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”).
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, 2021Agreement and Plan of Merger • 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.
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”).
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).
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”).
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • March 29th, 2021 • CM Life Sciences II Inc. • Blank checks
