Exhibit
10.4


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 






THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 22, 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 II Inc., a Delaware corporation (the “Company”), CMLS Holdings II 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”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”),
and one-fifth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of
$11.50 per Share. The Purchasers have agreed to purchase an aggregate of 4,533,333 warrants (or 5,013,333 warrants in the aggregate
to the extent the underwriter’s over-allotment option in connection with the Public Offering is exercised in full) (the
“Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at
an exercise price of $11.50 per Share.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,
agree as follows:


 


AGREEMENT


 


Section
1Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchasers.


 


B. Purchase
and Sale of the Private Placement Warrants.


 


On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers
and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers
shall purchase from the Company, an aggregate of 4,533,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate
purchase price of $6,800,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto),
which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring
instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, the Company, shall either,
at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered
in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form. On the date of any closing of the
over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the
Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing
Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company
shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 5,013,333 Private
Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per
warrant for an aggregate purchase price of up to $7,520,000 (if the over-allotment option in connection with the Public Offering
is exercised in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A
hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s
wiring instructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following
the payment by the Purchasers of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds
to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased
by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry
form.


 






     


     


    

 


C. Terms
of the Private Placement Warrants.


 


(i) The
Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (a “Warrant Agreement”).


 


(ii) At
or prior to the time of the Initial Closing Date, the Company and the Purchasers shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights
to the Purchasers relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section
2 Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and
purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and
warranties shall survive each Closing Date) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.
The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement and the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved
by the Company as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable
in accordance with its terms. Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the
terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or
result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any
lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption, action, notice, declaration or filing, in each case, by or
to any court or administrative or governmental body or agency pursuant to the amended and restated certificate of incorporation
or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public
Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities
laws.


 






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C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
the Private Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement
Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants,
the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, each Purchaser will have good title to the Private
Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the
actions of any of the Purchasers.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by
the Company of any other transactions contemplated hereby.


 


Section
3 Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Warrants to the Purchasers, each Purchaser hereby, severally and not jointly, represents
and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The
execution and delivery by such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by such
Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by such Purchaser of the terms, conditions
or provisions of any agreement, instrument, order, judgment or decree to which such Purchaser is subject that would materially
impact its ability to perform its obligations hereunder.


 


C. Investment
Representations.


 


(i) Such
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”), for such Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) Such
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) under Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), and such Purchaser has not experienced a disqualifying event
as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 






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(iii) Such
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and such Purchaser’s compliance with, the representations and warranties of such Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 


(iv) Such
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(v) Such
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by such Purchaser. Such Purchaser has been afforded
the opportunity to ask questions of the executive officers and directors of the Company. Such Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi) Such
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchasers nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) Such
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. While such Purchaser understands that
Rule 144 under the Securities Act is not available for the resale of securities initially issued by shell companies (other than
business combination related shell companies) or issuers that have been at any time previously a shell company, such Purchaser
understands that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the
securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during
the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form
8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with
the U.S. Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell
company.


 


(viii) Such
Purchaser has knowledge and experience in financial and business matters, understands the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. Such Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. Such Purchaser can afford a complete loss of its investment in the Securities.


 


(ix) Such
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant
Agreement.


 






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Section
4 Conditions of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the
Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 hereof shall be true
and correct at and as of such Closing Date as though then made.


 


B. Performance. The
Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement, each on terms satisfactory to the Purchasers.


 


E. Corporate
Consents.  The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement
Warrants hereunder.


 


Section
5 Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers under this
Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchasers contained in Section 3 hereof shall be true
and correct at and as of such Closing Date as though then made.


 


B. Performance.
The Purchasers shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchasers on or before such Closing Date.


 


C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement
Warrants hereunder.


 


D. No
Injunction.  No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant
Agreement.  The Company shall have entered into the Warrant Agreement on terms satisfactory to the Company.


 






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Section
6 Termination. This Agreement may be terminated at any time after December 31, 2021 upon the election by either the
Company or the Purchasers upon written notice to the other party if the closing of the Public Offering does not occur prior to
such date.


 


Section
7 Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
each Closing Date.


 


Section
8 Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such
terms in the registration statement on Form S-1 the Company has filed with the SEC under the Securities Act.


 


Section
9 Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign
this Agreement without the prior written consent of the other party hereto, other than assignments by the Purchasers to their
respective affiliates (including, without limitation, one or more of its members, as applicable).


 


B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this
Agreement.


 


C. Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “pdf’ format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf’ signature page were an original thereof.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including’ in this Agreement shall be by way of example
rather than by limitation.


 


E. Governing
Law.  This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York.


 


F. Amendments. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 





	 	COMPANY:
	 	 
	 	CM LIFE SCIENCES II INC., a Delaware corporation
	 	 
	 	By: 	/s/ Brian Emes
	 	 	Name: Brian Emes
	 	 	Title: Chief Financial Officer and Secretary
	 	 
	 	PURCHASERS:
	 	 	 
	 	CMLS HOLDINGS II LLC, a Delaware limited liability company
	 	 
	 	By: 	/s/ Keith Meister
	 	 	Name: Keith Meister
	 	 	Title: Manager
	 	 	 
	 	/s/ Troy Cox
	 	Name: Troy Cox
	 	 
	 	/s/ Stephen Quake
	 	Name: Stephen Quake
	 	 
	 	CONROY FAMILY FOUNDATION, INC.
	 	 
	 	By:  	/s/ Sheila Conroy
	 	 	Name: Sheila Conroy
	 	 	Title: President
	 	 
	 	THE KELLY FAMILY REVOCABLE LIVING TRUST DATED MARCH 31, 2015
	 	 
	 	By:  	/s/ Jason Kelly
	 	 	Name: Jason Kelly
	 	 	Title: Trustee


 


[Signature Page to Private Placement Warrants Purchase Agreement] 


 



     


     


    

 


Exhibit
A


  


	Name	 	Number of
 Private
 Placement
 Warrants
 (No

 Exercise of 
 Over-allotment
 Option)	 	 	Purchase Price
 (No

 Exercise of
 Over-allotment
 Option)	 	 	Number of Private
 Placement
 Warrants
 (Exercise of

 Over-allotment

Option in
 Full)	 	 	Purchase Price
 (Exercise of 

Over-allotment

Option in
 Full)	 
	CMLS Holdings II LLC	 	 	3,866,669	 	 	$	5,800,004	 	 	 	4,346,669	 	 	$	6,520,004	 
	Troy Cox	 	 	166,666	 	 	 	249,999	 	 	 	166,666	 	 	 	249,999	 
	The Kelly Family Revocable Living Trust Dated March 31, 2015	 	 	166,666	 	 	 	249,999	 	 	 	166,666	 	 	 	249,999	 
	Stephen Quake	 	 	166,666	 	 	 	249,999	 	 	 	166,666	 	 	 	249,999	 
	Conroy Family Foundation, Inc.	 	 	166,666	 	 	 	249,999	 	 	 	166,666	 	 	 	249,999	 
	Total	 	 	4,533,333	 	 	$	6,800,000	 	 	 	5,013,333	 	 	$	7,520,000