UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2023

EQRX, INC.

(Exact name of
Registrant as Specified in Its Charter)

Delaware		001-40312		86-1691173
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
50 Hampshire Street Cambridge, Massachusetts				02139
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code:


617-315-2255

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		EQRX		The Nasdaq Global Market
Warrants to purchase one share of common stock at an exercise price of $11.50		EQRXW		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company  ☐

If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.  ☐

Item 1.01

Entry into Material Definitive Agreement

Merger Agreement

On July 31, 2023, EQRx,
Inc., a Delaware corporation (“EQRx”), Revolution Medicines, Inc., a Delaware corporation (“Revolution Medicines”), Equinox Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Revolution Medicines
(“Merger Sub I”), and Equinox Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Revolution Medicines (“Merger Sub II”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub I will be merged with and into EQRx (the “First Merger”), with EQRx surviving the First Merger as
a direct, wholly owned subsidiary of Revolution Medicines (the “Surviving Corporation”), and as soon as practicable following the First Merger, the Surviving Corporation will be merged with and into Merger Sub II, with Merger Sub II
surviving as a direct, wholly owned subsidiary of Revolution Medicines (together with the First Merger, the “Mergers”).

The boards of directors
of each of EQRx and Revolution Medicines have approved the Merger Agreement and the transactions contemplated thereby. The EQRx board of directors’ approval was made upon the recommendation of a committee of independent directors.

Merger Consideration

At the effective time of the First
Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of EQRx (“EQRx Common Stock”) issued and outstanding immediately prior to the Effective Time (other than the shares that are held by EQRx in
treasury or owned by Revolution Medicines, Merger Sub I, Merger Sub II or any wholly owned subsidiary of EQRx or Revolution Medicines) will be converted into the right to receive a number of validly issued, fully paid and

non-assessable

shares of common stock, par value $0.0001 per share, of Revolution Medicines (the “Parent Common Stock”) equal to the Exchange Ratio (as defined below) (such shares of Parent Common Stock,
the “Merger Consideration”). No fractional shares of the Parent Common Stock will be issued in the Mergers, and EQRx stockholders will receive cash in lieu of any fractional shares as part of the Merger Consideration, as specified in the
Merger Agreement. The Merger Consideration will consist of a number of shares of Parent Common Stock to be issued (including in respect of converted EQRx Options, EQRx RSU Awards and EQRx Restricted Stock (each as defined below)) determined as
follows: (i) 7,692,308 shares of Parent Common Stock, which was determined based on $200.0 million of the aggregate purchase price divided by $26.00 per share of Parent Common Stock; plus (ii) an additional number of shares of Parent
Common Stock, which will be determined prior to the special meeting of stockholders of EQRx (the “EQRx Stockholders Meeting”) and will represent $870.0 million of the aggregate purchase price divided by the five trading day
volume-weighted average price per share of Parent Common Stock ending on the sixth business day prior to the scheduled EQRx Stockholders Meeting (the

“Pre-Meeting

VWAP”), applying a six percent
discount.

Also at the Effective Time:

•

options to acquire shares of EQRx Common Stock (“EQRx Options”) outstanding immediately prior to the Effective Time will be accelerated in full immediately prior to the Effective Time, and each EQRx Option with a per share exercise price that is less than the Per Share Value (as defined below) (an “In-the-Money EQRx Option”) will be cancelled and converted into shares of Parent Common Stock based on the Exchange Ratio after taking into account the exercise price; all EQRx Options that do not constitute In-the-Money EQRx Options will be terminated at the Effective Time for no consideration; the “Per Share Value” will be equal to the Pre-Meeting VWAP, multiplied by the Exchange Ratio (rounded down to the nearest whole cent);

•

awards of EQRx restricted stock units covering EQRx Common Stock (“EQRx RSU Awards”) outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and converted into shares of Parent Common Stock based on the Exchange Ratio; and

•

the vesting of each share of restricted EQRx Common Stock will be accelerated in full immediately prior to the Effective Time and each share of restricted EQRx Common Stock will be treated the same as all other shares of EQRx Common Stock under the Merger Agreement.

Also at the Effective Time, all outstanding and unexercised warrants to purchase shares of EQRx Common Stock (“EQRx Warrants”) will, in accordance
with their terms, be assumed by Revolution Medicines and will cease to represent a warrant exercisable for Parent Common Stock, and will become a warrant exercisable for the Merger Consideration that the holder of such EQRx Warrant would have
received if such EQRx Warrant had been exercised immediately prior to the Effective Time.

EQRx remains subject to an obligation under the definitive merger agreement dated August 5, 2021 (the
“EQRx DeSPAC Merger Agreement”) entered into in connection with its business combination transaction with EQRx International, Inc. (formerly known as EQRx, Inc.) to deliver up to 50,000,000 shares of EQRx Common Stock on the terms and
subject to the conditions specified in the EQRx DeSPAC Merger Agreement (the “EQRx

Earn-Out”).

Each share of EQRx Common Stock that is issued and outstanding immediately prior to the Effective Time
and held in escrow subject to the EQRx

Earn-Out

will be converted in the same manner as all other shares of EQRx Common Stock under the Merger Agreement. Prior to signing, EQRx delivered signed waivers and
releases from legacy EQRx International, Inc. stockholders holding rights with respect to at least a majority of the shares subject to the EQRx

Earn-Out,

pursuant to which such holders have waived (effective
immediately prior to the Effective Time) their respective rights to receive the applicable shares subject to the EQRx

Earn-Out

and any other right with respect to the EQRx

Earn-Out.

EQRx may obtain additional waivers prior to the EQRx Stockholders Meeting.

The “Exchange
Ratio” will be determined by dividing the aggregate number of shares of Parent Common Stock to be issued as Merger Consideration by the number of shares of EQRx Common Stock outstanding immediately prior to the Effective Time, determined in
accordance with the Merger Agreement. The number of shares of EQRx Common Stock outstanding for purposes of determining the Exchange Ratio will (i) take into account the number of shares of EQRx Common Stock subject to EQRx Options, EQRx RSU
Awards and EQRx Restricted Stock that will convert into shares of Parent Common Stock in the Merger, (ii) include 10% of the shares of EQRx Common Stock subject to EQRx Warrants and (iii) include 10% of the shares of EQRx Common Stock
subject to the EQRx

Earn-Out

(to the extent not waived by the applicable EQRx

Earn-Out

holder).

Governance

The Merger Agreement provides that, upon the
closing of the Mergers, the board of directors of Revolution Medicines will be comprised of ten members, including one independent director from the board of directors of EQRx designated by Revolution Medicines and EQRx. Such director designee will
be assigned to Class II of the board of directors of Revolution Medicines, the current term of which will expire at the annual meeting of Revolution Medicines’ stockholders to be held in 2025.

Conditions to the Mergers

The consummation of the
Mergers is subject to customary closing conditions, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the shares of EQRx Common Stock outstanding on the record date for the EQRx
Stockholders Meeting; (ii) the approval of the issuance of shares of the Parent Common Stock in connection with the First Merger (the “Share Issuance”) by the affirmative vote of the holders of a majority in voting power of the votes
cast at the special meeting of stockholders of Revolution Medicines (the “Revolution Medicines Stockholders Meeting”); (iii) the absence of any adverse law or order promulgated, enforced, enacted or issued by any governmental entity that
prohibits, restrains or makes illegal the consummation of the Merger; (iv) the shares of the Parent Common Stock to be issued in the First Merger being approved for listing on the Nasdaq Global Select Market; (v) the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (if applicable); (vi) the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form

S-4

filed by Revolution Medicines, which will contain the joint proxy statement/prospectus of the parties in connection with the Mergers; (vii) subject to certain materiality exceptions, the accuracy of certain
representations and warranties of each of EQRx and Revolution Medicines contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (viii) the absence of a continuing material
adverse effect with respect to each of EQRx and Revolution Medicines. The parties expect that the Mergers will be completed in November 2023, subject to satisfaction of customary closing conditions, including approval by each of Revolution
Medicines’ and EQRx’s stockholders.

Certain Other Terms of the Merger Agreement

EQRx, Revolution Medicines, Merger Sub I and Merger Sub II each made certain representations, warranties and covenants in the Merger Agreement, including,
among other things, covenants by (i) EQRx to use reasonable best efforts to conduct its business consistent with a mutually agreed operating and capital expenditure budget and use commercially reasonable efforts to wind down certain mutually
agreed programs, and to refrain from taking certain actions specified in the Merger Agreement, and (ii) Revolution Medicines to use commercially reasonable efforts to conduct its business in the ordinary course, and to refrain from taking
certain actions specified in the Merger Agreement, in each case, during the period between the execution of the Merger Agreement and consummation of the Mergers. The parties to the Merger Agreement also agreed to use reasonable best efforts to cause
the conditions of the Mergers to be satisfied and to consummate the Mergers.

Neither EQRx nor Revolution Medicines is permitted to solicit, initiate or knowingly encourage or induce, or
take any other action designed to facilitate, any competing transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing transaction proposals, subject to certain exceptions. Each of
EQRx’s or Revolution Medicines’ board of directors may change its recommendation to its stockholders in response to a superior proposal or an intervening event if such board of directors determines in good faith that the failure to take
such action would be inconsistent with the directors’ fiduciary duties under applicable law.

The Merger Agreement provides for certain termination
rights for both EQRx and Revolution Medicines, including the right of either party to terminate the Merger Agreement if the First Merger has not been consummated prior to 12:00 a.m. Eastern Time on January 31, 2024. Upon termination of the
Merger Agreement under certain specified circumstances, including (i) the termination of the Merger Agreement by EQRx or Revolution Medicines in order to enter into an alternative transaction constituting a superior proposal or (y) the
termination of the Merger Agreement by the other party due to a change in recommendation of EQRx’s or Revolution Medicines’ board of directors to its stockholders, EQRx or Revolution Medicines may be required to pay the other party a
termination fee of $25.0 million (in the case of a termination fee payable by EQRx) or $65.0 million (in the case of a termination fee payable by Revolution Medicines). In addition, if the Merger Agreement is terminated due to either
party’s failure to obtain the requisite stockholder vote under circumstances in which a termination fee is not payable, EQRx or Revolution Medicines may be required to pay the other party an expense reimbursement of up to $10.0 million.

The foregoing description of the material terms of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its
entirety by, reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form

8-K

and is incorporated herein by reference.

The Merger Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not
intended to provide any other factual information about EQRx or Revolution Medicines or to modify or supplement any factual disclosures about EQRx or Revolution Medicines in their respective SEC filings. The Merger Agreement includes
representations, warranties and covenants of EQRx and Revolution Medicines made solely for the purposes of the Merger Agreement and which may be subject to important qualifications and limitations agreed to by EQRx and Revolution Medicines in
connection with the negotiated terms of the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to certain disclosures between the parties and a
contractual standard of materiality different from those generally applicable to EQRx’s or Revolution Medicines’ SEC filings. In addition, the representations and warranties were made for purposes of allocating risk among the parties to
the Merger Agreement and should not be relied upon as establishing factual matters.

Voting Agreements

Simultaneously with the execution of the Merger Agreement, Revolution Medicines entered into voting agreements, each in substantially similar form, with
certain of the directors and executive officers of EQRx (and stockholders of EQRx with which such directors and executive officers are affiliated) who hold more than 40% of the voting shares of EQRx (collectively, the “EQRx Supporting
Stockholders” and such agreements, collectively, the “EQRx Voting Agreements”) and EQRx entered into voting agreements, each in substantially similar form, with certain of the directors and executive officers of Revolution Medicines
(and stockholders of Revolution Medicines with which such directors and executive officers are affiliated) who hold approximately 8% of the voting shares of Parent Common Stock (collectively, the “Revolution Medicines Supporting
Stockholders” and such agreements, collectively, the “Revolution Medicines Voting Agreements”).

Pursuant to the EQRx Voting Agreements,
each EQRx Supporting Stockholder has agreed, among other things, to vote or cause to be voted its respective shares of beneficially owned EQRx Common Stock (i) in favor of the Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Mergers, and (ii) against (x) any action or agreement that would reasonably be expected to result in any of the closing conditions to be performed by EQRx under the Merger Agreement not being fulfilled and
(y) any competing transaction proposal (as further described in the EQRx Voting Agreements), or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, materially impede, materially interfere with or
materially and adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement. The EQRx Voting Agreements cannot be amended without Revolution Medicines’ consent.

Pursuant to Revolution Medicines Voting Agreements, each Revolution Medicines Supporting Stockholder has agreed, among other things, to vote or cause to be
voted its respective shares of beneficially owned Parent Common Stock (i) in favor of the Share Issuance and (ii) against (x) any action or agreement that would reasonably be expected to result in any of the closing conditions to be
performed by Revolution Medicines under the Merger Agreement not being fulfilled and (y) any competing transaction proposal (as further described in Revolution Medicines Voting Agreements), or any agreement, transaction or other matter that is
intended to, or would reasonably be expected to, materially impede, materially interfere with or materially and adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement. Revolution Medicines
Voting Agreements cannot be amended without EQRx’s consent.

The foregoing description of the material terms of the EQRx Voting Agreements and Revolution Medicines
Voting Agreements does not purport to be complete and is subject to, and qualified in its entirety by, reference to the form of Revolution Medicines Voting Agreement and the form of EQRx Voting Agreement, which are filed as Exhibit 10.1 and
Exhibit 99.1, respectively, to this Current Report on Form

8-K

and are incorporated herein by reference.

Lock-up

Agreements

Simultaneously with the execution of the Merger Agreement, Revolution Medicines entered into

lock-up

agreements, each
in substantially similar form, with each of the EQRx Supporting Stockholders and each of Revolution Medicines Supporting Stockholders (collectively, the

“Lock-up

Agreements”).

Pursuant to the

Lock-up

Agreements, each EQRx Supporting Stockholder and each Revolution Medicines Supporting
Stockholder (together, the

“Lock-up

Parties”) has agreed, from the Effective Time until 11:59 p.m. Eastern Time on the 90th calendar day after the date on which the transactions contemplated by the
Merger Agreement are consummated (the

“Lock-up

Period”), among other things, not to, subject to certain exceptions, sell, transfer or otherwise dispose of any shares of Parent Common Stock, including
shares of Parent Common Stock received as Merger Consideration pursuant to the Merger Agreement, beneficially owned by such EQRx Supporting Stockholder or Revolution Medicines Supporting Stockholder after the Effective Time, as applicable.
Notwithstanding the foregoing, beginning at 11:59 p.m. Eastern Time on the 30th calendar day after the date on which the transactions contemplated by the Merger Agreement are consummated, 20% of the shares of Parent Common Stock beneficially
owned by the

Lock-up

Parties as of the Effective Time, exclusive of shares of Parent Common Stock acquired by the

Lock-up

Parties during the

Lock-up

Period, may be sold, transferred or otherwise disposed of in accordance with the terms of the

Lock-up

Agreements.

The foregoing description of the material terms of the

Lock-up

Agreements does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the form of

Lock-up

Agreement, which is filed as Exhibit 99.2 to this Current Report on Form

8-K

and is
incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On August 1, 2023, Revolution Medicines and EQRx issued a joint press release announcing the entrance into the Merger Agreement described in
Item 1.01 of this Current Report on Form

8-K.

A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form

8-K.

The information contained in Item 7.01 of this Current Report on Form

8-K

(including Exhibit 99.2 attached hereto)
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 8.01

Other Events

In line with Revolution Medicines’ continued prioritization and focus of its resources on novel drug mechanisms of action targeting

RAS-addicted

cancers, Revolution Medicines does not intend to advance EQRx’s research and development portfolio following consummation of the Mergers. EQRx is expected to commence a process to wind down these
programs and return the associated intellectual property to its partner on each.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form

8-K

contains forward-looking statements within the meaning of federal securities laws,
including the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Revolution Medicines and EQRx, in light of
historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking
statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,”
“may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,”
“possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All
statements, other than

historical facts, including express or implied statements regarding the proposed transaction; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock
of Revolution Medicines contemplated by the Merger Agreement; the expected filing by Revolution Medicines of a registration statement and Joint Proxy Statement/Prospectus to be included therein; the expected timing of the closing of the proposed
transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; the competitive ability and position of the combined company; Revolution
Medicines’ expectation to not advance EQRx’s research and development portfolio following closing of the proposed transaction; EQRx’s expectation to wind down its programs; and any assumptions underlying any of the foregoing, are
forward-looking statements. Important factors that could cause actual results to differ materially from Revolution Medicines’ and EQRx’s plans, estimates or expectations described in such forward-looking statements could include, but are
not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Revolution Medicines’ and EQRx’s businesses and the price of their respective securities;
(ii) uncertainties as to the timing of the consummation of the proposed transaction; (iii) the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction, including stockholder
approvals by both Revolution Medicines’ stockholders and EQRx’s stockholders, and the potential failure to satisfy the other conditions to the consummation of the transaction; (iv) that the proposed transaction may involve unexpected
costs, liabilities or delays; (v) the effect of the announcement, pendency or completion of the proposed transaction on each of Revolution Medicines’ or EQRx’s ability to attract, motivate, retain and hire key personnel and maintain
relationships with customers, distributors, suppliers and others with whom Revolution Medicines or EQRx does business, or on Revolution Medicines’ or EQRx’s operating results and business generally; (vi) that the proposed transaction
may divert management’s attention from each of Revolution Medicines’ and EQRx’s ongoing business operations; (vii) the risk of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed
transaction thereupon, including resulting expense or delay; (viii) that Revolution Medicines or EQRx may be adversely affected by other economic, business and/or competitive factors; (ix) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transaction, including in circumstances which would require Revolution Medicines or EQRx to pay a termination fee; (x) the risk that
restrictions during the pendency of the proposed transaction may impact Revolution Medicines’ or EQRx’s ability to pursue certain business opportunities or strategic transactions; (xi) the risk that Revolution Medicines or EQRx may be
unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals may delay the consummation of the proposed transaction or result in the imposition of conditions
that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (xii) the risk that the anticipated benefits of the proposed transaction may otherwise not be fully realized or
may take longer to realize than expected; (xiii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiv) risks relating to the value of Revolution Medicines securities to be issued in the proposed
transaction; (xv) the risk that integration of the proposed transaction post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects expected from the transaction; (xvi) the effect of
the announcement, pendency or completion of the proposed transaction on the market price of the common stock of each of Revolution Medicines and the common stock and publicly traded warrants of EQRx; (xvii) the implementation of each of
Revolution Medicines’ and EQRx’s business model and strategic plans for product candidates and pipeline, and challenges inherent in developing, commercializing, manufacturing, launching, marketing and selling potential existing and new
products; (xviii) the scope, progress, results and costs of developing Revolution Medicines’ and EQRx’s product candidates and any future product candidates, including conducting preclinical studies and clinical trials, and otherwise
related to the research and development of Revolution Medicines’ and EQRx’s pipeline; (xix) the timing and costs involved in obtaining and maintaining regulatory approval for Revolution Medicines’ and EQRx’s current or
future product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product; (xx) the market for, adoption (including rate and degree of market acceptance) and pricing and reimbursement of Revolution
Medicines’ and EQRx’s product candidates and their respective abilities to compete with therapies and procedures that are rapidly growing and evolving; (xxi) uncertainties in contractual relationships, including collaborations,
partnerships, licensing or other arrangements and the performance of third-party suppliers and manufacturers; (xxii) the ability of each of Revolution Medicines and EQRx to establish and maintain intellectual property protection for products or
avoid or defend claims of infringement; (xxiii) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of each of
Revolution Medicines’ and EQRx’s traded securities; (xxiv) risks relating to competition within the industry in which each of Revolution Medicines and EQRx operate; (xxv) the unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war or hostilities; (xxvi) whether the termination of EQRx’s license agreements and/or discovery collaboration agreements may impact its or Revolution Medicines’ ability
to license in additional programs in the future and the risk of delays or unforeseen costs in terminating such arrangements; (xxvii) risks that restructuring costs and charges may be

greater than anticipated or incurred in different periods than anticipated; (xxviii) the risk that EQRx’s restructuring efforts may adversely affect its programs and its ability to
recruit and retain skilled and motivated personnel, and may be distracting to employees and management; and (xxix) the risk that EQRx’s restructuring or wind-down efforts may negatively impact its business operations and reputation with or
ability to serve counterparties or may take longer to realize than expected, as well as each of Revolution Medicines’ and EQRx’s response to any of the aforementioned factors. Additional factors that may affect the future results of
Revolution Medicines and EQRx are set forth in their respective filings with the SEC, including each of Revolution Medicines’ and EQRx’s most recently filed Annual Reports on Form

10-K,

subsequent
Quarterly Reports on

Form 10-Q,

Current Reports on Form

8-K

and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in
particular Item 1A of Revolution Medicines’ Quarterly Report on

Form 10-Q

for the quarterly period ended March 31, 2023 under the heading “Risk Factors,” and Item 1A of each of
EQRx’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2022 and Quarterly Report on

Form 10-Q

for the quarterly period ended
March 31, 2023 under the headings “Risk Factors.” The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Revolution Medicines and EQRx and their respective
businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers should also carefully review the risk factors described in other documents that Revolution Medicines and
EQRx file from time to time with the SEC. Except as required by law, each of Revolution Medicines and EQRx assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the
future.

Additional Information and Where to Find It

In connection with the proposed transaction, Revolution Medicines and EQRx plan to file with the SEC and mail or otherwise provide to their respective security
holders a joint proxy statement/prospectus regarding the proposed transaction (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”). INVESTORS AND REVOLUTION MEDICINES’ AND EQRX’S RESPECTIVE
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF REVOLUTION MEDICINES AND EQRX WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Revolution Medicines’ investors and security holders may obtain a free copy of the Joint Proxy Statement/Prospectus and other documents that Revolution
Medicines files with the SEC (when available) from the SEC’s website at www.sec.gov and Revolution Medicines’ website at ir.revmed.com. In addition, the Joint Proxy Statement/Prospectus and other documents filed by Revolution Medicines
with the SEC (when available) may be obtained from Revolution Medicines free of charge by directing a request to Eric Bonach, H/Advisors Abernathy at

eric.bonach@h-advisors.global.

EQRx’s investors and security holders may obtain a free copy of the Joint Proxy Statement/Prospectus and other documents that EQRx files with the SEC
(when available) from the SEC’s website at www.sec.gov and EQRx’s website at investors.eqrx.com. In addition, the Joint Proxy Statement/Prospectus and other documents filed by EQRx with the SEC (when available) may be obtained from EQRx
free of charge by directing a request to EQRx’s Investor Relations at investors@eqrx.com.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, nor shall
there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Revolution Medicines, EQRx and their respective directors, executive officers, other members of management, certain employees and other persons may be deemed
to be participants in the solicitation of proxies from the security holders of Revolution Medicines and EQRx in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of
Revolution Medicines’ directors and executive officers in Revolution Medicines’ Annual Report on Form

10-K

for the fiscal year ended December 31, 2022, which was filed with the SEC on
February 27, 2023, and Revolution Medicines’ definitive proxy statement on Schedule 14A for its 2023 annual meeting of stockholders, which was filed with the SEC on April 26, 2023. To the extent holdings of Revolution Medicines’
securities by Revolution Medicines’ directors and executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on subsequent Statements of Changes in Beneficial Ownership on
Form 4 filed with the SEC. Security holders may obtain information regarding the names, affiliations and interests of EQRx’s directors and executive officers in EQRx’s Annual Report on

Form 10-K

for the fiscal year ended December 31, 2022, which was filed with the SEC on February 23, 2023, and in certain of EQRx’s Current Reports on Form

8-K.

To the extent holdings of EQRx’s securities by EQRx’s directors and executive officers have changed since the amounts set forth in such Annual Report on

Form 10-K,

such changes have been or will be reflected on subsequent Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such
individuals in the proposed transaction will be included in the Joint Proxy Statement/Prospectus relating to the proposed transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s
website at www.sec.gov, Revolution Medicines’ website at www.revmed.com and EQRx’s website at www.eqrx.com.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION
2.1*		Agreement and Plan of Merger, dated July 31, 2023, by and among Revolution Medicines, Inc., EQRx, Inc., Equinox Merger Sub I, Inc. and Equinox Merger Sub II LLC.
10.1		Form of Voting Agreement, dated as of July 31, 2023, by and among Revolution Medicines, Inc. and certain stockholders of EQRx, Inc.
99.1		Form of Voting Agreement, dated as of July 31, 2023, by and among EQRx, Inc. and certain stockholders of Revolution Medicines, Inc.
99.2		Form of Lock-Up Agreement, dated as of July 31, 2023, by and between Revolution Medicines, Inc. and certain stockholders of EQRx, Inc. and Revolution Medicines, Inc.
99.3**		Joint Press Release of EQRx, Inc. and Revolution Medicines, Inc., dated August 1, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*

The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Registrant will furnish copies of such schedules to the SEC upon request by the Commission; provided, that Revolution Medicines may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

**	Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

				EQRx, Inc.
Date: August 1, 2023				By:		/s/ Melanie Nallicheri
				Name:		Melanie Nallicheri
				Title:		President and Chief Executive Officer

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

REVOLUTION MEDICINES,
INC.

,

a Delaware corporation,

EQRX, INC.

,

a Delaware
corporation,

EQUINOX MERGER SUB I, INC.

,

a Delaware corporation

and

EQUINOX MERGER SUB II LLC

,

a Delaware limited liability company

Dated as of July 31, 2023

TABLE OF CONTENTS

						Page
Article 1 Description of Transaction							2
		Section 1.1		The Mergers			2
		Section 1.2		Effects of the Mergers			3
		Section 1.3		Closing			3
		Section 1.4		Effective Time			3
		Section 1.5		Certificate of Incorporation and Bylaws; Directors and Officers			3
		Section 1.6		Conversion of Shares in the First Merger			4
		Section 1.7		Conversion of Shares in the Second Merger			5
		Section 1.8		Closing of the Company’s Transfer Books			5
		Section 1.9		Exchange of Company Stock Certificates and Book Entry Shares			5
		Section 1.10		No Appraisal Rights			7
		Section 1.11		Treatment of Equity Awards; Company Warrants			7
		Section 1.12		Directors of Parent			8
		Section 1.13		Further Action			9
Article 2 Representations and Warranties of the Company							9
		Section 2.1		Organization and Good Standing			9
		Section 2.2		Due Authorization; Agreement			10
		Section 2.3		Capitalization			10
		Section 2.4		No Conflicts; No Consents Required			12
		Section 2.5		Inapplicability of Takeover Laws			13
		Section 2.6		Board Approval; Vote Required			13
		Section 2.7		SEC Filings; Financial Statements			14
		Section 2.8		Disclosure Controls; Accounting Controls			14
		Section 2.9		Absence of Changes			15
		Section 2.10		Disclosure			15
		Section 2.11		Absence of Undisclosed Liabilities			15
		Section 2.12		Legal Proceedings; Orders			16
		Section 2.13		Title to Assets			16
		Section 2.14		Contracts			16
		Section 2.15		Intellectual Property			18
		Section 2.16		Transactions with Affiliates			20
		Section 2.17		Taxes			20
		Section 2.18		Compliance with Laws			22
		Section 2.19		Environmental Matters			22
		Section 2.20		Insurance			22
		Section 2.21		Employee Benefits and Labor Matters			22
		Section 2.22		Cybersecurity; Data Protection			26
		Section 2.23		No Unlawful Payments			27
		Section 2.24		Healthcare Regulatory Matters			28
		Section 2.25		Governmental Authorizations			28
		Section 2.26		Real Property			29
		Section 2.27		Ownership of Parent Common Stock			29
		Section 2.28		Opinion of Financial Advisor			29
		Section 2.29		Brokers			29
		Section 2.30		CFIUS			29

i

						Page
Article 3 Representations and Warranties of Parent and Merger Subs							30
		Section 3.1		Organization and Good Standing; Subsidiaries			30
		Section 3.2		Due Authorization; Agreement			30
		Section 3.3		Capitalization			31
		Section 3.4		No Conflicts; No Consents Required			32
		Section 3.5		Inapplicability of Takeover Laws			33
		Section 3.6		Board Approval; Vote Required			33
		Section 3.7		Valid Issuance			33
		Section 3.8		SEC Filings; Financial Statements			33
		Section 3.9		Disclosure Controls; Accounting Controls			34
		Section 3.10		Absence of Changes			35
		Section 3.11		Disclosure			35
		Section 3.12		Absence of Undisclosed Liabilities			35
		Section 3.13		Legal Proceedings; Orders			35
		Section 3.14		Title to Assets			36
		Section 3.15		Intellectual Property			36
		Section 3.16		Transactions with Affiliates			37
		Section 3.17		Compliance with Laws			37
		Section 3.18		Taxes			37
		Section 3.19		Environmental Matters			37
		Section 3.20		Insurance			38
		Section 3.21		Employee Benefits and Labor Matters			38
		Section 3.22		Cybersecurity; Data Protection			39
		Section 3.23		No Unlawful Payments			40
		Section 3.24		Healthcare Regulatory Matters			40
		Section 3.25		Governmental Authorizations			41
		Section 3.26		Merger Subs			41
		Section 3.27		Ownership of Company Common Stock			41
		Section 3.28		Brokers			41
		Section 3.29		CFIUS			41
Article 4 Certain Pre-Closing Covenants of the Parties							42
		Section 4.1		Access and Investigation			42
		Section 4.2		Operation of the Business of the Company			42
		Section 4.3		Operation of the Business of Parent			45
		Section 4.4		Calculation of Outstanding Company Shares			46
Article 5 Additional Covenants of the Parties							47
		Section 5.1		Registration Statement; Joint Proxy Statement/Prospectus			47
		Section 5.2		Stockholders’ Meetings			48
		Section 5.3		Company Acquisition Proposals; Company Change in Recommendation			50
		Section 5.4		Parent Acquisition Proposals; Parent Change in Recommendation			54
		Section 5.5		Indemnification of Officers and Directors			58
		Section 5.6		Regulatory Approvals and Related Matters			60
		Section 5.7		Publicity			61
		Section 5.8		Tax Matters			62
		Section 5.9		Listing; De-listing and De-registration			62
		Section 5.10		Resignation of Officers and Directors			62
		Section 5.11		Takeover Statute			63
		Section 5.12		Control of the Company’s or Parent’s Operations			63

ii

						Page
		Section 5.13		Section 16 Matters			63
		Section 5.14		Approval by Sole Stockholder of Merger Sub I			63
		Section 5.15		Securityholder Litigation			63
		Section 5.16		Employee Matters			64
		Section 5.17		Earn-Out Waiver and Release; Certain Amendments			65
Article 6 Conditions							66
		Section 6.1		Conditions to Each Party’s Obligation			66
		Section 6.2		Conditions to Obligations of Parent and the Merger Subs			67
		Section 6.3		Conditions to Obligations of the Company			67
		Section 6.4		Frustration of Closing Conditions			68
Article 7 Termination							68
		Section 7.1		Termination by Mutual Consent			68
		Section 7.2		Termination by Either Parent or the Company			68
		Section 7.3		Termination by Parent			69
		Section 7.4		Termination by the Company			69
		Section 7.5		Effect of Termination			70
		Section 7.6		Termination Fees			70
		Section 7.7		Remedies			71
Article 8 Miscellaneous Provisions							72
		Section 8.1		Expenses			72
		Section 8.2		Amendment			72
		Section 8.3		Waiver			73
		Section 8.4		Survival			73
		Section 8.5		Entire Agreement; Counterparts; Exchanges by Electronic Transmission			73
		Section 8.6		Governing Law and Venue; Waiver of Jury Trial			73
		Section 8.7		Specific Performance			74
		Section 8.8		Disclosure Schedules			74
		Section 8.9		Assignability			75
		Section 8.10		No Third Party Beneficiaries			75
		Section 8.11		Notices			75
		Section 8.12		Severability			76
		Section 8.13		No Other Representations and Warranties			76
		Section 8.14		Construction			77

Exhibits
		Exhibit A		-		Definitions
		Exhibit B-1		-		Form of Certificate of Incorporation of First Merger Surviving Corporation
		Exhibit B-2		-		Form of Bylaws of First Merger Surviving Corporation
		Exhibit B-3		-		Form of Certificate of Formation of Surviving Company
		Exhibit B-4		-		Form of Limited Liability Company Agreement of Surviving Company

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER

(this “

Agreement

”) is made and entered into as of July 31, 2023, by and among

REVOLUTION MEDICINES, INC.

, a Delaware corporation (“

Parent

”),

EQRX, INC.

, a Delaware corporation (the “

Company

”),

EQUINOX MERGER SUB I, INC.

, a Delaware corporation and a wholly owned
Subsidiary of Parent (“

Merger Sub I

”), and

EQUINOX MERGER SUB II LLC

, a Delaware limited liability company and wholly owned Subsidiary of Parent (“

Merger Sub II

” and, together with Merger Sub I, the
“

Merger Subs

” and each a “

Merger Sub

”). Parent, the Company and the Merger Subs are each sometimes referred to herein as a “

Party

” and, collectively, as the “

Parties

.” Certain
capitalized terms used in this Agreement are defined in

Exhibit




A

.

RECITALS

(A)    Parent, the Company and the Merger Subs intend to effect a business combination through (i) the merger of
Merger Sub I with and into the Company, with the Company being the surviving corporation, in accordance with this Agreement and the DGCL (the “

First Merger

”), and (ii) as soon as practicable following the First Merger and, in
any case, on the same day as the Effective Time, and as the second step in a single integrated transaction with the First Merger, the merger of the Company (as the surviving corporation following the First Merger) with and into Merger Sub II, with
Merger Sub II being the surviving company, in accordance with this Agreement, the DGCL and the DLLCA (the “

Second Merger

” and, together with the First Merger, the “

Mergers

”).

(B)    The board of directors of the Company (the “

Company Board

”) has (i) determined that the
Contemplated Transactions, including the Mergers, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions, and
(iii) resolved to recommend the adoption of this Agreement by the Company’s stockholders.

(C)    The board
of directors of Parent (the “

Parent Board

”) has (i) approved this Agreement and the Contemplated Transactions, and (ii) resolved to recommend the approval of the issuance of the Parent Common Stock pursuant to this
Agreement by Parent’s stockholders.

(D)    The board of directors of Merger Sub I, by resolutions duly adopted,
has (i) determined that the Contemplated Transactions, including the First Merger, are advisable and in the best interests of Merger Sub I and its sole stockholder, and (ii) approved and declared advisable this Agreement and the
Contemplated Transactions.

(E)    The managing member of Merger Sub II, by resolutions duly adopted, has
(i) determined that the Contemplated Transactions, including the Second Merger, are advisable and in the best interests of Merger Sub II and the sole member, and (ii) approved and declared advisable this Agreement and the Contemplated
Transactions.

(F)    Concurrently with the execution and delivery of this Agreement, and as a condition and
inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement with Parent (the “

Company Stockholder Voting Agreement

”) pursuant to which each such
stockholder has agreed, among other things, to vote the shares of Company Common Stock it holds in favor of this Agreement, the Mergers and the other Contemplated Transactions.

(G)    Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the
Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement with the Company (the “

Parent Voting Agreement

”), pursuant to which such stockholders have agreed, among other
things, to vote to approve the issuance of the Parent Common Stock pursuant to this Agreement.

1

(H)    Concurrently with the execution and delivery of this Agreement,
and as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement with Parent (the “

Company Stockholder

Lock-Up

Agreement

”), pursuant to which each such stockholder has agreed, among other things, not to effect any sale or other transfer of any Parent Common Stock held by any of them during the

lock-up

period described therein.

(I)    Concurrently with the execution and
delivery of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement with Parent (the “

Parent

Lock-Up

Agreement

”), pursuant to which each such stockholder has agreed, among other things, not to effect any sale or other transfer of any Parent Common Stock held by any of them during the

lock-up

period described therein.

(J)    Prior to the execution and delivery of
this Agreement, and as a condition and inducement to Parent’s and the Company’s willingness to enter into this Agreement, certain former stockholders (the “

Legacy Company Stockholders

”) of EQRx International, Inc.
(successor in interest to Clover III Merger Sub Inc.), a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“

EQRx International

”), constituting “Company Stockholders” (as defined in the Company
DeSPAC Merger Agreement) and certain Persons constituting

“Earn-Out

Service Providers” (as defined in the Company DeSPAC Merger Agreement) (such Legacy Company Stockholders and other Persons,
collectively, the “

Signing

Earn-Out

Waiver Parties

”), that, collectively, would (as of the date hereof) be entitled to receive at least 53% of the Company

Earn-Out

Shares in the event such Company

Earn-Out

Shares were released from escrow in accordance with the terms and conditions of the Company

Earn-Out,

have executed

Earn-Out

Waiver and Release Agreements pursuant to which such Signing

Earn-Out

Waiver Parties have agreed to
waive (and assigned, transferred and conveyed to the Company) their respective rights to receive any Company

Earn-Out

Shares and any other right, title and interest in and to any Company

Earn-Out

Shares and to the Company

Earn-Out,

such waiver to take effect immediately prior to the consummation of the First Merger, and have agreed to release all claims with
respect to the Company

Earn-Out.

(K)    For U.S. federal income Tax
purposes, the Parties intend that the Mergers, taken together, be treated as a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (the “

Intended Tax
Treatment

”), and that this Agreement qualify as, a “plan of reorganization” within the meaning of Treasury Regulations

Sections 1.368-2(g).

AGREEMENT

NOW

,

THEREFORE

, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE 1

DESCRIPTION OF TRANSACTION

Section 1.1

The Merger


s

.

(a)    Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub I shall
be merged with and into the Company and the separate corporate existence of Merger Sub I shall thereupon cease. The Company shall be the surviving corporation in the First Merger (the “

First Merger Surviving Corporation

”) and shall
continue as a wholly owned Subsidiary of Parent.

(b)    As part of a single integrated plan, as soon as practicable
following the Effective Time and, in any case, on the same day as the Effective Time, the First Merger Surviving Corporation shall be merged with and into Merger Sub II and the separate corporate existence of the First Merger Surviving Corporation
shall

2

thereupon cease. Merger Sub II shall be the surviving company in the Second Merger (the “

Surviving Company

”) and shall continue as a wholly owned Subsidiary of Parent.

Section 1.2

Effects of the Mergers

. The First Merger shall have the effects
set forth in this Agreement and in the applicable provisions of the DGCL. The Second Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and DLLCA.

Section 1.3

Closing

. The consummation of the First Merger (the
“

Closing

”) shall take place (a) via electronic exchange of required Closing documentation, as soon as reasonably practicable, and in no event later than two Business Days after the satisfaction or waiver of the last to be
satisfied or waived of the conditions set forth in

Article 6

(other than the conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or (b) at such other
place and time and/or on such other date as Parent and the Company may otherwise mutually agree in writing. The date on which the Closing actually takes place is referred to as the “

Closing Date

.”

Section 1.4

Effective Time

.

(a)    Upon the Closing, Merger Sub I and the Company shall cause a Certificate of Merger satisfying the applicable
requirements of the DGCL (the “

First Certificate of Merger

”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware, and shall make all other filings and recordings required under the DGCL.
The First Merger shall become effective at the time of the filing of such First Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as may be designated jointly by Parent and the Company, and specified
in such First Certificate of Merger in accordance with the applicable requirements of the DGCL (such time as the First Merger becomes effective, the “

Effective Time

”).

(b)    As soon as practicable after the Effective Time and, in any case, on the same day as the Effective Time, the First
Merger Surviving Corporation and Merger Sub II shall cause a Certificate of Merger satisfying the applicable requirements of the DGCL and the DLLCA (the “

Second Certificate of Merger

”) to be duly executed, acknowledged and filed
with the Secretary of State of the State of Delaware, and shall make all other filings and recordings required under the DGCL and the DLLCA. The Second Merger shall become effective at the time of the filing of such Second Certificate of Merger with
the Secretary of State of the State of Delaware, or at such later time as may be designated jointly by Parent and the Company, and specified in such Second Certificate of Merger in accordance with the applicable requirements of the DGCL and the
DLLCA (such time as the Second Merger becomes effective, the “

Second Effective Time

”).

Section 1.5

Certificate of Incorporation and Bylaws; Directors and Officers

.

(a)    Subject to

Section




5.5(a)

, at the Effective Time: (i) the Certificate of
Incorporation of the Company shall be amended and restated in its entirety to be in substantially the form set forth on

Exhibit

B-1


, and as so amended and restated shall be the Certificate of
Incorporation of the First Merger Surviving Corporation until thereafter amended as provided therein or by applicable Law; and (ii) the bylaws of the Company shall be amended and restated in their entirety to be in substantially the form set
forth as

Exhibit

B-2


, and as so amended and restated shall be the bylaws of the First Merger Surviving Corporation until thereafter amended as provided therein or by applicable Law.

(b)    Subject to

Section




5.5(a)

, at the Second Effective Time: (i) the Certificate of
Formation of Merger Sub II shall be amended and restated in its entirety to be in substantially the form set forth as

Exhibit

B-3


, and as so amended and restated shall be the Certificate of Formation of
the Surviving Company until thereafter amended as provided therein or by applicable Law; and (ii) the Limited Liability Company Agreement of Merger Sub II shall be amended and restated to be in substantially the form set forth as

Exhibit

B-4


, and as so amended and restated shall be the Limited Liability Company Agreement of the Surviving Company until thereafter amended as provided therein or by applicable Law.

3

(c)    The Parties shall take all actions necessary so that the
directors and officers of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the First Merger Surviving Corporation until their successors have been duly
elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the First Merger Surviving Corporation.

(d)    The Parties shall take all actions necessary so that the managing member of Merger Sub II immediately prior to the
Second Effective Time shall, from and after the Second Effective Time, be the managing member of the Surviving Company until its successor has been duly elected or appointed and qualified or until its earlier death, resignation or removal in
accordance with the certificate of formation and limited liability company agreement of the Surviving Company.

Section 1.6

Conversion of Shares


in the First Merger

.

(a)

Conversion of Share of Company Common Stock

. On the terms and subject to the conditions of this Agreement,
at the Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Sub I, the Company or any stockholder of the Company or Merger Sub I:

(i)    any shares of Company Common Stock owned by any wholly owned Subsidiary of the Company immediately
prior to the Effective Time (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(ii)    any shares of Company Common Stock owned by Parent, the Merger Subs or any other wholly owned
Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(iii)    except as provided in

Section




1.6(a)(i)

and

Section




1.6(a)(ii)

(the “

Excluded Shares

”) and subject to

Section




1.6(b)

and

Section




1.6(c)

, each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time, including each share of Company Restricted Stock, shall be automatically converted into the right to receive a number of validly issued, fully paid and nonassessable share(s) of Parent Common Stock equal to
the Exchange Ratio (the aggregate shares of Parent Common Stock issued by applying the Exchange Ratio in accordance with this

Section




1.6(a)(iii)

, the “

Merger Consideration

”); and

(iv)    each share of the Common Stock, $0.0001 par value per share, of Merger Sub I outstanding
immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the First Merger Surviving Corporation, and such converted shares shall
constitute the only outstanding shares of capital stock of the First Merger Surviving Corporation.

(b)

Adjustments to Exchange Ratio

. If, between the time of calculating the Exchange Ratio and the Effective
Time, the outstanding shares of Company Common Stock or Parent Common Stock are changed into, or exchanged for, a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock
split, combination of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be equitably adjusted to the extent necessary to provide the holders of Company Common Stock and Parent Common Stock with
the same economic effect as contemplated by this Agreement prior to such stock split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization or other similar transaction;

provided

,

however

, that nothing herein will be construed to permit the Company or Parent to take any action with respect to the Company Common Stock or Parent Common Stock, respectively, that is prohibited by the terms of this
Agreement.

(c)

Fractional Shares

. No fractional shares of Parent Common Stock shall be issued in connection
with the First Merger, and no certificates or scrip for any such fractional shares shall be issued upon the surrender for exchange of shares of Company Common Stock, and such fractional share interests shall not entitle the owner

4

thereof to vote or to any other rights of a stockholder of Parent. Any holder of shares of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent
Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Company Stock Certificate(s), or Book Entry Shares, be paid in
cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on the Nasdaq Global Select Market on the last Business Day prior to the
date on which the First Merger becomes effective.

Section 1.7

Conversion of
Shares in the Second Merger

. On the terms and subject to the conditions of this Agreement, at the Second Effective Time, by virtue of the Second Merger and without any further action on the part of Parent, Merger Sub II, the First Merger
Surviving Corporation, any stockholder of the First Merger Surviving Corporation or any member of Merger Sub II:

(a)    each share of the common stock, $0.0001 par value per share, of the First Merger Surviving Corporation outstanding
immediately prior to the Second Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and

(b)    each limited liability company interest of Merger Sub II outstanding immediately prior to the Second Effective Time
shall remain unchanged and continue to remain outstanding as a limited liability company interest in the Surviving Company.

Section 1.8

Closing of the Company


’


s Transfer Books

. At the Effective Time: (a)


all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time
shall automatically be canceled and retired and shall cease to exist, and (i)


each certificate formerly representing shares of Company Common Stock (a “

Company Stock Certificate

”) (other than Excluded Shares) and
(ii)


each

non-certificated

share of Company Common Stock formerly represented by book entry (a “

Book Entry Share

”) (other than Excluded Shares) shall thereafter represent only the right
to receive the Merger Consideration pursuant to

Section




1.6(a)(iii)

, cash in lieu of any fractional share of Parent Common Stock pursuant to

Section




1.6(c)

and any dividends or other distributions
pursuant to

Section




1.9(d)

, without interest, in each case, to be issued or paid in consideration therefor upon surrender of such Company Stock Certificate or Book Entry Share in accordance with

Section


1.9

; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of
Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid Company Stock Certificate or a Book Entry Share is presented to the Exchange Agent or to the First Merger Surviving
Corporation, the Surviving Company or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in

Section 1.9

.

Section 1.9

Exchange of Company Stock Certificates


and Book Entry
Shares

.

(a)    Prior to the dissemination of the Joint Proxy Statement/Prospectus to the stockholders of Parent
and the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent for payment and delivery of the Merger Consideration (the “

Exchange Agent

”). Prior to
the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent (i) evidence of

non-certificated

shares of Parent Common Stock represented by book entry issuable pursuant to

Section




1.6(a)(iii)

, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with

Section




1.6(c)

. The shares of Parent Common Stock and cash so deposited with the
Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the “

Exchange Fund

.”

(b)    Promptly after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company
Stock Certificates or Book Entry Shares (in each case, other than Excluded Shares) immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such

5

provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or
Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates (or affidavits of loss in lieu thereof as provided in

Section




1.9(c)

) to the Exchange Agent) or Book Entry Shares); and (ii) instructions for use in effecting the surrender of Company Stock Certificates (or affidavits of loss in lieu thereof as provided in

Section




1.9(c)

) or Book Entry Shares in exchange for

non-certificated

shares of Parent Common Stock in book entry form. Upon surrender of a Company Stock Certificate (or affidavit of
loss in lieu thereof, as provided in

Section




1.9(c)

) or Book Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the
Exchange Agent or Parent: (A) the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive, and the Exchange Agent shall in exchange therefor transfer from the Exchange Fund to such holder the number of whole
shares of Parent Common Stock that such holder has the right to receive pursuant to

Section




1.6(a)(iii)

(and cash in lieu of any fractional share of Parent Common Stock pursuant to

Section




1.6(c)

and any dividends or other distributions pursuant to

Section




1.9(d)

), less any required Tax withholdings as provided in

Section




1.9(f)

; and (B) the Company Stock Certificate or Book Entry
Share so surrendered shall be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the applicable portion of Merger Consideration and cash in lieu of any
fractional share of Parent Common Stock to be exchanged upon due surrender of the Company Stock Certificate or Book Entry Share may be issued and paid to such transferee if the Company Stock Certificate formerly representing such shares of Company
Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. Parent and the Company shall
cooperate prior to the Closing Date to establish procedures with the Exchange Agent and the Depository Trust Company (“

DTC

”) to ensure that the Exchange Agent will transmit to DTC or its nominees promptly on or after the Closing
Date, upon surrender of the Book Entry Shares held by DTC or its nominees in accordance with DTC’s customary procedures, the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock.

(c)    In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed, and, if required by Parent or the Exchange Agent, the posting by such Person of a bond in such reasonable amount as Parent or the Exchange
Agent, as applicable, may direct as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, the
number of whole shares of Parent Common Stock that such holder would otherwise have had the right to receive pursuant to

Section




1.6(a)(iii)

(and cash in lieu of any fractional share of Parent Common Stock pursuant to

Section




1.6(c)

and any dividends or other distributions pursuant to

Section




1.9(d)

), less any required Tax withholdings as provided in

Section




1.9(f)

, had such lost,
stolen or destroyed Certificate been surrendered.

(d)    All shares of Parent Common Stock to be issued pursuant to

Section




1.6(a)(iii)

shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is
after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to

Section




1.6(a)(iii)

. No dividends or other distributions in
respect of the Parent Common Stock issued pursuant to

Section




1.6(a)(iii)

shall be paid to any holder of any

un-surrendered

Company Stock Certificate or Book Entry Share until such
Company Stock Certificate (or affidavit of loss in lieu thereof, as provided in

Section




1.9(c)

) or Book Entry Share is surrendered for exchange in accordance with this

Section




1.9

. Subject to the
effect of applicable Laws, following surrender of any such Company Stock Certificate (or affidavit of loss in lieu thereof, as provided in

Section




1.9(c)

) or Book Entry Share, there shall be issued and/or paid to the holder
of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (i) promptly following such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with
respect to such whole shares of Parent Common Stock that have not been paid, and (ii) at the

6