FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 5, 2021, by and between CM Life Sciences III 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 III INC., CLOVER III MERGER SUB INC., and eqrx, inc. DATED AS OF August 5, 2021Agreement and Plan of Merger • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 5, 2021, by and among CM Life Sciences III Inc., a Delaware corporation (“Parent”), Clover III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and EQRx, 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 • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks • New York
THIS AMENDED AND RESTATED 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”), 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”).
AMENDMENT TO SPONSOR LETTERSponsor Letter • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks
This Amendment (this “Amendment and Agreement”), dated as of August 5, 2021, to (a) that certain letter agreement (the “Original Sponsor Letter”), dated April 6, 2021, 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 each of the undersigned parties listed on the signature page thereto (each, an “Original Insider” and collectively, the “Original Insiders”), and (b) that certain letter agreement (the “Additional Sponsor Letter” and, together with the Original Sponsor Letter, the “Sponsor Letters”), dated as of August 1, 2021, by and between the Company and the undersigned party listed on the signature page thereto (collectively with the Original Insiders, the “Insiders” and together with the Sponsor and the company, the “Parties”), is made and entered into by and among the Company, the Sponsor and the Insiders. Certain terms used and not otherwise defined herein have the meanin
EQRx, Inc. Re: Stockholder Voting and Support Agreement Ladies and Gentlemen:Letter Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks • Delaware
This letter (this “Support Agreement”) is being delivered by each of the stockholders (each such stockholders, the “Stockholder”), of EQRx, Inc., a Delaware corporation (the “Company”) listed on the signature pages attached hereto to the Company and CM Life Sciences III Inc. a Delaware corporation (the “Parent”), in accordance with that Agreement and Plan of Merger dated as of the date hereof, by and among the Company, Parent and Clover III Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (“Merger Sub”) (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. As used herein, the term “Section” shall, unless otherwise specified, refer to the specified Section of this Support Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August 5, 2021, by and among CMLS Holdings III LLC, a Delaware limited liability company (the “Sponsor”), CM Life Sciences III Inc., a Delaware corporation (“Parent”), and EQRx, 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).
LOCK-UP AGREEMENTLock-Up Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to that certain Agreement and Plan of Merger entered into as of August 5, 2021 (as amended, restated, supplemented or modified from time to time, the “Merger Agreement”), by and among CM Life Sciences III Inc., a Delaware corporation (“Parent”), EQRx, Inc., a Delaware corporation (the “Company”) and Clover III 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 Merger Agreement and shall have the meanings given to such terms in the Merger Agreement.
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • August 6th, 2021 • CM Life Sciences III Inc. • Blank checks
