REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2021, is made and entered into by and among CM Life Sciences III Inc., a Delaware corporation (the “Company”), CMLS Holdings III 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 • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 6, 2021 by and between CM Life Sciences III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 25th, 2021 • CM Life Sciences III Inc. • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the “Company”), and ___________________________________________(“Indemnitee”).
c/o Corvex Management LP New York, New York 10065Letter Agreement • April 9th, 2021 • CM Life Sciences III 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 III Inc., a Delaware corporation (the “Company”), and Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 55,200,000 of the Company’s units (including up to 7,200,000 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 Publ
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April 6, 2021Warrant Agreement • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated April 6, 2021, is by and between CM Life Sciences III 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 10065CM Life Sciences III Inc. • February 25th, 2021 • Delaware
LEASE by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company and SURFACE ONCOLOGY, INC., a Delaware corporationLease • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 13th day of May, 2016 (the “Execution Date”), by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (“Landlord”), and SURFACE ONCOLOGY, INC., a Delaware corporation (“Tenant”).
FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between EQRx, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 5, 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
48,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between EQRx, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 6, 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 III Inc., a Delaware corporation (the “Company”), CMLS Holdings III 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 6, 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the “Company”), and Corvex Management LP, a Delaware limited partnership, 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.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CM LIFE SCIENCES III INC., CLOVER III MERGER SUB INC., and eqrx, inc. DATED AS OF August 5, 2021Agreement and Plan of Merger • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 5, 2021, by and among CM Life Sciences III Inc., a Delaware corporation (“Parent”), Clover III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and EQRx, 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • EQRx, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2021, is made and entered into by and among CM Life Sciences III Inc., a Delaware corporation (the “Company”), CMLS Holdings III 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”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FIRST AMENDMENT TO STRATEGIC COLLABORATION...Strategic Collaboration and License • May 13th, 2022 • EQRx, Inc. • Pharmaceutical preparations • New York
AGREEMENT (“First Amendment”) effective as of December 14, 2021 (“First Amendment Effective Date”) by and among HANSOH (SHANGHAI) HEALTHTECH CO., LTD., a corporation incorporated under the laws of China having its principal place of business at Room 101, No.287 Xiangke Road and No.1158 Haike Road, China (Shanghai) Pilot Free Trade Zone, China (“Hansoh Healthtech”) and JIANGSU HANSOH PHARMACEUTICAL GROUP COMPANY LTD., a corporation incorporated under the laws of China having its principal place of business at No. 9 Dongjin Road, Huaguoshan Avenue, Lianyuangang, Jiangsu, China (“Jiangsu Hansoh” and together with Hansoh Healthtech, “Hansoh”), and EQRX, INC., a Delaware corporation having its principal place of business at 50 Hampshire St., Cambridge, MA 02139, United States (“EQRx”). Hansoh and EQRx are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO SPONSOR LETTERSponsor Letter • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks
This Amendment (this “Amendment and Agreement”), dated as of August 5, 2021, to (a) that certain letter agreement (the “Original Sponsor Letter”), dated April 6, 2021, by and among CM Life Sciences III Inc., a Delaware corporation (the “Company”), CMLS Holdings III LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page thereto (each, an “Original Insider” and collectively, the “Original Insiders”), and (b) that certain letter agreement (the “Additional Sponsor Letter” and, together with the Original Sponsor Letter, the “Sponsor Letters”), dated as of August 1, 2021, by and between the Company and the undersigned party listed on the signature page thereto (collectively with the Original Insiders, the “Insiders” and together with the Sponsor and the company, the “Parties”), is made and entered into by and among the Company, the Sponsor and the Insiders. Certain terms used and not otherwise defined herein have the meanin
EQRx, Inc. Re: Stockholder Voting and Support Agreement Ladies and Gentlemen:Letter Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks • Delaware
This letter (this “Support Agreement”) is being delivered by each of the stockholders (each such stockholders, the “Stockholder”), of EQRx, Inc., a Delaware corporation (the “Company”) listed on the signature pages attached hereto to the Company and CM Life Sciences III Inc. a Delaware corporation (the “Parent”), in accordance with that Agreement and Plan of Merger dated as of the date hereof, by and among the Company, Parent and Clover III Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (“Merger Sub”) (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. As used herein, the term “Section” shall, unless otherwise specified, refer to the specified Section of this Support Agreement.
TAX GROSS-UP PAYMENT AGREEMENTTax Gross-Up Payment Agreement • November 9th, 2023 • EQRx, Inc. • Pharmaceutical preparations • Massachusetts
This Tax Gross-Up Payment Agreement, dated as of [ ], 2023 (this “Agreement”), is entered into by and between EQRx, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”), provided, however, that this Agreement shall be void ab initio and of no further force and effect if the Agreement and Plan of Merger, dated as of July 31, 2023 (the “Merger Agreement”), by and among the Company, Revolution Medicines, Inc., a Delaware corporation (“Parent”), and certain other parties, is terminated.
EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN CSTONE PHARMACEUTICALS AND EQRX, INC. DATED AS OF OCTOBER 26, 2020Exclusive License Agreement • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of October 26, 2020 (the “Execution Date”) by and among CStone Pharmaceuticals, a corporation organized and existing under the laws of the Cayman Islands, with a registered address at P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands (“Licensor”), and EQRX, INC., a Delaware corporation having its principal place of business at 399 Binney St, Cambridge, MA 02141 (“EQRx”). Licensor and EQRx are referred to herein individually as a “Party” and collectively as the “Parties.”
EQRx, Inc. 50 Hampshire St. Cambridge, MA 02139Letter Agreement • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • Massachusetts
This amended and restated letter agreement (the “letter agreement”) confirms the amended and restated terms and conditions of your employment with EQRx, Inc. (the “Company”) and amends and restates and supersedes in all respects your Employment Letter Agreement dated November 11, 2019 (the “Former Agreement”), provided that the Company’s Employee Confidentiality, Assignment and Noncompetition Agreement that you signed with your Former Agreement, which is attached as Exhibit A, remains in full effect. You acknowledge and agree that nothing in this letter agreement constitutes “Good Reason” under the Former Agreement, or any other agreement between you and the Company.
EQRx, Inc. 50 Hampshire St. Cambridge, MA 02139Employment Letter Agreement • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • Massachusetts
This amended and restated letter agreement (the “letter agreement”) confirms the amended and restated terms and conditions of your employment with EQRx, Inc. (the “Company”) and amends and restates and supersedes in all respects your Employment Letter Agreement dated November 11, 2019 (the “Former Agreement”), provided that the Company’s Employee Confidentiality, Assignment and Noncompetition Agreement that you signed with your Former Agreement, which is attached as Exhibit A, remains in full effect. You acknowledge and agree that nothing in this letter agreement constitutes “Good Reason” under the Former Agreement, or any other agreement between you and the Company.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August 5, 2021, by and among CMLS Holdings III LLC, a Delaware limited liability company (the “Sponsor”), CM Life Sciences III Inc., a Delaware corporation (“Parent”), and EQRx, 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 LIMITED LIABILITY COMPANY AGREEMENT OF EQRX, LLCLimited Liability Company Agreement • November 9th, 2023 • EQRx, Inc. • Pharmaceutical preparations
This Amended and Restated Limited Liability Company Agreement of EQRx, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 9, 2023 by Revolution Medicines, Inc., a Delaware corporation, in its capacity as the sole and managing member of the Company (any Person serving in such capacity, the “Managing Member”).
March 8, 2021 Jami Rubin RE: Employment Letter Agreement Dear Jami:CM Life Sciences III Inc. • October 4th, 2021 • Pharmaceutical preparations • Massachusetts
On behalf of EQRx, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Financial Officer. If accepted, this letter agreement sets forth the terms and conditions of your employment.
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • May 13th, 2022 • EQRx, Inc. • Pharmaceutical preparations
made as of July 9, 2020, by and between Surface Oncology, Inc., a Delaware corporation (“Sublessor”), and EQRx, INC., a Delaware Corporation (“Sublessee”).
LICENSE AGREEMENT between G1 THERAPEUTICS, INC. and EQRX, INC. DATED July 22, 2020License Agreement • October 29th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made as of July 22, 2020 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (“G1”), having a place of business at 700 Park Offices Drive, Suite 200, Research Triangle Park, NC 27709, and EQRx, Inc., a Delaware corporation (“Licensee”), having a place of business at 50 Hampshire St., Cambridge, MA 02139. G1 and Licensee may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
STRATEGIC COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN HANSOH (SHANGHAI) HEALTHTECH CO., LTD. JIANGSU HANSOH PHARMACEUTICAL GROUP COMPANY LTD. AND EQRX, INC. DATED AS OF JULY 22, 2020Strategic Collaboration and License Agreement • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • New York
THIS STRATEGIC COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of July 22, 2020 (the “Effective Date”), by and among HANSOH (SHANGHAI) HEALTHTECH CO., LTD., a corporation incorporated under the laws of China having its principal place of business at Room 102, Block 1 No.298 Xiangke Road, China (Shanghai) Pilot Free Trade Zone, China (“Hansoh Healthtech”) and JIANGSU HANSOH PHARMACEUTICAL GROUP COMPANY LTD., a corporation incorporated under the laws of China having its principal place of business at No. 9 Dongjin Road, Huaguoshan Avenue, Lianyuangang, Jiangsu, China (“Jiangsu Hansoh” and together with Hansoh Healthtech, “Hansoh”), and EQRX, INC., a Delaware corporation having its principal place of business at 50 Hampshire St., Cambridge, MA 02139, United States (“EQRx”). Hansoh and EQRx are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF STOCKHOLDER LOCK-UP AGREEMENT July 31, 2023Up Agreement • August 1st, 2023 • EQRx, Inc. • Pharmaceutical preparations
SECOND AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • May 13th, 2022 • EQRx, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO SUBLEASE AGREEMENT (this “Amendment”) is made as of May 11, 2022, by and between Surface Oncology, Inc., a Delaware corporation (“Sublessor”), and EQRx International, Inc. (formerly known as EQRx, Inc.), a Delaware Corporation (“Sublessee”).
SUBLEASESublease Agreement • October 4th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE AGREEMENT (this “Sublease”), made as of December 16, 2019 (the “Effective Date”), by and between SURFACE ONCOLOGY, INC., a Delaware corporation (“Sublessor”), and EQRX, INC., a Delaware corporation (hereinafter referred to as “Sublessee”);
EMPLOYEE CONFIDENTIALITY, ASSIGNMENT AND NON-SOLICITATION AGREEMENTSolicitation Agreement • August 25th, 2021 • CM Life Sciences III Inc. • Blank checks
In consideration and as a condition of the commencement of my employment or my continued employment by EQRx, Inc. (including its subsidiaries and other affiliates and its and their successors and assigns, the “Company”), I enter into this Employee Confidentiality, Assignment and Non-Solicitation Agreement (the “Agreement”) and agree as follows:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIALExclusive License Agreement • October 29th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of April 1, 2020 (the “Effective Date”) by and among LYNK PHARMACEUTICAL (HANGZHOU) CO., LTD, a Chinese corporation having its principal place of business at 291 Fucheng Road, Bldg 5-402, Jiangan, Hangzhou, Zhejiang 310018, China (“Lynk”), and EQRX, INC., a Delaware corporation having its principal place of business at 50 Hampshire St., Cambridge, MA 02139 (“EQRx”). Lynk and EQRx are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to that certain Agreement and Plan of Merger entered into as of August 5, 2021 (as amended, restated, supplemented or modified from time to time, the “Merger Agreement”), by and among CM Life Sciences III Inc., a Delaware corporation (“Parent”), EQRx, Inc., a Delaware corporation (the “Company”) and Clover III 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 Merger Agreement and shall have the meanings given to such terms in the Merger Agreement.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 29th, 2021 • CM Life Sciences III Inc. • Pharmaceutical preparations
This Amendment (this “Amendment”), entered into and effective as of October 28, 2021, is made to that Agreement and Plan of Merger (as may be further amended, modified and restated, the “Merger Agreement”), dated as of August 5, 2021, by and among CM Life Sciences III Inc., a Delaware corporation (“Parent”), Clover III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and EQRx, 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”. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
