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).
WHEREAS, the Companys board of directors (the Board) has determined that it is in the best interests of the Company and its stockholders to implement a dual class common stock structure in connection with the Companys initial public offering of its capital stock (the IPO) to, among other things, enable the Company to execute its long-term vision;
WHEREAS, in connection with the IPO, the Board has approved an Amended and Restated Certificate of Incorporation of the Company (the Amended and Restated Certificate of Incorporation), which, among other things, if effected, would create two series within a class of common stock of the Company, denominated Class A Common Stock, par value $0.00001 per share (Class A Common Stock), entitling holders to one (1) vote for each share thereof held and Class B Common Stock, par value $0.00001 per share (Class B Common Stock), entitling holders to ten (10) votes for each share thereof held, unless otherwise required by applicable law;
WHEREAS, the Amended and Restated Certificate of Incorporation further provides that each share of the Companys common stock, par value $0.00001 per share (the Common Stock) will, upon the effectiveness of the filing of the Amended and Restated Certificate of Incorporation (the Effective Time), be reclassified as, and will become, one share of Class A Common Stock;
WHEREAS, the Exchange Stockholders hold or will hold shares of Common Stock as of immediately prior to the Effective Time and all such shares of Common Stock will be reclassified as, and will become, an equal number of shares of Class A Common Stock at the Effective Time;
WHEREAS, the Board has determined that exchanging shares of Class A Common Stock that will be held by the Exchange Stockholders at the Effective Time as set forth on Exhibit A hereto for shares of Class B Common Stock as part of the implementation of the dual class common stock structure is advisable and in the best interest of the Company and all of its stockholders, including its stockholders other than the Exchange Stockholders; and
WHEREAS, the Parties intend that no gain or loss shall be recognized in the Exchange pursuant to Sections 368(a)(1)(E) and/or 1036 of the Internal Revenue Code of 1986, as amended (the Code).
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows:
EXCHANGE AND ISSUANCE OF CLASS B COMMON STOCK
1.1 Exchange of Class A Common Stock.
(a) Subject to the terms and conditions of this Agreement, immediately following the Effective Time each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the Class A Shares) and the Company shall issue, and shall be deemed to issue, to each Exchange