REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 1, 2020, is made and entered into by and among CM Life Sciences, Inc., a Delaware corporation (the “Company”), CMLS Holdings 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 • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 1, 2020 by and between CM Life Sciences, 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 10065Letter Agreement • September 4th, 2020 • CM Life Sciences, 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, 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 44,275,000 of the Company’s units (including up to 5,775,000 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-third 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 regist
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 1, 2020Warrant Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 1, 2020, is by and between CM Life Sciences, 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”).
38,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
Introductory. CM Life Sciences, 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 38,500,000 units of the Company (the “Units”). The 38,500,000 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 5,775,000 Units as provided in Section 2. The additional 5,775,000 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 the
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 1, 2020 (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, Inc., a Delaware corporation (the “Company”), CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”), and each of the individuals set forth on the signature pages hereto under “Purchasers” (together with the Sponsor, the “Purchasers”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 1, 2020, by and between CM Life Sciences, 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.
