REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among CM Life Sciences II Inc., a Delaware corporation (the “Company”), CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between CM Life Sciences II Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between CM Life Sciences II Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
c/o Corvex Management LP New York, New York 10065Letter Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CM Life Sciences II Inc., a Delaware corporation (the “Company”), and Jefferies LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a regi
20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
Introductory. CM Life Sciences II Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC has agreed to act as a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of th
New York, NY 10065CM Life Sciences II Inc. • February 12th, 2021 • Blank checks • Delaware
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between CM Life Sciences II Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between CM Life Sciences II Inc., a Delaware corporation (the “Company”), and , a , acting solely in its capacity as investment advisor (in such capacity, the “Advisor”) to one or more investment funds, clients or accounts (collectively, “Clients”) managed from time to time by the Advisor.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between CM Life Sciences II Inc., a Delaware corporation (the “Company”), CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”), and each of the individuals and entities set forth on the signature pages hereto under “Purchasers” (together with the Sponsor, the “Purchasers”).
