Kathryn E. Giusti - 09 Nov 2023 Form 4 Insider Report for EQRx, Inc.

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated July 31, 2023 (the "Merger Agreement"), by and among the Issuer, Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub, Inc., a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub I"), and Equinox Merger Sub II LLC, a direct, wholly owned subsidiary of Revolution Medicines ("Merger Sub II"), pursuant to which Merger Sub I merged with and into the Issuer effective as of November 9, 2023 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines (the "First Merger"), and promptly after the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving such merger as a direct, wholly owned subsidiary of Revolution Medicines.

Footnote F2

Pursuant to the Merger Agreement, each Issuer stock option that was outstanding and unexercised became fully vested and exercisable as of immediately prior to the Effective Time.

Footnote F3

At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time and had an exercise price per share less than $2.16 (an "In-the-Money Option") was cancelled and converted automatically into the right to receive a number of shares of Revolution Medicines common stock equal to the quotient of (i) the product of (a) the number of shares of Issuer common stock subject to the In-the-Money Option immediately prior to the Effective Time, multiplied by (b) the excess of $2.16 over the exercise price of such In-the-Money Option, divided by (ii) $19.4690, less the number of shares of Revolution Medicines common stock having a fair market value as of the Effective Time equal to the amount necessary to satisfy the award holder's tax withholding obligations. (All Issuer stock options that did not constitute In-the-Money Options were terminated at the Effective Time for no consideration).

Footnote F4

Pursuant to the terms of the Agreement and Plan of Merger dated August 5, 2021 (the "DeSPAC Merger Agreement"), 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.), the Reporting Person was allocated the right to acquire an aggregate of 21,934 shares of Issuer common stock (the "Earn-out Shares"), (i) 15,354 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) 6,580 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.

Footnote F5

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 pursuant to the terms of the DeSPAC Merger Agreement.

Footnote F6

Each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time and held in escrow subject to the earn-out on the terms and subject to the conditions of the DeSPAC Merger Agreement was converted in the same manner as all other shares of Issuer common stock under the Merger Agreement.

Footnote F7

At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Revolution Medicines common stock equal to the Exchange Ratio and cash in lieu of any fractional shares of Revolution Medicines common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.