Exhibit 10.7


 


FORWARD PURCHASE AGREEMENT 


 


This Forward Purchase Agreement (this “Agreement”)
is entered into as of February 22, 2021, by and between CM Life Sciences II 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.


 


Recitals 


 


WHEREAS, the Company was incorporated for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of 24,000,000 units (or 27,600,000 units if the
underwriters’ over-allotment option (the “IPO Option”) is exercised in full) (the “Public Units”)
at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Company’s Class A common stock,
par value $0.0001 per share (the “Class A Shares,” and the Class A Shares included in the Public Units,
the “Public Shares”), and one-fifth of one redeemable warrant, where each whole redeemable warrant is exercisable
to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrants,” and the Warrants
included in the Public Units, the “Public Warrants”);


 


WHEREAS, the Company’s sponsor, CMLS Holdings
II LLC, and certain of the Company’s independent director nominees have severally agreed to purchase an aggregate of 4,533,333
warrants (or 5,013,333 warrants if the IPO Option is exercised in full) at a price of $1.50 per warrant in a private placement
that will close simultaneously with the closing of the IPO (the “Private Placement Warrants”);


 


WHEREAS, following the closing of the IPO (the
“IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties wish to enter into this
Agreement, pursuant to which, concurrently with the closing of the Company’s initial Business Combination (the “Business
Combination Closing”), the Company shall issue and sell to each Purchaser (as defined below), and each Purchaser shall
purchase from the Company, on a private placement basis, the number of Class A Shares (the “Forward Purchase Shares”)
determined pursuant to Section 1 hereof, subject to the terms and conditions set forth herein;


 


WHEREAS, concurrently with
this Agreement, the Company has entered into an agreement in the form of this Agreement (the “Other Forward Contract”)
with Casdin Capital, LLC, acting solely in its capacity as investment advisor to one or more Clients managed from time to time
by such advisor pursuant to which such advisor may allocate to one or more of such Clients or assign to one or more third parties
the obligation to purchase forward purchase shares (the advisor under the Other Forward Contract together with the Advisor, the
“Advisors,” and the purchasers under the Other Forward Contract together with the Purchasers, the “Forward
Contract Parties” and each, a “Forward Contract Party”) for the purchase of up to an aggregate of
3,750,000 Class A Shares, for a purchase price of $10.00 per share, upon the Business Combination Closing for an aggregate purchase
price of $37,500,000;


 


WHEREAS, proceeds from the IPO and the sale
of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust
account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration
Statement; and


 






     


     


    

 


WHEREAS, the amounts
available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other
equity or debt financing obtained by the Company in connection with the initial Business Combination (the “Available
Cash”), together with the proceeds from the sale of the Forward Purchase Shares, will be used to satisfy the cash
requirements of the initial Business Combination, including funding the purchase price and paying expenses and retaining
amounts specified in the definitive agreement for the initial Business Combination (the “Definitive
Agreement”) to be retained for use by the post-initial Business Combination company for working capital or other
purposes (the “Cash Requirements”);


 


NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement 


	1.	Sale and Purchase.


 


(a) 
Forward Purchase Shares.


 


(i) 
Subject to Sections 1(a)(ii), (iii), and (iv) hereof, the Company shall issue and sell to the Purchaser or
Purchasers, determined as set forth in Section 1(a)(ii)(B) hereof, and the Purchaser or Purchasers shall purchase from the
Company, up to an aggregate maximum of 3,750,000 Forward Purchase Shares (the “Maximum Shares”), for a purchase
price of $10.00 per Forward Purchase Share (the “Forward Purchase Price”), or up to a maximum of $37,500,000
in the aggregate.


 


(ii) 
The number of Forward Purchase Shares to be issued and sold by the Company and purchased
by each Purchaser hereunder shall be determined as follows:


 


(A) As soon as reasonably practicable, but
in no event less than fifteen (15) Business Days prior to the Company’s entry into the Definitive Agreement, the Company
shall provide the Advisor with notice (the “Initial Company Notice”) of the number of Forward Purchase Shares
desired to be issued and sold by the Company pursuant to this Agreement. Such number of Forward Purchase Shares shall be determined
by the Company, in its sole discretion, based on, but not limited to, the Cash Requirements and the Available Cash; provided,
however, that such number shall in no event exceed the Maximum Shares. Following delivery of the Initial Company Notice,
the Company shall provide the Advisor with such other information as the Advisor (or any applicable Transferee pursuant to Section 6(b)
hereof) may reasonably request so that the Advisor may appropriately determine the allocation of the Forward Purchase Shares pursuant
to Section 1(a)(ii)(C) hereof.


 


(B) Subject
to Section 1(a)(ii)(C) hereof, within ten (10) Business Days after receipt of the Initial Company Notice, the Advisor shall
(i) allocate to one or more Clients or, in lieu of allocating to a Client, assign to one or more third parties (together with the
Clients, the “Purchasers” and individually, a “Purchaser”), in whole or in part, the obligation
to purchase the Forward Purchase Shares set forth in the Initial Company Notice and (ii) provide the Company with notice (the “Initial
Purchaser Notice”) of the identity of each Purchaser and the number of Forward Purchase Shares it has allocated or assigned
to each Purchaser pursuant to this Agreement, if any, which shall not exceed the Maximum Shares. Upon such allocation or assignment:


 


1. such Purchaser
shall execute a signature page to this Agreement, substantially in the form attached as Exhibit A hereto (a
“Purchaser Joinder”), which shall reflect the number of Forward Purchase Shares to be purchased by such
Purchaser and shall constitute the binding obligation of such Purchaser to purchase
such Forward Purchase Shares, subject to the terms and conditions of this Agreement, and, upon such execution, such
Purchaser shall have all the rights and obligations of a Purchaser hereunder with respect to such Forward Purchase Shares and
shall make all of the representations, warranties, covenants and agreements of a Purchaser hereunder, and references herein
to the “Purchaser” shall be deemed to refer to such Purchaser and to its Forward Purchase Shares; provided,
that any representations, warranties, covenants and agreements of such Purchaser and any other Purchaser shall be several and
not joint and shall be made as to such Purchaser or any other Purchaser, as applicable, as to itself only; provided, further,
that notwithstanding anything to the contrary contained herein, to the extent the Company proposes to obtain alternative
financing to fund the initial Business Combination in the form of an offering of New Equity Securities (“Alternative
Financing”) and a Purchaser participates in such Alternative Financing pursuant to Section 5 hereof, the
aggregate commitment hereunder shall be reduced by the amount of such Purchaser’s participation in such Alternative
Financing; and


 






    2


     


    

 


2. upon
a Purchaser’s execution and delivery of a Purchaser Joinder, the number of Forward Purchase Shares to be purchased by such
Purchaser hereunder shall be reflected in Schedule A to this Agreement. For the avoidance of doubt, this Agreement need
not be amended and restated in its entirety, but only Schedule A need be completed by each of the Purchaser and the Company
upon the occurrence of any such allocation of the Forward Purchase Shares.


 


(C) Notwithstanding the foregoing, the Advisor
shall only be obligated to allocate the purchase of some or all of the number of Forward Purchase Shares set forth in the Initial
Company Notice to any Client if and only if: (i) the initial Business Combination is proposed to be consummated with a company
engaged in a business that is within the investment objectives of such Client; and (ii) the initial Business Combination, including
the target assets or business, and the terms of the initial Business Combination, are reasonably acceptable to such Client, as
determined by the Advisor in its sole discretion (it being understood that the Advisor may consider many of the same criteria as
the Company will consider, but will also consider whether the investment is an appropriate investment for such Client, including
whether the investment complies with any guidelines, restrictions or conflicts of interest provisions applicable to such Client),
and if not all of the Forward Purchase Shares set forth in the Initial Company Notice are allocated to Clients, the Advisor may,
but shall not be obligated to, assign the obligation to purchase such Forward Purchase Shares to one or more third parties. The
Company acknowledges that this Agreement is neither a commitment nor an obligation of any Client to purchase any Forward Purchase
Shares, unless otherwise expressly agreed in writing by such Client by execution and delivery of a Purchaser Joinder.


 


(iii) 
At least two (2) Business Days before the Business Combination Closing, the Company shall provide each Purchaser with an updated
notice (the “Final Company Notice”) including:


 


(A) its determination
of the number of Forward Purchase Shares that it desires each Purchaser to purchase pursuant to this Agreement;


 


(B) the anticipated
date of the Business Combination Closing; and


 


(C) instructions
for wiring the aggregate Forward Purchase Price for each such Purchaser’s Forward Purchase Shares.


 


(iv) 
At least one (1) Business Day before the Business Combination Closing, each Purchaser
shall provide the Company with an updated notice (the “Final Purchaser Notice”) of the number of Forward Purchase
Shares it will be obligated to purchase pursuant to this Agreement, with no further notification or confirmation necessary from
the Company, which number shall not be less than the lesser of (A) the number of Forward Purchase Shares that such Purchaser
was obligated to purchase pursuant to such Purchaser’s Purchaser Joinder and (B) the number of Forward Purchase Shares
that the Company desires the Purchaser to purchase as specified in the Final Company Notice.


 


(v)  The closing
of the sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the same date and
concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing
Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the
Company the aggregate Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately
available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing.
Immediately prior to the Forward Closing on the Forward Closing Date, (i) the aggregate Forward Purchase Price shall be
released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such
release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens
or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of
the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser,
as applicable. In the event the Business Combination Closing does not occur within five (5) Business Days of the date
scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one
(1) Business Day thereafter) return the aggregate Forward Purchase Price to the Purchaser. For purposes of this
Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a
day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York,
New York.


 






    3


     


    

 


(b) Legends. Each
register and book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing
the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


2. Representations and Warranties of the Advisor. The Advisor represents and warrants to the Company as follows, as of the date hereof: 



 


(a) 
Organization and Power. The Advisor is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be
conducted.


 


(b) Authorization. The Advisor has
full power and authority to enter into this Agreement.


 


(c) 
Compliance with Other Instruments. The execution, delivery and performance by the Advisor of this Agreement will not result
in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ
or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or
by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound
or (v) of any provision of federal or state statute, rule or regulation applicable to the Advisor, in each case (other than clause
(i)), which would have a material adverse effect on the Advisor.


 


3. Representations and Warranties of the Purchaser. Each Purchaser that executes and delivers a Purchaser Joinder represents and warrants to the Company, as of the date of the Purchaser Joinder, as follows: 



 


(a) 
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be
conducted.


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the
Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined below)
may be limited by applicable federal or state securities laws.


 


(c) 
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection
with the consummation of the transactions contemplated by this Agreement.


 






    4


     


    

 


(d)  Compliance with Other Instruments.
The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents,
(ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule
or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on
the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 


(e) 
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities
laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have
any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or
to any third Person, with respect to any of the Forward Purchase Shares. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f)
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Forward Purchase Shares, as well as the terms of the Company’s
proposed IPO, with the Company’s management.


 


(g) 
Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser
has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”),
by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The
Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and
state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless
they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares,
or any Class A Shares into which the Forward Purchase Shares may be converted or exercised, for resale, except for the Registration
Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase
Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is
under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement
for its proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares is not, and is not intended to
be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act
with respect to the Forward Purchase Shares.


 


(h) 
No Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Shares, and that the
Company has made no assurances that a public market will ever exist for the Forward Purchase Shares.


 


(i) 
High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares involves a high
degree of risk which could cause the Purchaser to lose all or part of its investment.


 


(j)
Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


(k) 
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Shares.



 






    5


     


    

 


(l) 
Residence. The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser
set forth on the signature page hereof.


 


(m) Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the
treatment of non-public information relating to the Company.


 


(n) 
Adequacy of Financing. At the time of the Forward Closing, the Purchaser will have available to it sufficient funds to satisfy
its obligations under this Agreement.


 


(o) 
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person
acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has
made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and
this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company in Section 4 of this Agreement and in any certificate or agreement delivered
pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties
that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively,
the “Company Parties”).


 


4. Representations and Warranties of the Company. The Company represents and warrants to the Advisor and the Purchaser as follows: 



 


(a) 
Incorporation and Corporate Power. The Company is a corporation duly incorporated and validly existing and in good standing
as a corporation under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business
as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b) 
Capitalization. On the date hereof, the authorized share capital of the Company consists of:


 


(i) 
100,000,000 Class A Shares, none of which are issued and outstanding.


 


(ii) 
10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per shares (the “Class B Shares”),
6,900,000 of which are issued and outstanding. All of the outstanding Class B Shares have been duly authorized, are fully
paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(iii) 
1,000,000 preferred shares, none of which are issued and outstanding.


 


(c) 
Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order
to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Shares at the Forward Closing, has been
taken or will be taken prior to the Forward Closing. All action on the part of the stockholders, directors and officers of the
Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this
Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Shares has been taken
or will be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the
valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application
relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions
contained in the Registration Rights may be limited by applicable federal or state securities laws.


 


(d)  Valid Issuance
of Shares. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable, and free of all preemptive or similar rights,
taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions
on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by
or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the
filings described in Section 4(e) below, the Forward Purchase Shares will be issued in compliance with all applicable
federal and state securities laws.


 






    6


     


    

 


(e) 
Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in
this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation
of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws, if any, and pursuant to the Registration Rights.


 


(f) 
Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s
amended and restated certificate of incorporation, as it may be amended from time to time (the “Charter”), bylaws
or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company
is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which
it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is
bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other
than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated
by this Agreement.


 


(g) 
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct,
any operations other than organizational activities and activities in connection with offerings of its securities.


 


(h) 
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has
either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Shares.


 


(i)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made,
makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering,
the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Advisor in Section 2 of the Agreement and by the Purchaser
in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically
disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.


 


5.
Right of First Offer. Subject to the terms and conditions of this Section 5, if, in connection with or prior to the
Business Combination Closing, the Company proposes to issue any equity securities, or securities convertible into, exchangeable
or exercisable for equity securities, other than the Public Units (and their component Public Shares and Public Warrants) and the
Excluded Securities (as defined below) (“New Equity Securities”), or offer or seek commitments for any New Equity
Securities to backstop any such capital raise, the Company shall first make an offer of the New Equity Securities to the Advisors
on behalf of their respective Clients or other Purchasers in accordance with the following provisions of this Section 5:


 


(a) 
Offer Notice.


 


(i)  The Company
shall give written notice (the “Offering Notice”) to the Advisors stating its bona fide intention to offer
the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including
the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable pro
rata share of such New Equity Securities offered to each of the Advisors pursuant to such Offering Notice, which
shall be 50% of such New Equity Securities. 


 






    7


     


    

 


(ii) 
The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to Clients managed by the Advisors
or other Purchasers, which offer shall be irrevocable for a period of ten (10) Business Days (the “ROFO Notice Period”).


 


(b) 
Exercise of Right of First Offer.


 


(i) 
Upon receipt of the Offering Notice, the Advisors shall have until the end of the ROFO Notice Period to accept the Company’s
offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a written
notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients
or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice
and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so
delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers.


 


(ii) 
If one of the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting all of the New Equity Securities
offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity
Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived
New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during
the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it,
the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such
Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial
ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent
Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO
Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity
Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers.


 


(iii) 
If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting
for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients
and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not
accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of
such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section
5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time
thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company
does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights
provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first
re-offered to the Advisors in accordance with this Section 5.


 


(c) 
Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class
A Shares for which such Class B Shares are convertible) issued to the Sponsor prior to the IPO, private placement warrants issued
by the Company in connection with the IPO for $1.50 per warrant for an aggregate of $6,800,000 (or $7,520,000 if the underwriters’
over-allotment option is exercised in full) and which have the same exercise price as the Warrants (“Private Placement
Warrants”) issued pursuant to a private placement agreement by and among the Company and the parties thereto (the “Private
Placement Warrant Agreement”), working capital loans to the Company to finance transaction costs in connection with an
intended initial Business Combination to the extent they may be convertible at the option of the lender into warrants of the post-
initial Business Combination entity (“Working Capital Loans”)), warrants issued upon the conversion of Working
Capital Loans, any securities issued by the Company as consideration to any seller in the initial Business Combination and any
Class A Shares issued pursuant to this Agreement or the Other Forward Contract. 



 






    8


     


    

 


(d) 
Additional Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company
will not issue or agree to issue any securities (other than Forward Purchase Shares contemplated by this Agreement, the Other Forward
Contract, the Private Placement Warrants and the Public Units) without the Advisors’ prior written consent.


 


6. Registration Rights; Transfer



 


(a) 
Registration Rights. Each Purchaser shall be granted registration rights by the Company with respect to the Forward Purchase
Shares pursuant to the registration rights agreement (the “Registration Rights Agreement”) to be entered into
by the Company in connection with its IPO, a form of which has been filed with the registration statement relating to the Company’s
IPO (the “Registration Rights”). Upon a Purchaser’s entry into a Purchaser Joinder, such Purchaser shall
execute a joinder to the Registration Rights Agreement.


 


(b) 
Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s
obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole
or in part, to a Forward Contract Party or one or more third parties (each such transferee, a “Transferee”).
Upon any such assignment:


 


(i) 
the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s
signature page hereto (the “Transferee Joinder Agreement”), which shall reflect the number of Forward Purchase
Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee
shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references
herein to the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee
and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser
and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable,
as to itself only; and


 


(ii) 
upon a Transferee’s execution and delivery of a Transferee Joinder Agreement, the number of Forward Purchase Shares to be
purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares to be purchased by the applicable
Transferee pursuant to the applicable Transferee Joinder Agreement, which reduction shall be evidenced by the Purchaser and the
Company amending Schedule A and Schedule B to this Agreement to reflect each transfer and updating the “Number
of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on the Purchaser’s
signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally
released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need
not be amended and restated in its entirety, but only Schedule A and Schedule B and the Purchaser’s signature
page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such
transfer of Transferee Securities.


 


7. Additional Agreements, Acknowledgements and Waivers of the Purchaser.



 


(a)  Lock-up;
Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares until 30 days after the
completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Shares are permitted
(any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any
affiliates or family members of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates
of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a
trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable
organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers
made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities
were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Business Combination;
(G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities
or other property subsequent to the completion of the initial Business Combination; (H) as a distribution to limited partners,
members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity
controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser
or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity
to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or
any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational
documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided,
however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter
into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale
or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the
rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Shares (excluding any pledges
in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
any of the Forward Purchase Shares, whether any such transaction is to be settled by delivery of such Forward Purchase Shares,
in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or
(y).


 






    9


     


    

 


(b) 
Trust Account.


 


(i) 
The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public
stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation
of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held
by it.


 


(ii) 
The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it.


 


8. Nasdaq Listing. The Company will use commercially reasonable efforts to effect the listing of the Units, Class A Shares
and Public Warrants on The Nasdaq Capital Market (“Nasdaq”) (or another national securities exchange) at the
time of the Business Combination Closing.


 


9. Forward Closing Conditions.



 


(a) 
Assuming such Purchaser has signed a Purchaser Joinder, the obligation of the Purchaser to purchase the Forward Purchase Shares
at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of
the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:


 


(i) 
The initial Business Combination shall be consummated concurrently with the purchase of the Forward Purchase Shares;


 


(ii) 
No amendment or modification of the terms of the initial Business Combination provided by the Company to the Advisor prior to the
execution by the Purchaser of a Purchaser Joinder shall have occurred that would reasonably be expected to materially and adversely
affect the economic benefits that the Purchaser would reasonably expect to receive under this Agreement without having received
Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed);



 






    10


     


    

 


(iii) 
The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation;


 


(iv) 
The representations and warranties of the Company set forth in Section 4 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect
as though such representations and warranties had been made on and as of such date (other than any such representation or warranty
that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the
failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;


 


(v) 
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 


(vi) 
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


 


(b) 
The obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject
to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted
by applicable laws, may be waived by the Company:


 


(i) 
The initial Business Combination shall be consummated concurrently with the purchase of Forward Purchase Shares;


 


(ii) 
The representations and warranties of the Purchaser set forth in Section 3 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect
as though such representations and warranties had been made on and as of such date (other than any such representation or warranty
that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the
failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions
contemplated by this Agreement;


 


(iii) 
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 


(iv) 
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


 


10. Termination. This Agreement may be terminated at any time prior to the Forward Closing: 



 


(a) 
by mutual written consent of the Company and the Purchaser;


 


(b) 
automatically


 


(i) 
if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or


 


(ii) 
if a Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved
by the Company’s stockholders.



 






    11


     


    

 


In the event of any termination of this Agreement pursuant to this
Section 10, the Forward Purchase Price (and interest thereon, if any), if previously paid with respect to any Forward
Purchase Shares, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter
this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the
Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 10 shall relieve
either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations,
warranties, covenants or agreements contained in this Agreement.


 


11. General Provisions.



 


(a) 
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when
sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally
recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All
communications sent to the Company shall be sent to: CM Life Sciences II Inc., c/o Corvex Management LP, 667 Madison Avenue, New
York, New York 10065, Attn: Brian Emes, Chief Financial Officer, email: bemes@corvexcap.com, with a copy to the Company’s
counsel at: White & Case LLP, 1221 Avenue of the Americas, New York, New York 10022, Attn: Joel L. Rubinstein, Esq., email:
joel.rubinstein@whitecase.com.


 


All communications to the Purchaser shall be sent to the Purchaser’s
address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently
modified by written notice given in accordance with this Section 11(a).


 


(b) 
No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for
any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees
or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission
or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses
of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives
is responsible.


 


(c) 
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the
Forward Closing.


 


(d) 
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto
or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e) 
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding
upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)  
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written approval of the other party.



  


(g) 
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument.


 


(h) 
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any
way the meaning or interpretation of this Agreement.


 






    12


     


    

 


(i) 
Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant
to the laws of the State of New York, without giving effect to its choice of laws principles.


 


(j) 
Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of
any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action
or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District
Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an
inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof
may not be enforced in or by such court.


 


(k) 
Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant
to this Agreement and the transactions contemplated hereby.


 


(l) 
Amendments. This Agreement may not be amended, modified or waived as to any particular provision except with the prior written
consent of the Company and the Purchaser.


 


(m) 
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement,
as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to
be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator
making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is
enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will
be enforced.


 


(n) 
Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and
expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the
fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the
Forward Purchase Shares.


 


(o)  Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to
include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant.


 


(p) 
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) 
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


[Signature Page Follows]


 



    13


     


    




 



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


 


	ADVISOR:	 
	 	 
	CORVEX MANAGEMENT LP	 
	 	 	 
	By:	
        /s/ Keith Meister
	 
	Name:  	Keith Meister	 
	Title:	Managing Partner 	 


 


	COMPANY:	 
	 	 
	CM LIFE SCIENCES II INC.	 
	 	 	 
	By:	
        /s/ Brian Emes
	 
	Name:  	Brian Emes	 
	Title:	Chief Financial Officer and Secretary	 


 






    14


     


    

 



EXHIBIT A


 


FORM OF PURCHASER JOINDER


 


	Number of Forward Purchase Shares:	 	 	 
	Aggregate Purchase Price for Forward Purchase Shares:	 	$		 
	 	 	 	 	 




 


TO BE EXECUTED UPON ANY ALLOCATION AND/OR REVISION IN ACCORDANCE
WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE SHARES” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE
SECURITIES” SET FORTH ABOVE:


 


Number of Forward Purchase Shares and Aggregate
Purchase Price for Forward Purchase Shares as of      , 20[    ], accepted and agreed
to as of this      day of      , 20[    ].


 


	 	PURCHASER:
	 	 
	 	[                                                     ]
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:  	 
	 	 	 
	 	Address for Notices:  
	 	 
	 	COMPANY:
	 	 
	 	CM LIFE SCIENCES II INC.
	 	 	 
	 	By:	                                          
	 	Name:  	 
	 	Title:    	 



 






     


     


    





 


SCHEDULE A


 


ALLOCATION OF FORWARD PURCHASE SHARES


 


The following allocation of Forward Purchase
Shares has been made:


 


	Purchaser(s)	 	Number of Forward Purchase Shares to be Purchased	 
		 		        	 
	 	 	 	 	 




 


TO BE EXECUTED UPON ALLOCATION OF FORWARD PURCHASE SECURITIES:


 


Schedule A as of      ,
20[    ], accepted and agreed to as of this      day of      ,
20[    ] by:


 





	 	PURCHASER:
	 	 	 
	 	[                                                      ]
	 	 	 
	 	By:	                                     
	 	Name:	 
	 	Title:  	 
	 	 	 
	 	Address for Notices:  
	 	 	 
	 	COMPANY:
	 	 	 
	 	CM LIFE SCIENCES II INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:    	 


 



     


     


    





 


EXHIBIT B


 


FORM OF TRANSFEREE JOINDER


 


TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE
WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE SHARES” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE
SHARES” SET FORTH BELOW 


 


	Number of Forward Purchase Shares:	 	 	 
	 	 	 	 
	Aggregate Purchase Price for Forward Purchase Shares:	 	$	        	 
	 	 	 	 	 



 


Number of Forward Purchase Shares and Aggregate Purchase Price for
Forward Purchase Shares as of      , 202[    ],
accepted and agreed to as of this      day of      ,
202[    ].


 





	 	[                                                     ]
	 	 	 
	 	By:	                                     
	 	Name:	 
	 	Title:  	 
	 	 	 
	 	Address for Notices:  
	 	 	 
	 	CM LIFE SCIENCES II INC.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:  	 


 






     


     


    

 


SCHEDULE B


 


SCHEDULE OF TRANSFERS OF FORWARD PURCHASE
SHARES 


 


The following transfers of a portion of the original number of Forward
Purchase Shares have been made:


 


	Date of Transfer	 	Transferee	 	 	Number of
 Forward

Purchase

Shares
 Transferred	 	 	Purchaser Revised
 Forward

Purchase

Shares
 Amount	 
		 	 		 	 		             	 	 		             	 



 


TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL
DETERMINATION OF FORWARD PURCHASE SHARES: 


 


Schedule A as of      ,
202[    ], accepted and agreed to as of this      day of      ,
202[    ] by:


 


	[     ]	 	CM LIFE SCIENCES II INC.
	 	 	 	 
	By:	 	 	By:	      
	Name:  	 	 	Name:	 
	Title:	 	 	Title: