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”).
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”).
48,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
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.
