Melanie Nallicheri - Jan 1, 2023 Form 4 Insider Report for EQRx, Inc. (EQRX)

Role: Chief Executive Officer, Director
Signature: /s/ William Collins, Attorney-in-Fact
Stock symbol: EQRX
Transactions as of: Jan 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/4/2023, 08:58 PM
Previous filing: Mar 1, 2022
Next filing: Nov 9, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EQRX	Earn-out Shares	Award		+5.45K	+0.53%		1.04M	Jan 1, 2023	Common Stock	5.45K		Direct	F1
transaction	EQRX	Earn-out Shares	Award		+2.78K	+0.53%		530K	Jan 1, 2023	Common Stock	2.78K		By MIN 2020 LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On January 1, 2023, the Reporting Person was allocated the right to acquire an additional 8,230 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 5,760 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 2,470 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire is subject to adjustment per the terms of the Agreement and Plan of Merger dated August 5, 2021 by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.).
F2	Shares held by MIN 2020 LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.

Content

On January 1, 2023, the Reporting Person was allocated the right to acquire an additional 8,230 shares of the Issuer's Common Stock (the "Earn-out Shares"), (i) 5,760 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $12.50; and (ii) 2,470 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 is at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 will be forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire is subject to adjustment per the terms of the Agreement and Plan of Merger dated August 5, 2021 by and among the Issuer (f/k/a CM Life Sciences III Inc.), Clover III Merger Sub Inc. and EQRx International, Inc. (f/k/a EQRx, Inc.).

Shares held by MIN 2020 LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.