Material Event Form 8 K

Amendment to Transaction Agreement

As previously disclosed, on August 8, 2024, Recursion Pharmaceuticals, Inc., a Delaware corporation ("Recursion"), and Exscientia plc, a public limited company incorporated under the laws of England and Wales with registered number 13483814 ("Exscientia"), entered into a transaction agreement (the "Transaction Agreement"), pursuant to which, subject to the terms and conditions set forth therein, including the requisite approval of each of Recursion's stockholders and Exscientia's shareholders, Recursion will acquire the entire issued and to be issued share capital of Exscientia pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the "Scheme of Arrangement" and such transaction, the "Transaction").

On November 5, 2024, the parties to the Transaction Agreement executed the First Amendment to the Transaction Agreement (the "Amendment") to provide that, (i) prior to the effective time of the Scheme of Arrangement (the "Effective Time") and effective as of the Effective Time, Recursion will appoint to its board of directors one (1) member of Exscientia's board of directors selected by Exscientia, subject to Recursion's approval in compliance with the fiduciary duties of the Recursion board of directors, and (ii) prior to (or as promptly as practicable following) the Effective Time, Recursion will appoint to its board of directors one (1) additional individual if mutually agreed upon, prior to the Effective Time by Exscientia and Recursion and subject to the fiduciary duties of the Recursion board of directors, and subject in each case to such individual's willingness and ability to serve on the Recursion board of directors at the time of appointment.

The foregoing description of the Amendment is subject to, and qualified in its entirety by, the Amendment, which will be filed by Recursion with the U.S. Securities and Exchange Commission and a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.