Exhibit 10.4


 


SPONSOR SUPPORT AGREEMENT


 


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).


 


WHEREAS, as of the
date hereof, Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the
Exchange Act) of 6,800,000 shares of Parent Class B Stock and 4,346,669 Private Placement Warrants (collectively, the “Subject
Securities”);


 


WHEREAS, contemporaneously
with the execution and delivery of this Sponsor Agreement, Parent, S-Craft Merger Sub, Inc., a Delaware corporation (“Merger
Sub”) and the Company have entered into an Agreement and Plan of Merger (as amended or modified from time to time, the
“Merger Agreement”), dated as of March 28, 2021, 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; and


 


WHEREAS, as an inducement
to Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:


 


ARTICLE
I

SPONSOR SUPPORT AGREEMENT; COVENANTS


 


Section 1.1 Binding Effect of Merger
Agreement. Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity
to consult with its tax and legal advisors. The following sections of the Merger Agreement shall be incorporated into this Sponsor
Agreement, mutatis mutanis: Sections 7.11 (No Solicitation) and 7.4(b) (Other Filings; Press Release) (including
any relevant definitions contained in any such Sections), and Sponsor hereby agrees to be bound by and comply with such sections
as though Sponsor was an original signatory to the Merger Agreement with respect to such sections.


 


Section 1.2 No Transfer. During
the period commencing on the date hereof and ending on the earliest of: (a) the Effective Time; (b) such date and time as the Merger
Agreement shall be terminated in accordance with Section 9.1 (Termination) thereof (the earlier of (a) and (b), the “Expiration
Time”); and (c) the liquidation of Parent, Sponsor shall not, without the prior written consent of the Company, (i) sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the
Proxy Statement or the registration statement of the Parent) or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Sponsor’s Subject
Securities (unless the transferee agrees to be bound by this Sponsor Agreement), (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Sponsor’s Subject Securities
or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 






     


     


    

 


Section 1.3 New Shares. In the
event that (a) any Parent Shares, Parent Warrants or other equity securities of Parent are issued to Sponsor after the date of
this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange
of Parent Shares or Parent Warrants of, on or affecting Parent Shares or Parent Warrants owned by Sponsor or otherwise, (b) a Sponsor
purchases or otherwise acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of
any Parent Shares, Parent Warrants or other equity securities of Parent after the date of this Sponsor Agreement, or (c) a Sponsor
acquires the right to vote or share in the voting of any Parent Shares, Parent Warrants or other equity securities of Parent after
the date of this Sponsor Agreement (such Parent Shares, Parent Warrants or other equity securities of Parent, collectively the
“New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms of
this Sponsor Agreement to the same extent as if they constituted Sponsor’s Subject Securities as of the date hereof.


 


Section 1.4 Closing Date Deliverables.
At or prior to the Closing, Sponsor shall deliver to Parent and the Company a duly executed copy of that certain A&R Registration
Rights Agreement, by and among, Parent, the Company and the Company Stockholders or their respective affiliates, as applicable,
in substantially the form attached as Exhibit C to the Merger Agreement.


 


Section 1.5 Sponsor Agreements.


 


(a) At
any meeting of the shareholders of Parent, however called, or at any adjournment thereof, or in any other circumstance in which
the vote, consent or other approval of the shareholders of Parent is sought, Sponsor shall (i) appear at each such meeting or otherwise
cause all of Sponsor’s Subject Securities to be counted as present thereat for purposes of calculating a quorum and (ii)
vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered)
covering, all of the Sponsor’s Subject Securities:


 


(i) in
favor of each of the Parent Stockholder Matters;


 


(ii) against
any business combination, merger agreement or merger (other than the Merger Agreement, the Merger and proposed Transactions), consolidation,
combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent,
including any proposal for any of the foregoing (other than the Parent Stockholder Matters), regardless of whether there has been
a Change in Recommendation;


 






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(iii) against
any proposal that would result in a change in the business, management or Board of Directors of Parent (other than in connection
with the Parent Stockholder Matters as contemplated by the Merger Agreement); and


 


(iv) against
any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger
Agreement or Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or
agreement of Parent or the Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII
of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the
voting rights of any class of capital stock of, Parent.


 


Sponsor hereby agrees
that it shall not commit or agree to take any action inconsistent with the foregoing.


 


(b) Sponsor
shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, the Insider Letter (as defined
below).


 


Section 1.6 Further Assurances.
Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under applicable
Laws to consummate the Mergers and the other transactions contemplated by the Merger Agreement on the terms and subject to the
conditions set forth therein and herein.


 


Section 1.7 No Inconsistent Agreement.
Sponsor hereby represents and covenants that it has not entered into, and shall not enter into, any agreement that would restrict,
limit or interfere with the performance of its obligations hereunder.


 


Section 1.8 No
Amendment to the Insider Letter. Neither Sponsor nor Parent shall amend, terminate or otherwise modify that certain letter
agreement, dated as of February 22, 2021, by and among the Parent, Sponsor and certain of the Parent’s current and former
officers and directors (the “Insider Letter” and each party thereto a “Founder Holder”) without
the Company’s prior written consent.


 


Section 1.9 Waiver.
Sponsor shall, and shall cause each Founder Holder to, irrevocably and unconditionally waive (the “Waiver”)
any and all rights, title and interest Sponsor or such Founder Holder has or will have under Article 4.3(b) or any other provision
of the Parent Charter to receive excess shares upon conversion of the shares of Parent Class A Stock in connection with the Merger
or the Transactions.


 






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ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1 Representations and Warranties
of Sponsor. Sponsor represents and warrants as of the date hereof to Parent and the Company as follows:


 


(a) Organization;
Due Authorization. Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which
it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and
the consummation of the transactions contemplated hereby are within its corporate limited liability company or organizational powers
and has been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of Sponsor.
This Sponsor Agreement has been duly executed and delivered by Sponsor and, assuming due authorization, execution and delivery
by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of Sponsor,
enforceable against Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other
similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance
and other equitable remedies). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person
signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of Sponsor.


 


(b) Ownership.
Sponsor is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of, and has
good title to, Sponsor’s Subject Securities, and there exist no Liens or any other limitation or restriction (including any
restriction on the right to vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions under
the Securities Act)) affecting any such Subject Securities, other than Liens or any other limitation or restriction pursuant to
(i) this Sponsor Agreement, (ii) the Parent Organizational Documents, (iii) the Merger Agreement, (iv) the Insider Letter, (v)
any applicable securities laws. Sponsor’s Subject Securities are the only equity securities in Parent owned of record or
beneficially by Sponsor on the date of this Sponsor Agreement, and none of Sponsor’s Subject Securities are subject to any
proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Securities, except as provided
hereunder and under the Insider Letter, Merger Agreement and organizational documents of Sponsor. Other than the warrants of Parent
held by Sponsor, Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Parent or
any equity securities convertible into, or which can be exchanged for, equity securities of Parent.


 


(c) No
Conflicts. The execution and delivery of this Sponsor Agreement by Sponsor does not, and the performance by Sponsor of his,
her or its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor
or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including
under any Contract binding upon Sponsor or Sponsor’s Subject Securities), in each case, to the extent such consent, approval
or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Sponsor Agreement.


 


(d) Litigation.
There are no Legal Proceedings pending against Sponsor, or to the knowledge of Sponsor threatened against Sponsor, before (or,
in the case of threatened Legal Proceedings, that would be before) any arbitrator or any Governmental Entity, which in any manner
challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Sponsor Agreement.


 


(e) Brokerage
Fees. Except as described on Section 5.21 of the Parent Disclosure Letter, no broker, finder, investment banker or other Person
is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the
Merger Agreement based upon arrangements made by Sponsor, for which Parent or any of its Affiliates may become liable.


 






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(f) Affiliate
Arrangements. Except as set forth on Schedule 1 attached hereto, or otherwise disclosed in Parent’s Form S-1 Registration
Statement filed with the SEC, neither Sponsor nor any of the present or former directors, officers, employees, stockholders or
Affiliates of Sponsor (or an immediate family member of any of the foregoing) is party to, or has any rights with respect to or
arising from, any Contract with Parent.


 


(g) Acknowledgment.
Sponsor understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance upon
Sponsor’s execution and delivery of this Sponsor Agreement.


 


ARTICLE
III

MISCELLANEOUS


 


Section 3.1 Termination. This
Sponsor Agreement and all of its provisions (except for Section 1.8 of this Sponsor Agreement) shall terminate and be of
no further force or effect upon the earliest of: (a) the Expiration Time, (b) the liquidation of Parent and (c) the written agreement
of the Sponsor, Parent, and the Company. Upon such termination of this Sponsor Agreement, all obligations of the parties under
this Sponsor Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person
in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person
shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof;
provided, however, that the termination of this Sponsor Agreement shall not relieve any party hereto from liability arising in
respect of any breach of this Sponsor Agreement prior to such termination. This Article III shall survive the termination
of this Sponsor Agreement.


 


Section 3.2 No
Responsibility for Parent Related Parties. Notwithstanding anything in this Sponsor Agreement to the contrary, (i) Sponsor
shall not be responsible for the actions of Parent, the board of directors of Parent (or any committee thereof), or any officers,
directors, employees or professional advisors of Parent, in each case acting in their capacity as such (collectively, the “Parent
Related Parties”) and (ii) Sponsor makes no representations or warranties with respect to the actions of any of the Parent
Related Parties.


 


Section 3.3 Governing Law. This
Sponsor Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate
to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any claim or cause
of action based upon, arising out of or related to any representation or warranty made in or in connection with this Sponsor Agreement)
will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed
and performed entirely within such State.


 






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Section 3.4 CONSENT TO JURISDICTION
AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a) THE
PARTIES TO THIS SPONSOR AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, TO
THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE) IN RESPECT OF THE
INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SPONSOR AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT
DELIVERED IN CONNECTION HEREWITH AND BY THIS SPONSOR AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE
INTERPRETATION OR ENFORCEMENT OF THIS SPONSOR AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION
HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT
THIS SPONSOR AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT
THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO
MAY BE MADE UPON ANY PARTY TO THIS SPONSOR AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO SUCH PARTY AT ITS ADDRESS AS PROVIDED IN Section 3.9.


 


(b) WAIVER
OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SPONSOR
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SPONSOR AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS SPONSOR AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.4.


 


Section 3.5 Assignment. This
Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests or obligations
hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.


 






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Section 3.6 Specific Performance.
The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Sponsor Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto
shall be entitled to enforce specifically the terms and provisions of this Sponsor Agreement in any court of the United States
or any state having jurisdiction and immediate injunctive relief to prevent breaches of this Agreement, without the necessity of
proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to
any other remedy to which they are entitled at law or in equity.


 


Section 3.7 Amendment. This Sponsor
Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and
delivery of a written agreement executed by Sponsor, Parent and the Company.


 


Section 3.8 Severability. If
any provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Sponsor Agreement will remain in full force and effect. Any provision of this Sponsor Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


Section 3.9 Notices. All notices
and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established by the sender as
having been delivered personally; (b) one (1) Business Day after being sent by a nationally recognized overnight courier guaranteeing
overnight delivery; (c) on the date delivered, if delivered by email, with confirmation of transmission; or (d) on the fifth (5th)
Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications,
to be valid, must be addressed as follows:


 


If to Parent or Sponsor:


 


c/o CM Life Sciences II Inc.


667 Madison Avenue


New York, NY 10065


Attention: Keith Meister


E-mail: kmeister@corvexcap.com


 


with a copy (which shall not constitute notice) to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020-1095


Attention:  Joel L. Rubinstein


Matthew Kautz


		Email:	joel.rubinstein@whitecase.com



mkautz@whitecase.com


 






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If to Company:


 


SomaLogic, Inc.


2945 Wilderness Place


Boulder, CO 80301

Attention: Melody Harris


Email: mharris@somalogic.com


with a copy (which shall not constitute notice) to:


 


Reed Smith LLP


599 Lexington Avenue


22nd Floor


New York, NY 10022


Attention: Herbert F. Kozlov


Email: hkozlov@reedsmith.com


 


Section 3.10 Counterparts. This
Sponsor Agreement may be executed in two (2) or more counterparts (any of which may be delivered by electronic transmission), each
of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.11 Trust
Account Waiver. Section 7.8 (No Claim Against Trust Account) of the Merger Agreement is hereby incorporated into this
Sponsor Agreement, mutatis mutandis.


 


Section 3.12 Entire Agreement.
This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties
hereto to the extent they relate in any way to the subject matter hereof.


 


[The remainder of this
page is intentionally left blank.]


 






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IN WITNESS WHEREOF,
Sponsor, Parent, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written
above.


 


	 	SPONSOR:
	 	 
	 	CMLS Holdings II LLC
	 	 	 
	 	By:	/s/ Keith Meister
	 	Name:	Keith Meister
	 	Title:	Member


 


[Signature Page to Sponsor Support Agreement]

 




     


     


    

 


IN WITNESS WHEREOF,
Sponsor, Parent, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written
above.


 


	 	PARENT:
	 	 
	 	CM Life Sciences II Inc.
	 	 	 
	 	By:	/s/ Brian Emes
	 	Name:	Brian Emes
	 	Title:	Chief Financial Officer and Secretary



 


[Signature Page to Sponsor Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
Sponsor, Parent, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written
above.


 


	 	COMPANY:
	 	 	 
	 	SOMALOGIC, INC.
	 	 	 
	 	By:	/s/ Roy Smythe
	 	Name:	Roy Smythe
	 	Title:	Chief Executive Officer


 


[Signature Page to Sponsor Support Agreement]

 



     


     


    

 


Schedule
1


 


Affiliate
Transactions


 


		●	Arrangement pursuant to which Keith Meister and Eli Casdin paid $12,500
each to White & Case in connection with the initial formation matters on behalf of CM Life Sciences II Inc.



 


		●	Purchase Agreements with advised clients of Corvex Mangement LP and
Casdin Capital LLC who agree to purchase Class A common shares under the Forward Purchase Agreement.