to this Letter of Transmittal and Consent.

 

The acknowledgments, representations, warranties and agreements of the undersigned in this Letter of Transmittal and Consent will be deemed to be automatically repeated and reconfirmed on and as of each of the Expiration Date and completion of the Offer and Consent Solicitation. The authority conferred or agreed to be conferred in this Letter of Transmittal and Consent shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal and Consent shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

 

The undersigned acknowledges that the undersigned has been advised to consult with its own legal counsel and other advisors (including tax advisors) as to the consequences of participating or not participating in the Offer and Consent Solicitation.

 

 

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS, INCLUDING

INSTRUCTIONS 3, 4 AND 5)

 

To be completed ONLY if the shares of Common Stock issued pursuant to the Offer and Consent Solicitation in exchange for shares of Preferred Stock tendered hereby and any shares of Preferred Stock delivered to the Exchange Agent herewith but not tendered and exchanged pursuant to the Offer and Consent Solicitation, are to be issued in the name of someone other than the undersigned. Issue all such shares of Common Stock and untendered shares of Preferred Stock to:

 

Name:    
Address:    
Tax ID Number:    

 

(PLEASE PRINT OR TYPE)

(INCLUDE ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

 

 

 
 

 

 

IMPORTANT: PLEASE SIGN HERE

(SEE INSTRUCTIONS AND ALSO COMPLETE ACCOMPANYING IRS FORM W-9 OR

APPROPRIATE IRS FORM W-8 AVAILABLE AT IRS.GOV)

 

By completing, executing and delivering this Letter of Transmittal and Consent, the undersigned hereby tenders the shares of Preferred Stock indicated in the table above entitled “Description of Preferred Stock Tendered.”

 

SIGNATURES REQUIRED

Signature(s) of Registered Holder(s) of Shares of Preferred Stock

 

Name:    
Address:    
Date:    

 

(The above lines must be signed by the registered holder(s) of shares of Preferred Stock as the name(s) appear(s) on the shares of Preferred Stock or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed assignment from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal and Consent. If shares of Preferred Stock to which this Letter of Transmittal and Consent relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal and Consent. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority so to act. See Instruction 3 regarding the completion and execution of this Letter of Transmittal and Consent.)

 

Name:  
Capacity:  
Address:  
Area Code and Telephone Number:      

 

(PLEASE PRINT OR TYPE)

(INCLUDE ZIP CODE)

 

 

 

GUARANTEE OF SIGNATURE(S) (IF REQUIRED)

(SEE INSTRUCTIONS, INCLUDING INSTRUCTION 4)

 

Certain signatures must be guaranteed by Eligible Institution.

Signature(s) guaranteed by an Eligible Institution:

 

 

 

Authorized Signature

 

 

 

Title

 

 

 

Name of Firm

 

 

 

Address, Including Zip Code

 

 

 

Area Code and Telephone Number

 

Date:

 

 

 
 

 

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND

CONSENT SOLICITATION

 

1. Delivery of Letter of Transmittal and Consent and Preferred Stock. This Letter of Transmittal and Consent is to be used only if tenders of Preferred Stock are to be made by book-entry transfer to the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP with respect to such tenders.

 

Shares of Preferred Stock may be validly tendered pursuant to the procedures for book-entry transfer as described in the Prospectus/Offer to Exchange. In order for shares of Preferred Stock to be validly tendered by book-entry transfer, the Exchange Agent must receive the following prior to the Expiration Date, except as otherwise permitted by use of the procedures for guaranteed delivery as described below:

 

(i) timely confirmation of the transfer of such shares of Preferred Stock to the Exchange Agent’s account at DTC (a “Book-Entry Confirmation”);
   
(ii) either a properly completed and duly executed Letter of Transmittal and Consent, or a properly transmitted “Agent’s Message” if the tendering Preferred Stock Holder has not delivered a Letter of Transmittal and Consent; and
   
(iii) any other documents required by this Letter of Transmittal and Consent.

 

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the shares of Preferred Stock that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and Consent and that the Company may enforce such agreement against the participant. If you are tendering by book-entry transfer, you must expressly acknowledge that you have received and agree to be bound by the Letter of Transmittal and Consent and that the Letter of Transmittal and Consent may be enforced against you.

 

Delivery of a Letter of Transmittal and Consent to the Company or DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal and Consent should be sent to the Company or DTC.

 

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT, TENDERED SHARES OF PREFERRED STOCK AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT’S MESSAGE DELIVERED THROUGH ATOP, IS AT THE OPTION AND RISK OF THE TENDERING PREFERRED STOCK HOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN THESE INSTRUCTIONS, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE PREFERRED STOCK HOLDER HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL AND CONSENT, THE TENDERED SHARES OF PREFERRED STOCK AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

 

Neither the Company nor the Exchange Agent is under any obligation to notify any tendering holder of the Company’s acceptance of tendered shares of Preferred Stock.

 

2. Guaranteed Delivery. Preferred Stock Holders desiring to tender shares of Preferred Stock pursuant to the Offer but whose shares of Preferred Stock cannot otherwise be delivered with all other required documents to the Exchange Agent prior to the Expiration Date may nevertheless tender shares of Preferred Stock, as long as all of the following conditions are satisfied:

 

  (i) the tender must be made by or through an “Eligible Institution” (as defined in Instruction 4);

 

 
 

 

  (ii) the Exchange Agent receives by hand, mail, overnight courier, facsimile or electronic mail transmission, at its address set forth in this Letter of Transmittal and Consent, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Company to the undersigned with this Letter of Transmittal and Consent (with any required signature guarantees); and
     
  (iii) a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all shares of Preferred Stock delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal and Consent with any required signature guarantees (or, in the case of a book-entry transfer without delivery of a Letter of Transmittal and Consent, an Agent’s Message in accordance with ATOP), and any other documents required by this Letter of Transmittal and Consent, must be received by the Exchange Agent within two days that Nasdaq Global is open for trading after the date the Exchange Agent receives such Notice of Guaranteed Delivery, all as provided in the Prospectus/Offer to Exchange.

 

A Preferred Stock Holder may deliver the Notice of Guaranteed Delivery by facsimile transmission, e-mail or mail to the Exchange Agent.

 

Except as specifically permitted by the Prospectus/Offer to Exchange, no alternative or contingent exchanges will be accepted.

 

3. Signatures on Letter of Transmittal and Consent and other Documents. For purposes of the tender and consent procedures set forth in this Letter of Transmittal and Consent, the term “registered holder” means any person in whose name Preferred Stock are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the shares of Preferred Stock.

 

If this Letter of Transmittal and Consent is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or others acting in a fiduciary or representative capacity, such person must so indicate when signing and, unless waived by the Company, must submit to the Exchange Agent proper evidence satisfactory to the Company of the authority so to act.

 

4. Guarantee of Signatures. No signature guarantee is required if:

 

  (i) this Letter of Transmittal and Consent is signed by the registered holder of the shares of Preferred Stock and such holder has not completed the box entitled “Special Issuance Instructions”; or
     
  (ii) such shares of Preferred Stock are tendered for the account of an “Eligible Institution.” An “Eligible Institution” is a bank, broker dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

 

IN ALL OTHER CASES, AN ELIGIBLE INSTITUTION MUST GUARANTEE ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT BY COMPLETING AND SIGNING THE TABLE ENTITLED “GUARANTEE OF SIGNATURE(S)” ABOVE.

 

5. Preferred Stock Tendered. Any Preferred Stock Holder who chooses to participate in the Offer and Consent Solicitation may exchange some or all of such holder’s shares of Preferred Stock pursuant to the terms of the Offer and Consent Solicitation.

 

 
 

 

6. Inadequate Space. If the space provided under “Description of Preferred Stock Tendered” is inadequate, the name(s) and address(es) of the registered holder(s), number of shares of Preferred Stock being delivered herewith, and number of such shares of Preferred Stock tendered hereby should be listed on a separate, signed schedule and attached to this Letter of Transmittal and Consent.

 

7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of shares of Preferred Stock to the Company in the Offer and Consent Solicitation. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. Other reasons transfer taxes could be imposed include:

 

  (i) If shares of Common Stock are to be registered or issued in the name of any person other than the person signing this Letter of Transmittal and Consent; or
     
  (ii) if tendered shares of Preferred Stock are registered in the name of any person other than the person signing this Letter of Transmittal and Consent.

 

If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with this Letter of Transmittal and Consent, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payment due with respect to the shares of Preferred Stock tendered by such holder.

 

8. Validity of Tenders. All questions as to the number of Preferred Stock to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Preferred Stock will be determined by the Company in its reasonable discretion, which determinations shall be final and binding on all parties, subject to each share of Preferred Stock Holder’s right to challenge any determination by the Company in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of Preferred Stock it determines not to be in proper form. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular share of Preferred Stock, whether or not similar defects or irregularities are waived in the case of other tendered Preferred Stock. The Company’s interpretation of the terms and conditions of the Offer and Consent Solicitation (including this Letter of Transmittal and Consent and the instructions hereto) will be final and binding on all parties, subject to each Preferred Stock Holder’s right to challenge any determination by the Company in a court of competent jurisdiction. The Company is not aware of any U.S. state where the making of the Offer and the Consent Solicitation is not in compliance with applicable law. If the Company becomes aware of any U.S. state where the making of the Offer and the Consent Solicitation or the acceptance of the Preferred Stock pursuant to the Offer is not in compliance with applicable law, it will make a good faith effort to comply with the applicable law. If, after such good faith effort, the Company cannot comply with the applicable law, the Offer and the Consent Solicitation will not be made to (nor will tenders be accepted from or on behalf of) the Preferred Stock Holders in such state where such law is applicable. Unless waived, any defects or irregularities in connection with tenders of shares of Preferred Stock must be cured within such time as the Company shall determine. None of the Company, the Exchange Agent, the information agent, the dealer manager and solicitation agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders of Preferred Stock, and none of them will incur any liability for failure to give any such notice. Tenders of Preferred Stock will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Any Preferred Stock received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the Preferred Stock Holders, unless otherwise provided in this Letter of Transmittal and Consent, promptly following the Expiration Date. Preferred Stock Holders who have any questions about the procedure for tendering shares of Preferred Stock in the Offer and Consent Solicitation should contact the information agent at the address and telephone number indicated herein and in the Prospectus/Offer to Exchange. Consent Preferred Shares properly tendered and not validly withdrawn that are accepted for exchange constitute the holder’s validly delivered consent to the Preferred Stock Amendment.

 

9. Waiver of Conditions. The Company reserves the right to waive any condition, other than as described in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - General Terms - Conditions to the Offer and Consent Solicitation.

 

 
 

 

10. Withdrawal. Tenders of Preferred Stock may be withdrawn only pursuant to the procedures and subject to the terms set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Withdrawal Rights.” Preferred Stock Holders can withdraw tendered shares of Preferred Stock at any time prior to the Expiration Date, and Preferred Stock that the Company has not accepted for exchange by July 23, 2025 may thereafter be withdrawn at any time after such date until such shares of Preferred Stock are accepted by the Company for exchange pursuant to the Offer and Consent Solicitation. Except as otherwise provided in the Prospectus/Offer to Exchange, in order for the withdrawal of Preferred Stock to be effective, a written notice of withdrawal satisfying the applicable requirements for withdrawal set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer and Consent Solicitation - Withdrawal Rights” must be timely received from the holder by the Exchange Agent at its address stated herein, together with any other information required as described in such section of the Prospectus/Offer to Exchange. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its reasonable discretion, and its determination shall be final and binding, subject to each Preferred Stock Holder’s right to challenge any determination by the Company in a court of competent jurisdiction. None of the Company, the Exchange Agent, the information agent, the dealer manager and solicitation agent or any other person is under anyduty to give notification of any defect or irregularity in any notice of withdrawal or will incur any liability for failure to give any such notification. Any shares of Preferred Stock properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer and Consent Solicitation. However, at any time prior to the Expiration Date, a Preferred Stock Holder may re-tender withdrawn shares of Preferred Stock by following the applicable procedures discussed in the Prospectus/Offer to Exchange and this Letter of Transmittal and Consent. Consents may be revoked only by withdrawing the related Consent Preferred Shares and the withdrawal of any Consent Preferred Shares will automatically constitute a revocation of the related consents.

 

11. Important Tax Information. Each person receiving payment for Preferred Stock is required to provide the Exchange Agent with a correct taxpayer identification number (“TIN”) and certain other information on an appropriate Form W-9, or an appropriate Internal Revenue Service (“IRS”) Form W-8. Under current U.S. federal income tax laws, the Exchange Agent (as payer) may be required under the backup withholding rules to withhold a portion of the amount of any payments made to certain holders (or other payees) pursuant to the Offer and Consent Solicitation. In order to avoid such backup withholding, if the person receiving payment for the shares of Preferred Stock is a United States person (for U.S. federal income tax purposes), such payee must timely complete and sign the enclosed IRS Form W-9 to certify the payee’s correct TIN and to certify that such payee is not subject to such backup withholding, or must otherwise establish a basis for exemption from backup withholding (currently imposed at a rate of 24%). Certain holders or other payees (including, among others, corporations and tax-exempt organizations) are not subject to these backup withholding and reporting requirements. Exempt payees should furnish their TIN, provide the applicable codes on line 4 of the IRS Form W-9, and sign, date and send the IRS Form W-9 to the Exchange Agent. A holder or other payee who is a foreign individual or a foreign entity should complete, sign, and submit to the Exchange Agent the appropriate IRS Form W-8 attesting to such person’s exempt status. Holders and other payees are urged to consult their own tax advisors to determine whether they are exempt from or otherwise not subject to backup withholding. The appropriate IRS Form W-8 may be obtained at irs.gov. Backup withholding is not an additional tax. A holder or payee subject to the backup withholding rules will be allowed a credit of the amount withheld against such holder’s U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, such holder may be entitled to a refund, provided the requisite information is correctly furnished to the IRS in a timely manner.

 

12. Questions and Requests for Assistance and Additional Copies. Please direct questions or requests for assistance, or additional copies of the Prospectus/Offer to Exchange, Letter of Transmittal and Consent or other materials, in writing to the information agent for the Offer and Consent Solicitation at:

 

 

The Information Agent for the Offer and Consent Solicitation is:

 

Morrow Sodali LLC

430 Park Avenue, 14th Floor

New York, New York 10022

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: TLSI@investor.morrowsodali.com

 

 

IMPORTANT: THIS LETTER OF TRANSMITTAL AND CONSENT, OR THE “AGENT’S MESSAGE” (IF TENDERING PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER WITHOUT EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL AND CONSENT), TOGETHER WITH THE TENDERED SHARES OF PREFERRED STOCK AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO ONE MINUTE AFTER 11:59 P.M., EASTERN STANDARD TIME, ON JUNE 23, 2025, UNLESS A NOTICE OF GUARANTEED DELIVERY IS RECEIVED BY THE EXCHANGE AGENT BY SUCH DATE.

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

The Exchange Agent for the Offer and Consent Solicitation is:

 

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Corporate Actions Department

 

Questions or requests for assistance may be directed to the information agent at the address and telephone number listed below. Additional copies of the Prospectus/Offer to Exchange, this Letter of Transmittal and Consent and the Notice of Guaranteed Delivery may also be obtained from the information agent. Any Preferred Stock Holder may also contact its broker, dealer, commercial bank or trust company for assistance concerning the Offer and Consent Solicitation.

 

The Information Agent for the Offer and Consent Solicitation is:

 

Morrow Sodali LLC

430 Park Avenue, 14th Floor

New York, New York 10022

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: TLSI@investor.morrowsodali.com