RECURSION PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Recursion Pharmaceuticals, Inc. [●] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • April 12th, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A common stock, par value $0.00001 per share, of the Company. The shares of Class A common stock and Class B common stock, par value $0.00001 per share of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Stock.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are hereinafter collectively referred to as the “Shares”.
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 22nd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of September 18, 2019 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and RECURSION PHARMACEUTICALS, INC., a Delaware corporation as Borrower (“Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2023 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of July 11, 2023 by and among Recursion Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the undersigned purchaser (the “Purchaser”).
DocuSign Envelope ID: D1F7393F-D384-4DF7-AAO6-1B9C9421 1CDA *During the period from June 1, 2018 through May 31, 2023 (the “Reduced Rent Period”), Tenant shall only be required to pay Base Rent on 88,033 rentable square feet of the Premises (rather...Office Lease • February 27th, 2023 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
March 21, 2021 Christopher Gibson c/o Recursion Pharmaceuticals, Inc. Salt Lake City, UT 84101 Re: Confirmatory Employment Letter Dear Chris:Confirmatory Employment Letter • March 22nd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Utah
This letter agreement (the “Agreement”) is entered into between the undersigned (“you”) and Recursion Pharmaceuticals, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Recursion Pharmaceuticals, Inc. 30,769,230 Shares of Class A Common Stock, $0.00001 par value Underwriting AgreementUnderwriting Agreement • June 27th, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 30,769,230 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 4,615,384 additional shares (the “Optional Shares”) of Class A common stock, par value $0.00001 per share, of the Company. The shares of Class A common stock and Class B common stock, par value $0.00001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Stock.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are hereinafter collectively referred to as the “Shares.”
OPEN MARKET SALES AGREEMENT1Open Market Sales Agreement • August 8th, 2023 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Shares”), having an aggregate offering price of up to $300,000,000 on the terms set forth in this sales agreement (this “Agreement”). The Class A Common Shares and the shares of the Company’s Class B common stock, par value $0.00001 per share, are referred to herein as the “Common Stock.”
CERTAIN INFORMATION, MARKED BY BRACKETS AND ASTERISKS (I.E., [***]), HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Research Collaboration and Option Agreement • February 29th, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Research Collaboration and Option Agreement (this “Agreement”), dated as of November 8, 2023 (the “Restatement Effective Date”), is made by and between Recursion Pharmaceuticals, Inc., a Delaware corporation with offices at 41 S Rio Grande Street, Salt Lake City, UT 84101 (“Recursion”) and Bayer AG, a German corporation, with offices at 42096 Wuppertal, Germany (“Bayer”). Each of Recursion and Bayer may be referred to herein as a “Party” or together as the “Parties”.
AMENDED AND RESTATED LEASE BY AND BETWEEN BERRUETA FAMILY L.P., LESSOR AND MOUSERA, INC., LESSEE Milpitas, California July 27, 2015Lease • March 22nd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED LEASE, referred to herein as this “Lease,” is made and entered into as of July 27, 2015, by and between BERRUETA FAMILY L.P., a California limited partnership, hereafter referred to as “Lessor,” and MOUSERA, INC., a Delaware corporation, hereafter referred to as “Lessee” or “Mousera”.
Master AgreementMaster Agreement • November 9th, 2023 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Illinois
This Master Agreement (inclusive of all Exhibits and Order Forms, the “Agreement”) is entered into by and between Tempus Labs, Inc. (on behalf of itself and its affiliates, “Tempus”), and Recursion Pharmaceutical, Inc. (“Client” or “Recursion”). Tempus and Recursion are each individually a “Party” and are collectively the “Parties.”
STOCK PURCHASE AGREEMENT BY AND BETWEEN RECURSION PHARMACEUTICALS, INC., AND EACH OF THE PURCHASERS AS SET FORTH HEREIN OCTOBER 24, 2022Stock Purchase Agreement • October 25th, 2022 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of October 24, 2022, by and between Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
EXCHANGEABLE SHARE SUPPORT AGREEMENTExchangeable Share Support Agreement • May 30th, 2023 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This EXCHANGEABLE SHARE SUPPORT AGREEMENT made as of May 16, 2023 among Recursion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), 1414517 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia (“Callco”) and 14998685 Canada Inc, a corporation governed by the laws of Canada (the “Company”).
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • April 12th, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (THIS “AGREEMENT”) IS MADE AND ENTERED INTO AS OF , 2021, BY AND BETWEEN RECURSION PHARMACEUTICALS, INC., A DELAWARE CORPORATION (THE “COMPANY”), AND CHRISTOPHER GIBSON (THE “FOUNDER”).
EXCHANGE AGREEMENTExchange Agreement • April 12th, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of ____, 2021, by and between Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and stockholders of the Company listed on Exhibit A hereto (collectively, the “Exchange Stockholders”).
TRANSACTION AGREEMENT by and between EXSCIENTIA PLC and RECURSION PHARMACEUTICALS, INC. Dated as of August 8, 2024Transaction Agreement • August 8th, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of August 8, 2024, is by and between Recursion Pharmaceuticals, Inc. (“Parent”), a Delaware corporation, and Exscientia plc, a public limited company incorporated in England and Wales with registered number 13483814 (the “Company” and, together with Parent, the “Parties”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement.
LEASE AGREEMENT By and Between: INDUSTRY OFFICE SLC, LLC a Delaware limited liability company LANDLORD and RECURSION PHARMACEUTICALS, INC., a Delaware corporation TENANT 650 South 500 West Salt Lake City, UT 84101Lease Agreement • March 22nd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Utah
THIS INDUSTRY COMMERCIAL BUILDING OFFICE LEASE (this “Lease”) is dated as of the Effective Date, by and between Landlord and Tenant. Landlord and Tenant for themselves and their successors and assigns, hereby agree as follows:
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • May 12th, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2021, by and between Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Christopher Gibson (the “Founder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 8th, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of August 8, 2024, by and between the undersigned stockholder (the “Stockholder”) in such person’s capacity as a stockholder of Recursion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Exscientia plc, a public limited company incorporated in England and Wales with registered number 13483814 (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Transaction Agreement (as defined below).
March 21, 2021 Michael Secora c/o Recursion Pharmaceuticals, Inc. Salt Lake City, UT 84101 Re: Confirmatory Employment Letter Dear Michael:Confirmatory Employment Letter • March 22nd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Utah
This letter agreement (the “Agreement”) is entered into between the undersigned (“you”) and Recursion Pharmaceuticals, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND (I) WOULD BE COMPETITIVELY HARMFUL TO THE REGISTRANT IF PUBLICLY DISCLOSED OR (II) IS INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL....Collaboration Expansion Agreement • March 23rd, 2022 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
Recursion Pharmaceuticals, Inc., a Delaware corporation with offices at 41 S Rio Grande Street, Salt Lake City, UT 84101 (“Recursion”) and Bayer AG, a German corporation with offices at 42096 Wuppertal, Germany (“Bayer”) (each of Recursion and Bayer a “Party” and together the “Parties”) entered into a Research Collaboration and Option Agreement dated August 28th, 2020 (the “Agreement”) and now wish to expand the Agreement (the “Expansion”) effective as of December 1st, 2021 (the “Expansion Effective Date”) as described below.
EXCHANGE AGREEMENTExchange Agreement • May 12th, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2021, by and between Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and stockholders of the Company listed on Exhibit A hereto (collectively, the “Exchange Stockholders”).
RECURSION PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 1, 2020Investors’ Rights Agreement • March 3rd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of September 1, 2020, and is among Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A (the “Existing Investors”), the persons and entities listed on Exhibit B (the “New Investors,” and together with the Existing Investors, the “Investors”) and the persons and entities listed on Exhibit C (the “Founders”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND (I) WOULD BE COMPETITIVELY HARMFUL TO THE REGISTRANT IF PUBLICLY DISCLOSED OR (II) IS INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL....License Agreement • March 3rd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This License Agreement (“Agreement”) is dated as of May 1, 2020 (the “Effective Date”) by and between Takeda Pharmaceutical Company Limited having a business address at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”) and Recursion Pharmaceuticals, Inc., having a business address at 41 S. Rio Grande Street, Salt Lake City, UT 84101, USA (“Recursion”). Each hereunder may be referred to separately as a “Party” or collectively as the “Parties”.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • May 9th, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Florida
This Transition Agreement and Release (“Agreement”) is made by and between Shafique Virani (“Employee”) and Recursion Pharmaceuticals, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDED AND RESTATED LICENSE AGREEMENT dated February 9th, 2016 between RECURSION PHARMACEUTICALS, LLC and UNIVERSITY OF UTAH RESEARCH FOUNDATIONLicense Agreement • March 3rd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Utah
THIS AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is entered into this 9th day of February, 2016 (“Restatement Date”) by and between the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah non-profit corporation, having its principal place of business at 615 Arapeen Drive, Suite 310, Salt Lake City, UT 84108, hereinafter referred to as “Licensor,” and Recursion Pharmaceuticals, LLC, a Delaware limited liability company, having its principal place of business at 383 Colorow Dr., Salt Lake City, UT 84108, hereinafter referred to as “Licensee.” Licensor and Licensee may be referred to herein solely as a “party” or jointly as the “parties” as the case may be.
FIRST AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • November 6th, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This first Amendment TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of November 5, 2024, is by and between Recursion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Exscientia plc, a public limited company incorporated in England and Wales with registered number 13483814 (the “Company”).
May 19, 2023 David Mauro Re: Employment Offer LetterEmployment Agreement • August 8th, 2023 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Utah
Recursion Pharmaceuticals, Inc. (the “Company,” “we,” “us,” or “our”) is truly excited to extend you an offer on the terms and conditions in this letter agreement (the “Agreement”) and hope that you will be joining us in our mission of decoding biology to radically improve lives.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONTransaction Agreement • September 3rd, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
On August 8, 2024, Recursion Pharmaceuticals, Inc. (“Recursion”) entered into a transaction agreement (the “Transaction Agreement”) with Exscientia plc (“Exscientia”) to acquire the entire issued and to be issued share capital of Exscientia pursuant to a scheme of arrangement (the “Scheme of Arrangement”) under Part 26 of the United Kingdom Companies Act 2006 (the “proposed Transaction”).
15987863_v17 LEASE AGREEMENT By and Between: INDUSTRY OFFICE SLC, LLC a Delaware limited liability company LANDLORD and RECURSION PHARMACEUTICALS, INC., a Delaware corporation TENANT 650 South 500 West Salt Lake City, UT 84101Lease Agreement • March 23rd, 2022 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Utah
REGISTRATION AGREEMENTRegistration Agreement • June 9th, 2023 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This REGISTRATION AGREEMENT (this “Agreement”), dated as of May 25, 2023 is by and among Recursion Pharmaceuticals, Inc., a Delaware corporation (the “Acquiror Parent”), Recursion Canada Inc., a corporation governed by the laws of the Province of Ontario (“Acquiror”), Cyclica Therapeutics Inc. (formerly Cyclica Inc.), a corporation governed by the laws of British Columbia (the “Company”) and the shareholders of the Company party hereto (the “Sellers”). Capitalized terms used but not defined herein shall have the meanings ascribed in that certain Share Purchase Agreement dated as of May 8, 2023 (the “Purchase Agreement”), by and among Acquiror Parent, Acquiror, the Company, the Sellers, and Shareholder Representative Services LLC, a Colorado limited liability company (the “Securityholder Representative”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2022 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 24, 2022 by and among Recursion Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the undersigned purchasers (each, a “Purchaser” and collectively, the “Purchasers”).
ADVISORY AGREEMENTAdvisory Agreement • May 9th, 2024 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Florida
This Advisory Agreement (this “Agreement”) is made and entered into as of February 6, 2024 (the “Effective Date”) by and between Recursion Pharmaceuticals, Inc., (the “Company”), and Shafique Virani (“Advisor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED AS “[***]”. All provisions are subject to...Exclusive License Agreement • March 3rd, 2021 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Ohio
This Exclusive License Agreement (the “Agreement”) is made this 21st day of December, 2018 (the “Effective Date”) by and between the Ohio State Innovation Foundation, with an address at 1524 North High Street, Columbus, OH 43201 (hereinafter, “OSIF”) and Recursion Pharmaceuticals, Inc., with an address at 41 S. Rio Grande Street, Salt Lake City, UT 84101 (hereinafter, “Licensee”); collectively, “Parties”, or singly, “Party”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND (I) WOULD BE COMPETITIVELY HARMFUL TO THE REGISTRANT IF PUBLICLY DISCLOSED OR (II) IS INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL....Collaboration and License Agreement • March 23rd, 2022 • Recursion Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This Collaboration and License Agreement (“Agreement”) is made and entered into as of December, 5 2021 (“Effective Date”), between Recursion Pharmaceuticals, Inc., having its principal place of business at 41 S. Rio Grande Street, Salt Lake City, Utah 84101 (“Recursion”) on the one hand and Genentech, Inc., a Delaware corporation, having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“GNE”) and F. Hoffmann-La Roche Ltd, having its principal place of business at Grenzacherstrasse 124, CH 4070 Basel, Switzerland (“FHLR”) (GNE and FHLR, collectively, “Roche”), on the other hand. Roche and Recursion are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
