Eli Casdin - 09 Nov 2023 Form 4 Insider Report for EQRx, Inc.

Footnote F1

The securities were held directly by CMLS Holdings III LLC ("CMLS Holdings III"). Mr. Casdin is a member of the Board of Managers of CMLS Holdings III and as a result shares voting and investment discretion with respect to the securities held by CMLS Holdings III. Mr. Casdin disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest therein.

Footnote F2

The securities were owned directly by the Casdin Partners Master Fund, L.P. (the "Master Fund") and were deemed to be indirectly beneficially owned by (i) Casdin Capital, the investment adviser to the Master Fund, (ii) Casdin GP, the general partner of the Master Fund, and (iii) Eli Casdin, the managing member of Casdin Capital and Casdin GP. Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.)

Footnote F3

The securities were owned directly by Casdin Venture Opportunities Fund, L.P. (the "Venture Fund") and were deemed to be indirectly bencially owned by (i) Casdin Capital, the investment adviser to the Venture Fund, (ii) Casdin Venture Opportunities Fund GP, LLC (the "Venture GP"), the general partner of the Venture Fund, and (iii) Eli Casdin, the managing member of Casdin Capital and Venture GP.

Footnote F4

The securities were owned directly by Casdin Private Growth Equity Fund, L.P. (the "Private Fund") and were deemed to be indirectly beneficially owned by (i) Casdin Capital, the investment adviser to the Private Fund, (ii) Casdin Private Growth Equity Fund GP, LLC (the "Private GP"), the general partner of the Private Fund, and (iii) Eli Casdin, the managing member of Casdin Capital and Private GP

Footnote F5

The Reporting Person received the right to acquire an aggregate of 4,729,839 shares of the Issuer's Common Stock (the "Earn-out Shares") (i) 3,310,887 of which were to 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 was at least $12.50; and (ii) 1,418,952 would have been released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following December 17, 2022 was at least $16.50. Any Earn-out Shares not eligible to be released on or prior to December 17, 2024 would have been forfeited and cancelled, and the maximum number of Earn-out Shares the Reporting Person may be eligible to acquire was subject to adjustment.

Footnote F6

The shares underlying this option vested and became exercisable in full on September 30, 2023, the one-year anniversary of the grant date, subject to the Reporting Person's continuous service on such vesting date, and subject to full acceleration upon the consummation of a Sale Event (as defined in the Issuer's 2021 Stock Option and Incentive Plan).