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I.
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Appointment and Authorization of Agents of Schrodinger Equity Holdings,
LLC.
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A.
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David E. Shaw, acting for Schrodinger Equity Holdings, LLC (the
“LLC”) in his capacity as Manager of the LLC pursuant to Section
6.02(a)(i) of the LLC’s
Limited Liability Company Agreement (the “LLC
Agreement”) hereby constitutes, designates and appoints Charles Ardai as
the LLC’s authorized agent, to:
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(i).
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prepare, execute in the name and on
behalf of the LLC and submit to the
U.S. Securities and Exchange Commission (the
“SEC”) a Form ID (or any successor
form), including amendments thereto, and any other documents necessary
or appropriate to obtain codes and passwords enabling the LLC to
make electronic filings with the SEC of reports required by the Securities
Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation
of the SEC;
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(ii).
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execute for and on behalf of the LLC any
filings required under the
Securities Act of 1933 (the “Securities Act”) or the
Exchange Act in connection with the LLC’s interests in Schrödinger,
Inc., including without limitation Forms 3, 4 and 5, any filings made pursuant
to Rule 144 promulgated under the
Securities Act, and any filings made pursuant to Section 13(d) or
13(g) of the Exchange Act; and make any communications with Schrödinger,
Inc. concerning Schrödinger, Inc.’s disclosures pursuant to the
Securities Act or the Exchange Act
regarding the LLC’s interests in Schrödinger, Inc.;
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(iii).
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do and perform any and all acts for and on behalf of the LLC
which may be necessary or desirable to complete and execute any filings required
under the Securities Act or the Exchange Act in connection with the
undersigned’s interests in Schrödinger, Inc.; complete and execute
any amendment or amendments thereto; timely file such filings with the SEC and
any stock exchange or similar
authority; and make any communications with Schrödinger, Inc.
concerning Schrödinger, Inc.’s disclosures pursuant to the Securities
Act or the Exchange Act regarding the LLC’s interests in Schrödinger,
Inc; and
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(iv).
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take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such authorized agent, may be of
benefit
to, in the best interest of, or legally required of, the LLC, it
being understood that the documents executed by such authorized agent on behalf
of the LLC pursuant to this appointment and authorization shall be in such form
and shall contain
such terms and conditions as such authorized agent may approve in
such authorized agent’s discretion.
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B.
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David E. Shaw, acting for the LLC in his capacity as Manager of the LLC
pursuant to Section 6.02(a)(i) of the LLC Agreement, hereby constitutes,
designates and
appoints Michael Nowicki and Bryant Park of the law firm Skadden,
Arps, Slate, Meagher & Flom LLP, so long as they are employed by that firm,
as the LLC’s authorized agents, each with full power to act alone and
without the other, to:
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(i).
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prepare, execute in the name and on behalf of the LLC, and submit to the
SEC a Form ID (or any successor form), including amendments thereto, and any
other
documents necessary or appropriate to obtain codes and passwords
enabling the LLC to make electronic filings with the SEC of reports required by
the Exchange Act or any rule or regulation of the SEC; and
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(ii).
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subject to the prior approval of Charles Ardai in each instance, take any
other action of any type whatsoever in connection with the foregoing which, in
the
opinion of such authorized agent, may be of benefit to, in the best
interest of, or legally required of, the LLC, it being understood that the
documents executed by such authorized agent for and on behalf of the LLC shall
be in such form and
shall contain such terms and conditions as such authorized agent may
approve in such authorized agent’s discretion subject to the
aforementioned approval by Charles Ardai.
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II.
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Power of
Attorney.
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KNOW ALL PERSONS BY THESE PRESENTS that the
undersigned David E. Shaw hereby constitutes, designates and appoints Charles
Ardai as such person’s true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution and full power to act
alone, for the undersigned and in the undersigned’s name, place and stead,
in any and all capacities,
to:
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A.
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execute for and on behalf of the
undersigned any filings required under
the Securities Act or the Exchange Act in connection with the
undersigned’s interests in Schrödinger, Inc., including without
limitation Forms 3, 4 and 5, any filings made pursuant to Rule 144 promulgated
under the Securities Act, and any
filings made pursuant to Section 13(d) or 13(g) of the Exchange
Act; and make any communications with Schrödinger, Inc. concerning
Schrödinger, Inc.’s disclosures pursuant to the Securities Act or the
Exchange Act regarding the undersigned’s
interests in Schrödinger, Inc.;
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B.
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do and perform any and all
acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any
filings required under the Securities Act or the Exchange Act in connection with the
undersigned’s interests in Schrödinger, Inc.; complete
and execute any amendment or amendments thereto; timely file such filings with
the SEC and any stock exchange or similar authority; and make any communications
with Schrödinger, Inc.
concerning his disclosures pursuant to the Securities Act or the
Exchange Act regarding the undersigned’s interests in Schrödinger,
Inc; and
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C.
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take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit
to, in the best interest of, or legally required of, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact’s discretion.
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The undersigned hereby grants to such
attorney-in-fact full power and authority to do and perform any and every act
and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with
full power of
substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned’s responsibilities to
comply with Section 16 of the
Exchange Act.
This Appointment and Authorization of Agents
and Power of Attorney shall remain in full force and effect in each case until
revoked by the LLC or the undersigned (as applicable) in a signed
writing delivered to the foregoing agents and attorney-in-fact (as
applicable).
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SCHRODINGER EQUITY HOLDINGS, LLC
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By:
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/s/ David E. Shaw
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Name:
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David E. Shaw
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Title:
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Manager
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DAVID E. SHAW
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/s/ David E. Shaw
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