REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2021 • CM Life Sciences III Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 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 • February 25th, 2021 • CM Life Sciences III Inc. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 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 10065Underwriting Agreement • February 25th, 2021 • CM Life Sciences III Inc. • 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 “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 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 Publi
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • February 25th, 2021 • CM Life Sciences III Inc. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 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 10065Securities Subscription Agreement • February 25th, 2021 • CM Life Sciences III Inc. • Delaware
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 25th, 2021 • CM Life Sciences III Inc. • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between CM Life Sciences III 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 25th, 2021 • CM Life Sciences III Inc. • 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 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”).
40,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2021 • CM Life Sciences III Inc. • New York
