REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 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 26th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 22, 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”).
c/o Corvex Management LP New York, New York 10065Underwriting Agreement • February 26th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
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 27,600,000 of the Company’s units (including up to 3,600,000 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
INDEMNITY AGREEMENTIndemnification 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”).
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 22, 2021Warrant Agreement • February 26th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 22, 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”).
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”).
New York, NY 10065Securities Subscription Agreement • February 12th, 2021 • CM Life Sciences II Inc. • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 28, 2021, by and between CM Life Sciences II Inc., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE SOMALOGIC, INC. 2021 OMNIBUS INCENTIVE PLANIncentive Stock Option Agreement • June 25th, 2021 • CM Life Sciences II Inc. • Services-commercial physical & biological research • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SomaLogic, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE SOMALOGIC, INC. 2021 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • June 25th, 2021 • CM Life Sciences II Inc. • Services-commercial physical & biological research • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SomaLogic, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SOMALOGIC, INC. 2017 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • May 14th, 2021 • CM Life Sciences II Inc. • Blank checks
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, SomaLogic, Inc. (the “Company”) has granted you an option under its 2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 26th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 22, 2021, by and between CM Life Sciences II Inc., a Delaware corporation (the “Company”), and Casdin Capital, LLC, a Delaware limited liability company, 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.
24,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SOMALOGIC, INC. 2021 OMNIBUS INCENTIVE PLANNon-Qualified Stock Option Agreement • June 25th, 2021 • CM Life Sciences II Inc. • Services-commercial physical & biological research • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SomaLogic, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AGREEMENT AND PLAN OF MERGER BY AND AMONG CM LIFE SCIENCES II, INC., S-CRAFT MERGER SUB, INC., and SomaLogic, Inc., DATED AS OF MARCH 28, 2021Merger Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 28, 2021, by and among CM Life Sciences II, Inc., a Delaware corporation (“Parent”), S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and SomaLogic, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
VOTING AGREEMENTVoting Agreement • October 4th, 2023 • SomaLogic, Inc. • Services-commercial physical & biological research • Delaware
This Voting Agreement (this “Agreement”), dated as of October 4, 2023, is by and among Standard BioTools Inc., a Delaware corporation (“Parent”), Martis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), SomaLogic, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder”, and collectively, the “Stockholders”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”), the undersigned parties listed on the signature page hereto under “Existing Holders” (the “Existing Holders”), the undersigned parties listed on the signature page hereto as “New Holders” (the “New Holders” and, together with the Existing Holders 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2022 • SomaLogic, Inc. • Services-commercial physical & biological research • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 17, 2022 (the “Effective Date”), between Troy Cox (the “Employee”), and SomaLogic, Inc. (the “Company”).
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE SOMALOGIC, INC. 2021 OMNIBUS INCENTIVE PLANRestricted Stock Award Agreement • June 25th, 2021 • CM Life Sciences II Inc. • Services-commercial physical & biological research • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SomaLogic, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 26th, 2021 • CM Life Sciences II Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 22, 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”).
SEVERANCE AGREEMENTSeverance Agreement • May 14th, 2021 • CM Life Sciences II Inc. • Blank checks • Colorado
This SEVERANCE AGREEMENT (this “Agreement”) is entered into as of September 1, 2020 (the “Effective Date”), between Larry Gold (the “Employee”), and SomaLogic, Inc. (the “Company”).
SOMALOGIC, INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2021 • CM Life Sciences II Inc. • Services-commercial physical & biological research
This FIRST AMENDMENT (“Amendment”) hereby amends that certain EMPLOYMENT AGREEMENT, entered into as of April 20, 2020 (the “Prior Agreement”), by and between SomaLogic, Inc. (the “Company”) and Roy Smythe (the “Employee” and, together with the Company, the “Parties”).
STANDARD LEASE AGREEMENT FOR OFFICE/WAREHOUSE SPACELease Agreement • February 16th, 2022 • SomaLogic, Inc. • Services-commercial physical & biological research • Colorado
THIS LEASE AGREEMENT (hereafter called the “Lease Agreement”) made as of the 10th day of February, 2022, by and between LOUISVILLE 2 INDUSTRIAL OWNER, LLC, a Delaware limited liability company (hereafter called the “Landlord”) and SOMALOGIC Operating Co., INC., a Delaware corporation (hereafter called the “Tenant”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of March 28, 2021, by and among CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”), CM Life Sciences II Inc., a Delaware corporation (“Parent”), and SomaLogic, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2021 • SomaLogic, Inc. • Services-commercial physical & biological research • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 1, 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”), the undersigned parties listed on the signature page hereto under “Existing Holders” (the “Existing Holders” and, together with the Existing Holders 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”).
SOMALOGIC, INC. Incentive Stock Option Agreement 2009 Equity Incentive PlanIncentive Stock Option Agreement • May 14th, 2021 • CM Life Sciences II Inc. • Blank checks • Delaware
SomaLogic, Inc. (the “Company”), pursuant to its 2009 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached.
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”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to that certain Agreement and Plan of Merger entered into as of March 28, 2021 (as amended, restated, supplemented or modified from time to time, the “Transaction Agreement”), by and among CM Life Sciences II Inc., a Delaware corporation (“Parent”), SomaLogic, Inc., a Delaware corporation (the “Company”) and S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other Transactions, Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving entity and a wholly owned subsidiary of Parent, on the terms and conditions set forth therein. Capitalized terms used and not otherwise defined herein are defined in the Transaction Agreement and shall have the meanings given to such terms in the Transaction Agreement.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of March 28, 2021, is entered into by and among CM Life Sciences II Inc., a Delaware corporation (“Acquiror”), SomaLogic, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Agreement and Plan of Merger (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”) among Acquiror, the Company and S-Craft Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”).
FIRST AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • May 14th, 2021 • CM Life Sciences II Inc. • Blank checks • Colorado
THIS FIRST AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”), is entered into by and between SomaLogic, Inc. (the “Company”), and Larry Gold (the “Employee”).
SPONSOR FORFEITURE AGREEMENTForfeiture Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks
AGREEMENT AND PLAN OF MERGER among SOMALOGIC, INC., STANDARD BIOTOOLS INC., and MARTIS MERGER SUB, INC. Dated as of October 4, 2023Merger Agreement • October 4th, 2023 • SomaLogic, Inc. • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of October 4, 2023, among SomaLogic, Inc., a Delaware corporation (the “Company”), Standard BioTools Inc., a Delaware corporation (“Parent”), and Martis Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
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
AGREEMENT NO. AHD71LSG Microarray Supply Agreement • March 29th, 2022 • SomaLogic, Inc. • Services-commercial physical & biological research • New York
THIS LSG MICROARRAY SUPPLY AGREEMENT (“Agreement”) is entered into as of April 8, 2019 (the “Effective Date”), by and between Agilent Technologies, Inc. (“Agilent”), and SomaLogic, Inc. (“Customer”).
AMENDMENT NO. 3 TO COLLABORATION AGREEMENTCollaboration Agreement • November 8th, 2023 • SomaLogic, Inc. • Services-commercial physical & biological research
This Amendment No. 3 to Collaboration Agreement (the "Amendment") effective as of date of last signature below (the "Amendment Effective Date") by and among lllumina Cambridge, Ltd., a private company limited by shares organized under the laws of England and Wales, with an address at lllumina Centre, 19 Granta Park, Great Abington, Cambridge, CB21 GDF, United Kingdom ("lllumina"), Somalogic, Inc., a Delaware corporation having a place of business at 2945 Wilderness Place, Boulder, CO 80301 ("Somalogic") and, solely for purposes of Section 11.7, lllumina, Inc., a Delaware corporation having a place of business at 5200 lllumina Way, San Diego, CA 92122 ("Guarantor"). lllumina and Somalogic are referred to herein individually as a "Party" and collectively as the "Parties."
