Exhibit
10.5


 


SPONSOR
FORFEITURE AGREEMENT


 


March
28, 2021


 


CMLS
Holdings II LLC

667 Madison Avenue


New
York, NY 10065





CM
Life Sciences II Inc.

667 Madison Avenue


New
York, NY 10065


 


SomaLogic,
Inc.


2945
Wilderness Place

Boulder, CO 80301


 


Re:
Forfeiture of Certain Sponsor Class B Common Stock


 


Ladies
and Gentlemen:


 


Reference
is hereby made to:


 


		(i)	that
                                         certain Agreement and Plan of Merger (the “Merger Agreement”),
                                         dated as of the date hereof, among CM Life Sciences II Inc., a Delaware corporation and
                                         publicly traded NASDAQ-listed acquisition company (“Parent”),
                                         S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary
                                         of Parent, and SomaLogic, Inc., a Delaware corporation, (the “Company”);
                                         and



 


		(ii)	that
                                         certain Securities Subscription Agreement (the “Subscription Agreement”),
                                         dated December 17, 2020, between the CMLS Holdings II LLC, a Delaware limited liability
                                         company (the “Sponsor”), and Parent, pursuant to which the
                                         Sponsor subscribed for shares of Class B common stock of Parent (the “Sponsor
                                         Class B Shares”), as more specifically set forth therein.



 


Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement or the Subscription Agreement,
as applicable.


 


In
order to induce Parent and the Company to enter into the Merger Agreement and to proceed with the transactions contemplated therein
and thereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent,
the Company and the Sponsor, hereby agree, pursuant to this letter agreement (this “Letter Agreement”),
as follows:


 


	1.	Effective
                                         immediately prior to (and contingent upon) the Closing, the Sponsor agrees to forfeit
                                         a certain number of the Sponsor Class B Shares, calculated as follows:



 


		(a)	In
                                         the event that Parent Stockholder Redemptions reduce the aggregate amount of funds held
                                         in the Trust Account, the Sponsor agrees to forfeit a number of the Sponsor Class B Shares
                                         equal to the product of:



 


		(i)	one-third
                                         (1/3) of the Sponsor Class B Shares; multiplied by



 






     


     


    

 


		(ii)	a
                                         percentage equal to the quotient of the dollar amount of Parent Stockholder Redemptions
                                         divided by the dollar value of the aggregate amount of funds held in the Trust Account
                                         as of the date hereof (the “Forfeiture Percentage”).


 


Such
product, rounded down to the nearest whole number of Sponsor Class B Shares, the “Forfeited Sponsor Class B Shares,”
and the forfeiture thereof, the “Share Forfeiture.”


 


For
the avoidance of doubt, in no event shall the number of Forfeited Sponsor Class B Shares be less than zero or greater than one-third
(1/3) of the Sponsor Class B Shares. Notwithstanding the foregoing, no Share Forfeiture will be required if the Forfeiture Percentage
is less than 3%.


 


		2.	To
                                         effect the Share Forfeiture immediately prior to (and contingent upon) the Closing:



 


		(a)	the
                                         Sponsor shall surrender the Forfeited Sponsor Class B Shares to Parent for cancellation
                                         and in exchange for no consideration;



 


		(b)	Parent
                                         shall immediately retire and cancel all of the Forfeited Sponsor Class B Shares (and
                                         shall direct Parent’s transfer agent (or such other intermediaries as appropriate)
                                         to take any and all such actions incident thereto); and



 


		(c)	the
                                         Sponsor and Parent each shall take such actions as are necessary to cause the Forfeited
                                         Sponsor Class B Shares to be retired and cancelled, after which the Forfeited Sponsor
                                         Class B Shares shall no longer be issued, outstanding, convertible, or exercisable, and
                                         the Sponsor shall provide the Company with evidence that such retirement and cancellation
                                         has occurred.



 


		3.	The
                                         Sponsor hereby represents and warrants to the Company, as of the date hereof and as of
                                         the Closing, that the Sponsor owns, and holds of record, all of the Forfeited Sponsor
                                         Class B Shares, free and clear of all Liens and other obligations in respect of the Forfeited
                                         Sponsor Class B Shares.



 


		4.	No
                                         party hereto may assign either this Letter Agreement or any of its rights, interests,
                                         or obligations hereunder without the prior written consent of each of the other parties
                                         hereto. Any purported assignment in violation of this paragraph shall be void and ineffectual
                                         and shall not operate to transfer or assign any interest or title to the purported assignee.
                                         This Letter Agreement shall be binding on the Sponsor, the Company, and their respective
                                         successors and assigns.



 


		5.	Any
                                         notice, consent, or request to be given in connection with any of the terms or provisions
                                         of this Letter Agreement shall be deemed given: (a) on the date established by the sender
                                         as having been delivered personally; (b) one 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 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 Sponsor:


 


CMLS
Holdings II LLC

667 Madison Avenue


New
York, NY 10065


Attention:
Keith Meister


E-mail:
kmeister@corvexcap.com


 






    2


     


    

 


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


 


White
& Case LLP


1221
Avenue of the Americas


New
York, NY 10020-1095


Attention:
Matthew Kautz; Joel Rubinstein


Email:
mkautz@whitecase.com; joel.rubinstein@whitecase.com


 


If
to the Company:


 


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


 


		6.	This
                                         Letter Agreement shall immediately terminate, without any further action by the parties
                                         hereto, at such time, if at all, that the Merger Agreement is terminated in accordance
                                         with its terms.



 


		7.	Section 11.3
                                         (Counterparts; Electronic Delivery), Section 11.4 (Entire Agreement; Third
                                         Party Beneficiaries), Section 11.5 (Severability), Section 11.7 (Governing
                                         Law), Section 11.8 (Consent to Jurisdiction; Waiver of Jury Trial), Section 11.12
                                         (Amendment), and Section 11.13 (Extension; Waiver) of the Merger Agreement
                                         are hereby incorporated into this Letter Agreement, mutatis mutandis, as though
                                         set out in their entirety in this paragraph 7.



 


[Signature
pages to follow]


 




    3


     


    

 


In
Witness Whereof, this Agreement has been duly executed and delivered by each Party as of the date first above written.


 


SPONSOR:


 


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


 


[Signature
Page to Sponsor Forfeiture Agreement]


 




     


     


    

 


In
Witness Whereof, this Agreement has been duly executed and delivered by each Party as of the date first above written.


 


PARENT:


 


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


 


[Signature
Page to Sponsor Forfeiture Agreement]


 




     


     


    

 


In
Witness Whereof, this Agreement has been duly executed and delivered by each Party as of the date first above written.


 


COMPANY:


 


	SomaLogic, Inc.	 
	 	 	 
	By:	/s/ Roy Smythe	 
	Name:	Roy Smythe	 
	Title:	Chief Executive Officer	 


 


 


[Signature
Page to Sponsor Forfeiture Agreement]