AGREEMENT AND PLAN OF MERGER BY AND AMONG CM LIFE SCIENCES, INC., S-IV SUB, INC., and MOUNT SINAI GENOMICS, INC., DATED AS OF FEBRUARY 9, 2021Merger Agreement • February 11th, 2021 • CM Life Sciences, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 9, 2021, by and among CM Life Sciences, Inc., a Delaware corporation (“Parent”), S-IV Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Mount Sinai Genomics, Inc., a Delaware corporation, d/b/a Sema4 (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.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 11th, 2021 • CM Life Sciences, Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 9, 2021, by and among CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”), CM Life Sciences, Inc., a Delaware corporation (“Parent”), and Mount Sinai Genomics, Inc., a Delaware corporation, d/b/a Sema4 (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).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 11th, 2021 • CM Life Sciences, Inc. • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to that certain Agreement and Plan of Merger entered into as of February 9, 2021 (as amended, restated, supplemented or modified from time to time, the “Transaction Agreement”), by and among CM Life Sciences, Inc., a Delaware corporation (“Parent”), Mount Sinai Genomics, Inc., a Delaware corporation, d/b/a Sema4 (the “Company”) and S-IV 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 (the “Merger”), with the Company continuing on as the surviving entity (the “Surviving Corporation”) 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.
