CONFIDENTIAL PROPOSED RESOLUTIONS OF THE BOARD OF DIRECTORS OF SCHRODINGER. INC. - MAY 19.2014 MEETING I. Grant of Stock Options WHEREAS, the Board of Directors (the "Board") of Schrodinger, Inc. ("Company") deems it appropriate at this time to grant options under the Company's 2010 Stock Plan, as amended (the "Plan"); WHEREAS, the Board intends that such options have an exercise price per share equal to the fair market value per share of the Company's Common Stock on this date; WHEREAS, the Board has received, reviewed and discussed the written appraisal report of Globalview Advisors LLC (the "Valuation Finn"), dated as of November 30, 2013, which report meets the requirements specified for such reports in the Treasury regulations under Internal Revenue Code Section 409A and concludes that the Company's Common Stock had a fair market value of $0.21 per share as of November 30, 2013 (the "Report Date"); and WHEREAS, the Valuation Firm's report was completed less than 12 months ago and no developments material to the fair market value of the Company's Common Stock have occurred since the Report Date. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby determines, in reliance on the Valuation Firm's written report, that the current fair market value per share of the Company's Common Stock is $0.21; RESOLVED FURTHER, that each individual named in Exhibit A attached hereto be, and such individual hereby is, granted an option under the Plan to acquire up to the number of shares of the Company's Common Stock indicated next to such individual's name in Exhibit A. Each such option shall have an exercise price per share equal to $0.21. Each such option shall be a non- statutory stock option, as provided in Exhibit A. Each such option shall have a term of 10 years from this date, subject to earlier expiration upon the termination of the optionee's service with the Company. Each such option shall be evidenced by one of the forms of Stock Option