Exhibit
10.2


 


FORM
OF SUBSCRIPTION AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 5, 2021, by and between CM Life Sciences
III Inc., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).


 


WHEREAS,
the Issuer is concurrently with the execution and delivery hereof entering into that certain Agreement and Plan of Merger, dated as of
August 5, 2021 (as it may be amended, supplemented or restated from time to time in accordance with the terms of such agreement, the
“Business Combination Agreement”; capitalized terms used herein without definition shall have the meanings ascribed
thereto in the Business Combination Agreement), by and among the Issuer, Clover III Merger Sub Inc., a Delaware corporation (“Merger
Sub”) and a wholly owned subsidiary of the Issuer, and EQRx, Inc., a Delaware corporation (together with its direct and indirect
subsidiaries, “Target”), in substantially the same form provided to Subscriber prior to the date hereof, pursuant
to which, among other transactions, Merger Sub is to merge with and into Target, with Target continuing on as the surviving entity and
a wholly owned subsidiary of Issuer, on the terms and conditions set forth therein (the “Transactions”);


 


WHEREAS,
in connection with the Transactions and contingent on the closing of the Transactions pursuant to the terms and subject to the conditions
set forth in this Subscription Agreement, Subscriber desires to subscribe for and purchase from the Issuer that number of shares of the
Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Shares”), as set forth on
the signature page hereto (the “Acquired Shares”), for a purchase price of $10.00 per share (the “Per Share
Price”) and an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and
the Issuer desires to issue and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on
behalf of Subscriber to the Issuer on or prior to the Closing (as defined below);


 


WHEREAS,
the Issuer and Subscriber are executing and delivering this Subscription Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”);


 


WHEREAS,
in connection with the Transactions, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act) or institutional “accredited investors” (as such term is defined in Rule 501 under the Securities Act) that are “Institutional
Accounts” as defined in FINRA Rule 4512(c) (each an “Other Subscriber”) have (severally and not jointly) entered
into separate subscription agreements with the Issuer (the “Other Subscription Agreements”), substantially similar
to this Agreement, pursuant to which such investors have agreed to purchase Class A Shares on the Closing Date (as defined below) at
the Per Share Price (the “Other Acquired Shares”);


 


WHEREAS,
the aggregate amount of Class A Shares to be sold by Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements
as of the date hereof equals 100,000,000 Class A Shares; and


 


WHEREAS,
the aggregate amount of proceeds to the Issuer in connection with the purchase and sale of the Acquired Shares and the Other Acquired
Shares as of the date hereof equals $1,000,000,000.


 


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


 


		1.	Subscription.
                                            Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and
                                            purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment
                                            of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”). 



 






    	 	 	 



     


    

 


		2.	Closing.



 


		(a)	The
                                            closing of the Subscription contemplated hereby (the “Closing”) is contingent
                                            upon the substantially concurrent consummation of the Transactions and shall occur immediately
                                            prior thereto. Not less than five business days prior to the scheduled closing date of the
                                            Transactions (the “Closing Date”), the Issuer shall provide written notice
                                            to Subscriber (the “Closing Notice”) (i) of such Closing Date, (ii) that
                                            the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied
                                            or waived on or prior to the Closing Date and (iii) containing wire instructions for the
                                            payment of the Purchase Price. Subscriber shall deliver to the Issuer no later than two business
                                            days before the Closing Date (as specified in the Closing Notice) or such other date as otherwise
                                            agreed to by the Issuer and Subscriber (such date, the “Purchase Price Payment Date”)
                                            the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately
                                            available funds (i) to the account specified by the Issuer in the Closing Notice, to be held
                                            in a third-party escrow account (the “Escrow Account”) designated by the
                                            Issuer prior to the Closing Date for the benefit of Subscriber until the Closing Date, or
                                            (ii) in the case of a Subscriber that is an “investment company” registered under
                                            the Investment Company Act of 1940, as amended, to an account specified by the Issuer and
                                            subject to such procedures otherwise mutually agreed by Subscriber and the Issuer (“Alternative
                                            Settlement Procedures”). For the avoidance of doubt, mutually agreeable Alternative
                                            Settlement Procedures shall include, without limitation, Subscriber delivering to the Issuer
                                            on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars
                                            in immediately available funds to the account specified by the Issuer in the Closing Notice
                                            against delivery to the undersigned of the Acquired Shares in book entry form as set forth
                                            in the following sentence. On the Closing Date, the Issuer shall deliver to Subscriber (1) the
                                            Acquired Shares in book entry form (or, if requested by Subscriber in writing in advance
                                            of the Closing, in certificated form, duly executed on behalf of the Issuer and countersigned
                                            by the Issuer’s transfer agent (the “Transfer Agent”)), free and
                                            clear of any liens or other restrictions whatsoever (other than those arising under state
                                            or federal securities laws), in the name of Subscriber (or its nominee in accordance with
                                            its delivery instructions) or to a custodian designated by Subscriber, as applicable, and
                                            (2) a copy of the records of the Transfer Agent showing Subscriber as the owner of the
                                            Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”).
                                            Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer
                                            of Subscriber’s Deliveries by the Issuer to Subscriber (or its nominee in accordance
                                            with its delivery instructions), the Issuer shall, or shall cause the escrow agent for the
                                            Escrow Account to, on the Closing Date, release the Purchase Price from the Escrow Account
                                            to the Issuer. In the event the closing of the Transactions does not occur within two business
                                            days of the Closing Date specified in the Closing Notice, unless otherwise agreed by the
                                            Issuer and Subscriber, the Issuer shall, or shall cause the escrow agent for the Escrow Account
                                            to, promptly (but not later than two business days thereafter) return the Purchase Price
                                            to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account
                                            specified by Subscriber, and any book entries or share certificates shall be deemed cancelled.
                                            Notwithstanding such return or cancellation, unless and until this Subscription Agreement
                                            is terminated in accordance with Section 6 hereof, Subscriber shall remain obligated
                                            to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a
                                            new Closing Notice and, upon satisfaction or waiver of the conditions set forth in Section
                                            2(b), to consummate the Closing immediately prior to or substantially concurrently with
                                            the consummation of the Transactions. For purposes of this Subscription Agreement, “business
                                            day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in
                                            New York, New York, are open for the general transaction of business.



 






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		(b)	The
                                            Closing shall be subject to the satisfaction, or written waiver by each of the parties hereto,
                                            of the conditions that, on the Closing Date:



 


		(i)	solely
                                            with respect to Subscriber, the representations and warranties made by the Issuer (other
                                            than the representations and warranties set forth in Section 3(b), Section 3(c)
                                            and Section 3(h)) in this Subscription Agreement shall be true and correct in
                                            all material respects as of the Closing Date (other than those representations and warranties
                                            expressly made as of an earlier date, which shall be true and correct in all material respects
                                            as of such date, and other than those representations and warranties that are qualified as
                                            to materiality or Material Adverse Effect (as defined below), which shall be true and correct
                                            in all respects as of the Closing Date), and the representations and warranties made by the
                                            Issuer set forth in Section 3(b), Section 3(c) and Section 3(h) shall
                                            be true and correct in all respects as of the Closing Date (other than those representations
                                            and warranties expressly made as of an earlier date, which shall be true and correct in all
                                            respects as of such date), in each case without giving effect to the consummation of the
                                            Transactions, except as expressly set forth herein;



 


		(ii)	solely
                                            with respect to the Issuer, the representations and warranties made by Subscriber in this
                                            Subscription Agreement shall be true and correct in all material respects as of the Closing
                                            Date (other than those representations and warranties expressly made as of an earlier date,
                                            which shall be true and correct in all material respects as of such date, and other than
                                            those representations and warranties that are qualified as to materiality, which shall be
                                            true and correct in all respects as of the Closing Date), in each case without giving effect
                                            to the consummation of the Transactions;



 


		(iii)	solely
                                            with respect to the Issuer, Subscriber shall have delivered the Purchase Price in compliance
                                            with the terms of this Subscription Agreement;



 


		(iv)	no
                                            governmental authority having applicable jurisdiction or court of competent jurisdiction
                                            shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule
                                            or regulation (whether temporary, preliminary or permanent) which is then in effect, or threatened
                                            in writing to do so, that has the effect of restraining, enjoining or otherwise prohibiting
                                            or making illegal or otherwise preventing or prohibiting the consummation of the transactions
                                            contemplated by this Subscription Agreement;



 


		(v)	no
                                            suspension of the qualification of the Class A Shares for offering or sale or trading in
                                            any applicable jurisdiction, no suspension or removal from listing of the Class A Shares
                                            on the Nasdaq Stock Market (“Nasdaq”) and no initiation or threatening
                                            of any proceedings for any of such purposes or delisting, shall have occurred;



 






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		(vi)	the
                                            Issuer’s stockholders shall have approved the issuance of the Acquired Shares and Other
                                            Acquired Shares as and if required by Nasdaq rules;



 


		(vii)	solely
                                            with respect to Subscriber, the Issuer shall have made such filings with Nasdaq as are necessary
                                            for the listing of the Acquired Shares and Other Acquired Shares and such Acquired Shares
                                            and Other Acquired Shares shall have been approved for listing on Nasdaq, subject to notice
                                            of issuance thereof;



 


		(viii)	all
                                            conditions precedent to the closing of the Transactions set forth in the Business Combination
                                            Agreement shall have been satisfied or, subject to the other terms of this Subscription Agreement,
                                            waived (as determined by the Business Combination Agreement and related documentation) (other
                                            than those conditions that may only be satisfied at the closing of the Transactions, but
                                            subject to satisfaction or waiver by such party of such conditions as of the closing of the
                                            Transactions), and the closing of the Transactions shall occur substantially concurrently
                                            with or immediately following the Closing;



 


		(ix)	solely
                                            with respect to Subscriber, there shall have been no amendment, waiver or modification to
                                            the Other Subscription Agreements (including via a side letter or other agreement) that materially
                                            benefits (economically or otherwise) any such Other Subscriber thereunder (other than terms
                                            particular to the legal or regulatory requirements of such Other Subscriber or its affiliates
                                            or related persons) unless Subscriber has been offered substantially the same benefits;



 


		(x)	solely
                                            with respect to Subscriber, the Issuer shall have performed, satisfied and complied with
                                            the covenants and agreements required by this Subscription Agreement to be performed, satisfied
                                            or complied with by the Issuer at or prior to the Closing, except where the failure of such
                                            performance or compliance would not reasonably be expected to prevent, materially delay,
                                            or materially impair the ability of the Issuer or Subscriber to consummate the Closing; and



 


		(xi)	solely
                                            with respect to the Subscriber, except to the extent consented to in writing by Subscriber,
                                            the Business Combination Agreement (as filed with the Commission (as defined below) on or
                                            shortly after the date hereof) shall not have been amended, modified, supplemented or waived
                                            in a manner that would reasonably be expected to materially and adversely affect Subscriber,
                                            including with respect to the economic benefits that Subscriber would reasonably expect to
                                            receive under this Subscription Agreement.



 


		(c)	Prior
                                            to or at the Closing, upon the terms and subject to the conditions set forth in this Subscription
                                            Agreement, Subscriber and the Issuer shall use commercially reasonable efforts to take, or
                                            cause to be taken, all actions, and to do, or cause to be done, and to reasonably assist
                                            and cooperate with the other party hereto in providing such other information as is reasonably
                                            requested by the Issuer in connection with the issuance of the Acquired Shares to Subscriber.



 


		3.	Issuer
                                            Representations and Warranties. The Issuer represents and warrants that:



 


		(a)	The
                                            Issuer has been duly incorporated and is validly existing as a corporation in good standing
                                            under the laws of the State of Delaware, with corporate power and authority to own, lease
                                            and operate its properties and conduct its business as presently conducted and to enter into,
                                            deliver and perform its obligations under this Subscription Agreement.



 






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		(b)	As
                                            of the Closing Date, the Acquired Shares will be duly authorized by the Issuer and, when
                                            issued and delivered to Subscriber against full payment for the Acquired Shares in accordance
                                            with the terms of this Subscription Agreement, the Acquired Shares will be validly issued,
                                            fully paid and non-assessable, free and clear of all liens or other restrictions (except
                                            as otherwise stated herein) and will not have been issued in violation of or subject to any
                                            preemptive or similar rights created under the Issuer’s certificate of incorporation
                                            and bylaws (each, as amended concurrently with the Closing), under the laws of the State
                                            of Delaware, under any agreement or instrument to which the Issuer is a party or by which
                                            the Issuer is bound, or otherwise.



 


		(c)	This
                                            Subscription Agreement, the Business Combination Agreement, the Other Subscription Agreements
                                            and any other agreements related to or executed in connection with the Transactions (collectively,
                                            the “Transaction Documents”) have been duly authorized, executed and delivered
                                            by the Issuer and, assuming that the Transaction Documents have been duly authorized, executed
                                            and delivered by the other parties thereto, are valid and binding obligations of the Issuer,
                                            and are enforceable against it in accordance with their terms, except as may be limited or
                                            otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance,
                                            moratorium or other laws relating to or affecting the rights of creditors generally, and
                                            (ii) principles of equity, whether considered at law or in equity.



 


		(d)	The
                                            execution, delivery and performance of this Subscription Agreement and the other Transaction
                                            Documents, including the issuance and sale of the Acquired Shares and the consummation of
                                            the Transactions and other transactions contemplated hereby and thereby, do not and will
                                            not conflict with or result in a breach or violation of any of the terms or provisions of,
                                            or constitute a default under, or result in the creation or imposition of any lien, charge
                                            or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of
                                            (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other
                                            agreement or instrument to which the Issuer is a party or by which the Issuer is bound or
                                            to which any of the property or assets of the Issuer is subject; (ii) the organizational
                                            documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation
                                            of any court or governmental agency, taxing authority or regulatory body, domestic or foreign,
                                            having jurisdiction over the Issuer or any of its properties, that, in the case of clause
                                            (i) or (iii), would, individually or in the aggregate,reasonably be expected to have a Material
                                            Adverse Effect. For purposes of this Subscription Agreement, a “Material Adverse
                                            Effect” means an event, change, development, occurrence, condition or effect with
                                            respect to the Issuer and its subsidiaries, taken together as a whole (on a consolidated
                                            basis), treating the Transactions as having been consummated, that, individually or in the
                                            aggregate, would reasonably be expected to have a material adverse effect on the business,
                                            properties, assets, liabilities, operations, financial condition, stockholders’ equity
                                            or results of operations of the Issuer or Target or their respective subsidiaries individually
                                            or taken as a whole and including the combined company after giving effect to the Transactions,
                                            or materially affect, impede, or prevent the Issuer’s ability to consummate the (i)
                                            transactions contemplated hereby, including the issuance and sale of the Acquired Shares
                                            or (ii) the Transactions.



 






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		(e)	There
                                            are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution
                                            or similar provisions that will be triggered by the issuance of (i) the Acquired Shares,
                                            (ii) the Other Acquired Shares or (iii) the shares to be issued pursuant to the Transactions,
                                            in each case, that have not been or will not be validly waived on or prior to the Closing
                                            Date, including such terms of the Issuer’s Class B common stock, par value $0.0001
                                            per share (the “Class B Shares”), pursuant to the terms of the Issuer’s
                                            certificate of incorporation.



 


		(f)	The
                                            Issuer is not in default or violation (and no event has occurred which, with notice or the
                                            lapse of time or both, would constitute a default or violation) of any term, condition or
                                            provision of (i) the organizational documents of the Issuer, (ii) any loan or credit
                                            agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit,
                                            franchise or license to which, as of the date of this Subscription Agreement, the Issuer
                                            is a party or by which the Issuer’s properties or assets are bound or (iii) any
                                            statute or any judgment, order, rule or regulation of any court or governmental agency, taxing
                                            authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or
                                            any of its properties, except, in the case of clauses (ii) and (iii), for defaults or
                                            violations that have not had and would not reasonably be expected to have, individually or
                                            in the aggregate, a Material Adverse Effect.



 


		(g)	The
                                            Issuer is not required to obtain any consent, waiver, authorization or order of, give any
                                            notice to, or make any filing or registration with, any court or other federal, state, local
                                            or other governmental authority, self-regulatory organization or other person in connection
                                            with the execution, delivery and performance by the Issuer of this Subscription Agreement
                                            or the Transactions (including, without limitation, the issuance of the Acquired Shares),
                                            other than (i) the filing with the Securities and Exchange Commission (the “Commission”)
                                            of the Registration Statement (as defined below), (ii) filings required by applicable state
                                            securities laws, (iii) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements
                                            Act of 1976, if applicable; (iv) those required by Nasdaq, including with respect to
                                            obtaining approval of the Issuer’s stockholders; (v) those that will be obtained on
                                            or prior to the Closing (including those required to consummate the Transaction as provided
                                            under the Business Combination Agreement); and (vi) any filing, the failure of which
                                            to obtain would not reasonably be expected to have, individually or in the aggregate, a Material
                                            Adverse Effect.



 


		(h)	As
                                            of the date of this Subscription Agreement and as of immediately prior to the amendment and
                                            restatement of the Issuer’s certificate of incorporation contemplated by the Business
                                            Combination Agreement on the Closing Date, the authorized capital stock of the Issuer consists
                                            of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
                                            Stock”) and (ii) 400,000,000 shares of common stock, par value $0.0001 per share
                                            (the “Common Stock”), including (1) 380,000,000 Class A Shares and (2)
                                            20,000,000 Class B Shares. As of the date of this Subscription Agreement, (i) no shares
                                            of Preferred Stock are issued and outstanding, (ii) 55,200,000 Class A Shares are issued
                                            and outstanding, (iii) 13,800,000 Class B Shares are issued and outstanding and (iv)
                                            11,040,000 redeemable warrants (the “Public Warrants”) and 8,693,333 private
                                            placement warrants (the “Private Placement Warrants”, and together with
                                            the Public Warrants, the “Warrants”) are outstanding, none of which are
                                            exercisable on or prior to the Closing. All (i) issued and outstanding Class A Shares and
                                            Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable
                                            and are not subject to and were not issued in violation of any preemptive or similar rights
                                            and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid
                                            and are not subject to and were not issued in violation of any preemptive or similar rights.
                                            Except as set forth above and pursuant to the Other Subscription Agreements and the Business
                                            Combination Agreement, there are no outstanding options, warrants or other rights to subscribe
                                            for, purchase or acquire from the Issuer any shares of Common Stock or other equity interests
                                            in the Issuer, or securities convertible into or exchangeable or exercisable for such equity
                                            interests. As of the date hereof, other than Merger Sub, the Issuer has no subsidiaries and
                                            does not own, directly or indirectly, interests or investments (whether equity or debt) in
                                            any person, whether incorporated or unincorporated. There are no stockholder agreements,
                                            voting trusts or other agreements or understandings to which the Issuer is a party or by
                                            which it is bound relating to the voting of any securities of the Issuer, other than (i)
                                            as set forth in the SEC Reports (as defined below) and (ii) as contemplated by the Business
                                            Combination Agreement. Except as disclosed in the SEC Reports, as of the date hereof, the
                                            Issuer had no outstanding indebtedness and will not have any outstanding long-term indebtedness
                                            as of the Closing Date.



 






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		(i)	The
                                            Issuer is in compliance with all applicable laws and has not received any written communication
                                            from a governmental entity that alleges that the Issuer is not in compliance with or is in
                                            default or violation of any applicable law, except where such non-compliance, default or
                                            violation would not, individually or in the aggregate, reasonably be expected to have a Material
                                            Adverse Effect.



 


		(j)	The
                                            issued and outstanding Class A Shares are registered pursuant to Section 12(b)
                                            of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
                                            and are listed for trading on Nasdaq under the symbol “CMLT” (it being understood
                                            that the trading symbol will be changed in connection with the Transaction). There is no
                                            suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened
                                            against the Issuer by Nasdaq or the Commission with respect to any intention by such entity
                                            to deregister the Class A Shares or prohibit or terminate the listing of the Class A
                                            Shares on Nasdaq, excluding, for the purposes of clarity, the customary ongoing review by
                                            Nasdaq of the Issuer’s continued listing application in connection with the Transactions.
                                            The Issuer has taken no action that is designed to terminate or is reasonably expected to
                                            result in the termination of the registration of the Class A Shares under the Exchange
                                            Act or the listing of the Class A Shares on Nasdaq and is in compliance in all material
                                            respects with the listing requirements of Nasdaq.



 


		(k)	Assuming
                                            the accuracy of Subscriber’s representations and warranties set forth in Section 4
                                            of this Subscription Agreement and each of the Other Subscribers under their respective
                                            Other Subscription Agreement, no registration under the Securities Act is required for the
                                            offer and sale of the Acquired Shares or the Other Acquired Shares by the Issuer to Subscriber
                                            and to the Other Subscribers, as applicable, in the manner contemplated by this Subscription
                                            Agreement and the Other Subscription Agreements. The Acquired Shares and the Other Acquired
                                            Shares (i) were not offered by any form of general solicitation or general advertising and
                                            (ii) are not being offered in a manner involving a public offering under, or in a distribution
                                            in violation of, the Securities Act, or any state securities laws.



 


		(l)	As
                                            of their respective filing dates, or if amended prior to the date of this Subscription Agreement,
                                            as of the date of such amendment, all reports, statements and forms (including exhibits and
                                            other information incorporated therein) filed by the Issuer with the Commission under Sections
                                            13(a), 14(a) or 15(d) of the Exchange Act or filed pursuant to the Securities Act (the “SEC
                                            Reports”) complied in all material respects with the requirements of the Securities
                                            Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
                                            None of the SEC Reports when filed, or if amended, as of the date of such amendment (except
                                            to the extent that information contained in any SEC Report has been superseded by a later
                                            SEC Report), contained any untrue statement of a material fact or omitted to state a material
                                            fact required to be stated therein or necessary to make the statements therein not misleading,
                                            in the case of any SEC Report that is a registration statement, or included, when filed,
                                            any untrue statement of a material fact or omitted to state a material fact necessary in
                                            order to make the statements therein, in light of the circumstances under which they were
                                            made, not misleading, in the case of all other SEC Reports; provided, that with respect
                                            to the proxy statement/prospectus to be filed by the Issuer with respect to the Transactions
                                            or any other information relating to the Transactions or to Target or any of its affiliates
                                            included in any SEC Report or filed as an exhibit thereto, the representation and warranty
                                            in this sentence is made to the Issuer’s knowledge. There are no material outstanding
                                            or unresolved comments in comment letters from the Commission staff with respect to any of
                                            the SEC Reports. In addition, the Issuer has made available to Subscriber (including via
                                            the Commission’s EDGAR system) a copy of the SEC Reports filed with the Commission
                                            prior to the date of this Subscription Agreement. Each of the financial statements (including,
                                            in each case, any notes thereto) of the Issuer contained in the SEC Reports was prepared
                                            in accordance with U.S. generally accepted accounting principles (“GAAP”)
                                            applied on a consistent basis throughout the periods indicated (except as may be indicated
                                            in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of
                                            the Commission), each complied in all material respects with the rules and regulations of
                                            the Commission with respect thereto as in effect at the time of filing and each fairly presents,
                                            in all material respects, the financial position, results of operations and cash flows of
                                            the Issuer as at the respective dates thereof and for the respective periods indicated therein.
                                            Notwithstanding the foregoing, the representations and warranties in this Section 3(l) shall
                                            not apply to any information or statement in the SEC Reports that relates to the accounting
                                            treatment of Issuer’s issued and outstanding Warrants, or as to any deficiencies in
                                            disclosure (including, without limitation, with respect to internal control over financial
                                            reporting or disclosure controls and procedures) arising from the treatment of such Warrants
                                            as equity rather than liabilities in the Issuer’s financial statements, in light of
                                            the Commission’s “Staff Statement on Accounting and Reporting Considerations
                                            for Warrants Issued by Special Purpose Acquisition Companies” issued on April 12, 2021.



 






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		(m)	Except
                                            for such matters as have not had or would not reasonably be expected to have, individually
                                            or in the aggregate, a Material Adverse Effect, there is no (i) investigation, action,
                                            suit, claim or other proceeding, in each case by or before any governmental authority pending,
                                            or, to the knowledge of the Issuer, threatened against the Issuer or Target or (ii) judgment,
                                            decree, injunction, ruling or order of any governmental entity outstanding against the Issuer
                                            or Target.



 


		(n)	Except
                                            for placement fees payable to the Placement Agents (as defined below), the Issuer has not
                                            paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission
                                            in connection with its issuance and sale of the Acquired Shares, including, for the avoidance
                                            of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer and
                                            such relationships shall not have any liability on Subscriber. The Issuer is solely responsible
                                            for the payment of any fees, costs, expenses and commissions of the Placement Agents.



 


		(o)	Except
                                            as provided in this Subscription Agreement and the Other Subscription Agreements, none of
                                            the Issuer, its subsidiaries or any of its or their affiliates, nor any person acting on
                                            its or their behalf has, directly or indirectly, made any offers or sales of any security
                                            or solicited any offers to buy any security, under circumstances that would require registration
                                            of the issuance of any of the Acquired Shares under the Securities Act, whether through integration
                                            with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise.



 


		(p)	Neither
                                            the Issuer nor any of its subsidiaries has taken any steps to seek protection pursuant to
                                            any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation,
                                            administration or winding up or failed to pay its debts when due, nor does the Issuer or
                                            any subsidiary have any knowledge or reason to believe that any of their respective creditors
                                            intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.  



 


		(q)	The
                                            Issuer has not entered into any side letter or similar agreement or understanding (written
                                            or oral) with any Other Subscriber or any other investor relating to such Other Subscriber’s
                                            or other investor’s direct or indirect investment in the Issuer, other than the Business
                                            Combination Agreement, the Other Subscription Agreements, the Registration Rights Agreement
                                            (as defined below) to the extent that an Other Subscriber is party thereto, or any side letter
                                            or similar agreement unrelated to such Other Acquired Shares or whose terms and conditions
                                            are not materially more advantageous to such Other Subscriber than the terms and conditions
                                            hereunder are to Subscriber (other than terms particular to the legal or regulatory requirements
                                            of such Other Subscriber or its affiliates or related persons). The Other Subscription Agreements
                                            reflect the same Per Share Price and other material terms and conditions with respect to
                                            the purchase of the Other Acquired Shares that are no more favorable to such Other Subscriber
                                            thereunder than the terms and conditions of this Subscription Agreement (other than terms
                                            particular to the legal or regulatory requirements of such Other Subscriber or its affiliates
                                            or related persons). The Other Subscription Agreements have not been amended in any material
                                            respect following the date of this Subscription Agreement.



 


		(r)	The
                                            Issuer is not, and immediately after receipt of payment for the Acquired Shares and the Other
                                            Acquired Shares, and consummation of the Transactions, will not be, an “investment
                                            company” within the meaning of the Investment Company Act of 1940, as amended.



 






    8


     


    

 


		(s)	There
                                            has been no action taken by the Issuer, or, to the knowledge of the Issuer, any officer,
                                            director, equityholder, manager, employee, agent or representative of the Issuer, in each
                                            case, acting on behalf of the Issuer, in violation of any applicable Anti-Corruption Laws
                                            (as herein defined). The Issuer has not (i) been convicted of violating any Anti-Corruption
                                            Laws or subjected to any investigation by a governmental authority for violation of any applicable
                                            Anti-Corruption Laws, (ii) conducted or initiated any internal investigation or made a voluntary,
                                            directed, or involuntary disclosure to any governmental authority regarding any alleged act
                                            or omission arising under or relating to any noncompliance with any Anti-Corruption Laws
                                            or (iii) received any written notice or citation from a governmental authority for any actual
                                            or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, “Anti-Corruption
                                            Laws” means any applicable laws relating to corruption and bribery, including the
                                            U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any
                                            similar law that prohibits bribery or corruption.



 


		(t)	The
                                            Class A Shares are eligible for clearing through The Depository Trust Company (the “DTC”),
                                            through its Deposit/Withdrawal At Custodian (DWAC) system, and the Issuer is eligible and
                                            participating in the Direct Registration System (DRS) of DTC with respect to the Class A
                                            Shares. The Transfer Agent is a participant in DTC’s Fast Automated Securities Transfer
                                            Program.



 


		(u)	The
                                            Issuer acknowledges that there have been no, and in issuing the Acquired Shares the Issuer
                                            is not relying on any, representations, warranties, covenants and agreements made to the
                                            Issuer by Subscriber, any of its officers, directors or representatives or any other person
                                            or entity, expressly or by implication, other than those representations, warranties, covenants
                                            and agreements expressly stated in this Subscription Agreement.



 


		(v)	Upon
                                            the Closing, the Acquired Shares will not be subject to any Transfer Restriction. The term
                                            “Transfer Restriction” means any condition to or restriction on the ability
                                            of Subscriber to pledge, sell, assign or otherwise transfer the Acquired Shares under any
                                            organizational document or agreement of the Issuer, which for the avoidance of doubt excludes
                                            the restrictions on transfer described in Section 4(f) hereof with respect to the
                                            status of the Acquired Shares as “restricted securities” pending their resale
                                            pursuant to an effective registration statement under the Securities Act or an exemption
                                            from the registration requirements of the Securities Act.



 


		(w)	Neither
                                            the Issuer nor Target engages in (i) the design, fabrication, development, testing, production
                                            or manufacture of one or more “critical technologies” within the meaning of the
                                            Defense Production Act of 1950, as amended, including all implementing regulations thereof
                                            (the “DPA”) or (ii) the ownership, operation, maintenance, supply, manufacture,
                                            or servicing of “covered investment critical infrastructure” within the meaning
                                            of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part
                                            800). Neither the Issuer nor Target has any current intention of engaging in such activities
                                            in the future.



 


		(x)	Neither
                                            the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers
                                            or sales of any Issuer security or solicited any offers to buy any security under circumstances
                                            that would adversely affect reliance by the Issuer on Section 4(a)(2) of the Securities Act
                                            for the exemption from registration for the transactions contemplated hereby or would require
                                            registration of the issuance of the Acquired Shares under the Securities Act.



 






    9


     


    

 


		(y)	Issuer
                                            represents and warrants that neither the Issuer nor any of its directors is (i) a person
                                            or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive
                                            Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification
                                            List, each of which is administered by the U.S. Treasury Department’s Office of Foreign
                                            Assets Control (“OFAC”) (collectively, “OFAC Lists”),
                                            (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List;
                                            (iii) organized, incorporated, established, located, resident or born in, a country
                                            or territory that is the target of country-wide or territory-wide economic or trade sanctions
                                            (currently Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine), (iv) a
                                            Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515,
                                            or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
                                            shell bank. Issuer agrees to provide law enforcement agencies, if requested thereby, such
                                            records as required by applicable law, provided that Issuer is permitted to do so under applicable
                                            law. The Issuer also represents that, to the extent required, it maintains policies and procedures
                                            reasonably designed to ensure compliance with OFAC-administered sanctions programs.



 


		4.	Subscriber
                                            Representations and Warranties. Subscriber represents and warrants that:



 


		(a)	Subscriber
                                            is validly existing and in good standing under the laws of its jurisdiction of incorporation
                                            or formation, with power and authority to enter into, deliver and perform its obligations
                                            under this Subscription Agreement.



 


		(b)	This
                                            Subscription Agreement has been duly authorized, executed and delivered by Subscriber and,
                                            assuming that this Subscription Agreement has been duly authorized, executed and delivered
                                            by the Issuer, this Subscription Agreement is the valid and binding obligation of Subscriber,
                                            enforceable against Subscriber in accordance with its terms, except as may be limited or
                                            otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance,
                                            moratorium or other laws relating to or affecting the rights of creditors generally, and
                                            (ii) principles of equity, whether considered at law or in equity.



 


		(c)	The
                                            execution, delivery and performance by Subscriber of this Subscription Agreement, including
                                            the consummation of the transactions contemplated hereby, have been duly authorized and approved
                                            by all necessary action. Subscriber acknowledges that Subscriber shall be responsible for
                                            any of Subscriber’s tax liabilities that may arise as a result of the transactions
                                            contemplated by this Subscription Agreement, and that none of the Issuer, the Target or the
                                            Placement Agents or any of their respective affiliates, have provided any tax advice or any
                                            other representation or guarantee, whether written or oral, regarding the tax consequences
                                            of the transactions contemplated by this Subscription Agreement.



 


		(d)	The
                                            execution, delivery and performance by Subscriber of this Subscription Agreement, including
                                            the consummation of the transactions contemplated hereby will not conflict with or result
                                            in a breach or violation of any of the terms or provisions of, or constitute a default under,
                                            or result in the creation or imposition of any lien, charge or encumbrance upon any of the
                                            property or assets of Subscriber or any of its subsidiaries pursuant to the terms of (i)
                                            any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
                                            or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber
                                            or any of its subsidiaries is bound or to which any of the property or assets of Subscriber
                                            or any of its subsidiaries is subject; (ii) Subscriber’s organizational documents;
                                            and (iii) any statute or any judgment, order, rule or regulation of any court or governmental
                                            agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries
                                            or any of their respective properties, that, in the case of clauses (i) and (iii), would
                                            reasonably be expected to have a material adverse effect on the legal authority or ability
                                            of Subscriber to perform in any material respects its obligations hereunder.



 






    10


     


    

 


		(e)	Subscriber
                                            (i) is a “qualified institutional buyer” (as defined in Rule 144A under
                                            the Securities Act) or an institutional “accredited investor” (within the meaning
                                            of Rule 501(a) under the Securities Act) that is an “Institutional Account” as
                                            defined in FINRA Rule 4512(c), satisfying the applicable requirements set forth on Schedule
                                            A, (ii) is acquiring the Acquired Shares only for its own account for investment
                                            purposes only and not for the account of others, or if Subscriber is a “qualified institutional
                                            buyer” and is subscribing for the Acquired Shares as a fiduciary or agent for one or
                                            more investor accounts, each owner of such account is a “qualified institutional buyer”
                                            and Subscriber has full investment discretion with respect to each such account, and the
                                            full power and authority to make the acknowledgements, representations and agreements herein
                                            on behalf of each owner of each such account, and (iii) is not acquiring the Acquired
                                            Shares with a view to, or for offer or sale in connection with, any distribution thereof
                                            in violation of the Securities Act or any other securities laws of the United States or any
                                            other jurisdiction (and shall provide the requested information on Schedule A following
                                            the signature page hereto). Subscriber is not an entity formed for the specific purpose of
                                            acquiring the Acquired Shares, unless such newly formed entity is an entity in which all
                                            of the equity owners are “accredited investors” (within the meaning of Rule 501(a)
                                            under the Securities Act).



 


		(f)	Subscriber
                                            understands that the Acquired Shares are being offered in a transaction not involving any
                                            public offering within the meaning of the Securities Act and that the Acquired Shares have
                                            not been registered under the Securities Act or any other securities laws of the United States
                                            or any other jurisdiction. Subscriber understands that the Acquired Shares may not be resold,
                                            transferred, pledged or otherwise disposed of by Subscriber absent an effective registration
                                            statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii)
                                            pursuant to offers and sales that occur in an “offshore transaction” within the
                                            meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities
                                            Act (“Rule 144”), provided that all of the applicable conditions
                                            thereof (including those set out in Rule 144(i) which are applicable to the Issuer) have
                                            been met, or (iv) pursuant to another applicable exemption from the registration requirements
                                            of the Securities Act, including pursuant to a private sale effected under Section 4(a)(7)
                                            of the Securities Act or applicable formal or informal Commission interpretation or guidance,
                                            such as a so-called “4(a)(1) and a half” sale, and that any certificates or book-entry
                                            records representing the Acquired Shares shall contain a legend to such effect, which legend
                                            shall be subject to removal as set forth herein or in the Amended and Restated Registration
                                            Rights Agreement, dated the date hereof, by and among the Issuer and other parties thereto
                                            (the “Registration Rights Agreement”) (but only to the extent that Subscriber
                                            is party to the Registration Rights Agreement, in which case, notwithstanding anything else
                                            contained herein to the contrary, Section 5 and 8(c) hereof shall not apply
                                            and not be effective with respect to such Subscriber). Subscriber understands and agrees
                                            that the Acquired Shares will be subject to the foregoing restrictions and, as a result,
                                            Subscriber may not be able to resell readily the Acquired Shares and may be required to bear
                                            the financial risk of an investment in the Acquired Shares for an indefinite period of time.
                                            Subscriber understands that it has been advised to consult legal counsel prior to making
                                            any offer, resale, pledge, or transfer of any of the Acquired Shares. By making the representations
                                            herein, Subscriber does not agree to hold any of the Acquired Shares for any minimum or other
                                            specific term and reserves the right to assign, transfer or otherwise dispose of any of the
                                            Acquired Shares at any time in accordance with or pursuant to a registration statement or
                                            an exemption from the registration requirements of the Securities Act.



 






    11


     


    

 


		(g)	Subscriber
                                            understands and agrees that Subscriber is purchasing the Acquired Shares directly from the
                                            Issuer. Subscriber further acknowledges that there have been no, and in purchasing the Acquired
                                            Shares, Subscriber is not relying on any, representations, warranties, covenants or agreements
                                            made to Subscriber by Jefferies LLC, Cowen and Company, LLC, or J.P. Morgan Securities LLC
                                            (together, the “Placement Agents”), the Issuer, the Target, or any of
                                            their respective affiliates or any of their respective control persons, officers, directors,
                                            partners, agents or representatives, or any other person or entity, expressly or by implication,
                                            other than those representations, warranties, covenants and agreements expressly stated by
                                            the Issuer in this Subscription Agreement.



 


		(h)	To
                                            the extent applicable to it, Subscriber represents and warrants that its acquisition and
                                            holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction
                                            under section 406 of the Employee Retirement Income Security Act of 1974, as amended, section
                                            4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or
                                            any applicable similar law.



 


		(i)	In
                                            making its decision to purchase the Acquired Shares, Subscriber represents that it has conducted
                                            and completed its own independent due diligence and has independently made its own analysis
                                            and decision with respect to the Subscription. Subscriber further represents that, except
                                            for (i) the SEC Reports and (ii) the representations, warranties, covenants and agreements
                                            made by Issuer herein, it is relying exclusively on its own sources of information, investment
                                            analysis and due diligence (including professional advice Subscriber deems appropriate) with
                                            respect to the Subscription, the Acquired Shares and the business, condition (financial and
                                            otherwise), management, operations, properties and prospects of the Issuer, including but
                                            not limited to all business, legal, regulatory, accounting, credit and tax matters. Subscriber
                                            acknowledges and agrees that it has received and had an opportunity to review the offering
                                            materials made available to it in connection with the Subscription and such other information
                                            as Subscriber deems necessary in order to make an investment decision with respect to the
                                            Acquired Shares, including with respect to the Issuer, Target and the Transactions, in each
                                            case, made available prior to the date hereof. Subscriber represents and agrees that Subscriber
                                            and Subscriber’s professional advisor(s), if any, have had the opportunity to ask such
                                            questions, receive such answers and obtain such information from the Issuer directly as Subscriber
                                            and such Subscriber’s professional advisor(s), if any, have deemed necessary to make
                                            an investment decision with respect to the Acquired Shares. However, neither any such inquiries,
                                            nor any due diligence investigation conducted by Subscriber or any of Subscriber’s
                                            professional advisors nor anything else contained herein, shall modify, limit or otherwise
                                            affect Subscriber’s right to rely on the Issuer’s representations, warranties,
                                            covenants and agreements contained in this Subscription Agreement. Subscriber acknowledges
                                            that it is not relying upon, and has not relied upon any materials, presentations, statement,
                                            representation or warranty made or provided by any person, firm or corporation (including,
                                            without limitation, the Issuer, Target, the Placement Agents, any of their respective affiliates
                                            or any control persons, officers, directors, employees, agents or representatives of any
                                            of the foregoing), other than (i) the SEC Reports and (ii) the representations, warranties,
                                            covenants and agreements of the Issuer contained in this Subscription Agreement, in making
                                            its investment or decision to invest in the Issuer. Subscriber acknowledges and agrees that
                                            neither the Placement Agents, nor any of their respective affiliates or any of their respective
                                            control persons, officers, directors, employees, agents or representatives has provided Subscriber
                                            with any information or advice with respect to the Acquired Shares nor is such information
                                            or advice necessary or desired. Neither the Placement Agents nor any of their respective
                                            affiliates nor any of their respective control persons, officers, directors, employees, agents
                                            or representatives has made or makes any representation as to the Issuer, Target or the quality
                                            or value of the Acquired Shares. Further, the Placement Agents and any of their respective
                                            affiliates or any of their respective control persons, officers, directors, employees, agents
                                            or representatives may have acquired non-public information with respect to the Issuer or
                                            Target, which Subscriber agrees need not be provided to it. On behalf of itself and its affiliates
                                            participating in the Transactions, Subscriber acknowledges that none of the Placement Agents
                                            or any of their respective affiliates or any of their respective control persons, officers,
                                            directors, employees, agents or representatives shall have any liability or any obligation
                                            to Subscriber or its affiliates in respect of this Subscription Agreement or the transactions
                                            contemplated hereby including, but not limited to, any action heretofore or hereafter taken
                                            or omitted to be taken by any of them in connection with Subscriber’s purchase of the
                                            Acquired Shares.



 






    12


     


    

 


		(j)	Subscriber
                                            became aware of this offering of the Acquired Shares solely by means of direct contact between
                                            Subscriber and the Issuer and Target or by means of contact from one or more of the Placement
                                            Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between
                                            Subscriber and the Issuer or by contact between Subscriber and one or more Placement Agents.
                                            Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired
                                            Shares offered to Subscriber, by any other means, including, without limitation, any form
                                            of general solicitation or general advertising within the meaning of Rule 502(c) of the Securities
                                            Act.



 


		(k)	Subscriber
                                            acknowledges and agrees that the Placement Agents, and their respective affiliates, are acting
                                            solely as placement agents in connection with the Subscription and are not acting as underwriters
                                            or in any other capacity and, except as set forth in the immediately following sentence,
                                            are not and shall not be construed as a financial advisor or fiduciary for Subscriber, the
                                            Issuer or any other person or entity in connection with the Subscription. Subscriber acknowledges
                                            and agrees that J.P. Morgan Securities LLC is also separately acting as a financial advisor
                                            to the Target in relation to the Transactions and Jefferies LLC and Cowen and Company, LLC
                                            are acting as capital markets advisors to the Issuer in relation to the Transactions.



 


		(l)	Subscriber
                                            acknowledges that it is aware that there are substantial risks incident to the purchase and
                                            ownership of the Acquired Shares, including those set forth in the SEC Reports. Subscriber
                                            has such knowledge and experience in financial, business and private equity matters as to
                                            be capable of evaluating the merits and risks of an investment, both in general and with
                                            regard to transactions and investment strategies involving a security or securities, including
                                            Subscriber’s investment in the Acquired Shares, and Subscriber has sought such accounting,
                                            legal and tax advice as Subscriber has considered necessary to make an informed investment
                                            decision.



 


		(m)	Subscriber
                                            represents and acknowledges that, alone, or together with any professional advisor(s), Subscriber
                                            has analyzed and considered the risks of an investment in the Acquired Shares and determined
                                            that the Acquired Shares are a suitable investment for Subscriber and that Subscriber is
                                            able at this time and in the foreseeable future to bear the economic risk of a total loss
                                            of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that
                                            a possibility of total loss exists.



 


		(n)	Subscriber
                                            understands and agrees that no federal or state agency has passed upon or endorsed the merits
                                            of the offering of the Acquired Shares or made any findings or determination as to the fairness
                                            of this investment.



 


		(o)	Subscriber
                                            represents and warrants that Subscriber is not (i) a person or entity named on the OFAC
                                            Lists, (ii) owned or controlled by, or acting on behalf of, a person, that is named on an
                                            OFAC List; (iii) organized, incorporated, established, located, resident or born in,
                                            a country or territory that is the target of country-wide or territory-wide economic or trade
                                            sanctions (currently Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine), (iv) a
                                            Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515,
                                            or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
                                            shell bank. Subscriber agrees to provide law enforcement agencies, if requested thereby,
                                            such records as required by applicable law, provided that Subscriber is permitted
                                            to do so under applicable law. Subscriber represents that if it is a financial institution
                                            subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”),
                                            as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its
                                            implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber
                                            maintains policies and procedures reasonably designed to comply with applicable obligations
                                            under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains
                                            policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions
                                            programs, including for the screening of its investors against the OFAC Lists. Subscriber
                                            further represents and warrants that, to the extent required, it maintains policies and procedures
                                            reasonably designed to ensure that the funds held by Subscriber and used to purchase the
                                            Acquired Shares were legally derived.








 


		(p)	If
                                            Subscriber is an employee benefit plan that is subject to Title I of Employee Retirement
                                            Income Security Act of 1974, as amended (“ERISA”), a plan, an individual
                                            retirement account or other arrangement that is subject to section 4975 of the Code or an
                                            employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA),
                                            a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section
                                            4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to
                                            provisions under any other federal, state, local, non-U.S. or other laws or regulations that
                                            are similar to such provisions of ERISA or the Code, or an entity whose underlying assets
                                            are considered to include “plan assets” of any such plan, account or arrangement
                                            (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions
                                            of ERISA or section 4975 of the Code, then Subscriber represents and warrants that neither
                                            the Issuer, nor any of its affiliates (the “Transaction Parties”)
                                            has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to
                                            its decision to acquire and hold the Acquired Shares, and none of the Transaction Parties
                                            shall at any time be relied upon as the Plan’s fiduciary with respect to any decision
                                            to acquire, continue to hold or transfer the Acquired Shares.



 


		(q)	At
                                            the Purchase Price Payment Date, Subscriber will have sufficient funds to pay the Purchase
                                            Price pursuant to Section 2(a).



 






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		5.	Registration
                                            Rights.



 


		(a)	The
                                            Issuer agrees that, as soon as practicable, but in no event later than 30 calendar days after
                                            the Closing Date (the “Filing Date”), the Issuer will file with the Commission
                                            (at the Issuer’s sole cost and expense) a registration statement registering the resale
                                            of the Acquired Shares (the “Registration Statement”), and the Issuer
                                            shall use its commercially reasonable efforts to cause the Registration Statement to be declared
                                            effective as soon as practicable after the filing thereof, but no later than the earlier
                                            of (i) the 60th calendar day (or 90th calendar day if the Commission
                                            notifies the Issuer that it will “review” the Registration Statement) following
                                            the Closing and (ii) the fifth business day after the date the Issuer is notified (orally
                                            or in writing, whichever is earlier) by the Commission that the Registration Statement will
                                            not be “reviewed” or will not be subject to further review (the “Effectiveness
                                            Date”); provided, however, that if the Commission is closed for operations
                                            due to a government shutdown, the Effectiveness Date shall be extended by the same amount
                                            of days that the Commission remains closed for operations, provided, further, that
                                            the Issuer’s obligations to include the Acquired Shares in the Registration Statement
                                            are contingent upon Subscriber furnishing in writing to the Issuer such information regarding
                                            Subscriber, the securities of the Issuer held by Subscriber, the intended method of disposition
                                            of the Acquired Shares (which shall exclude underwritten public offerings) and such other
                                            information as shall be reasonably requested by the Issuer to effect the registration of
                                            the Acquired Shares, and Subscriber shall execute such documents in connection with such
                                            registration as the Issuer may reasonably request that are customary of a selling stockholder
                                            in similar situations, including providing that the Issuer shall be entitled to postpone
                                            and suspend the effectiveness or use of the Registration Statement during any customary blackout
                                            or similar period or as permitted hereunder; provided, further, that under no circumstances
                                            shall Subscriber be required to sign any type of lock-up or similar agreement or otherwise
                                            be subject to any contractual restriction on the ability to transfer the Acquired Shares.
                                            Any failure by the Issuer to file the Registration Statement by the Filing Date or to cause
                                            the effectiveness of such Registration Statement by the Effectiveness Date shall not otherwise
                                            relieve the Issuer of its obligations to file or cause the effectiveness of the Registration
                                            Statement as set forth above in this Section 5. The Issuer will provide a draft
                                            of the Registration Statement to Subscriber for review at least two business days in advance
                                            of filing the Registration Statement, and will promptly advise Subscriber when the Registration
                                            Statement has been declared effective by the SEC, provided that, for the avoidance
                                            of doubt, in no event shall the Issuer be required to delay or postpone the filing of such
                                            Registration Statement as a result of or in connection with Subscriber’s review. The
                                            Registration Statement shall include a “plan of distribution” that permits all
                                            lawful means of disposition of the Acquired Shares by the Subscriber, including block sales,
                                            agented transactions, sales directly into the market and other customary provisions (but
                                            excluding for the avoidance of doubt, underwritten offerings). In no event shall Subscriber
                                            be identified as a statutory underwriter in the Registration Statement unless requested by
                                            the Commission; provided, that, if the Commission requests that Subscriber be identified
                                            as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity
                                            to withdraw its Acquired Shares from the Registration Statement. Notwithstanding the foregoing,
                                            if the Commission prevents the Issuer from including any or all of the shares proposed to
                                            be registered under the Registration Statement due to limitations on the use of Rule 415
                                            of the Securities Act for the resale of the Acquired Shares by Subscriber, any Other Acquired
                                            Shares by any Other Subscribers or Class A Shares by any other selling stockholder named
                                            in the Registration Statement, the Issuer will promptly notify Subscriber of such event,
                                            and such Registration Statement shall register for resale such number of Class A Shares which
                                            is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such
                                            event, the number of Class A Shares to be registered for Subscriber, such Other Subscriber
                                            or other selling stockholder named in the Registration Statement shall be reduced pro rata
                                            among all such selling stockholders and as promptly as practicable after being permitted
                                            to register additional Acquired Shares under Rule 415 under the Securities Act, the Issuer
                                            shall amend the Registration Statement or file with the Commission, as promptly as allowed
                                            by the Commission, one or more registration statements to register the resale of those Registrable
                                            Securities (as defined below) that were not registered on the initial Registration Statement,
                                            as so amended and to cause such amendment or Registration Statement to become effective as
                                            promptly as practicable. The Issuer will, at its own expense, use its commercially reasonable
                                            efforts to maintain the continuous effectiveness of the Registration Statement until all
                                            such securities cease to be Registrable Securities. The Issuer will provide all customary
                                            and commercially reasonable cooperation necessary to (i) enable Subscriber to resell Registrable
                                            Securities pursuant to the Registration Statement or Rule 144, as applicable, (ii) qualify
                                            the Registrable Securities for listing on the primary stock exchange on which the Class A
                                            Shares are then listed, (iii) update or amend the Registration Statement as necessary to
                                            include Registrable Securities and (iv) provide customary notice to holders of Registrable
                                            Securities. “Registrable Securities” shall mean, as of any date of determination,
                                            the Acquired Shares and any other equity security of the Issuer issued or issuable with respect
                                            to the Acquired Shares by way of share split, dividend, distribution, recapitalization, merger,
                                            exchange, replacement or similar event or otherwise. As to any particular Registrable Securities,
                                            once issued, such securities shall cease to be Registrable Securities at the earliest of:
                                            (A) when Subscriber ceases to hold any Registrable Securities; (B) the date all Registrable
                                            Securities held by Subscriber may be sold without restriction under Rule 144, including without
                                            limitation, any volume and manner of sale restrictions which may be applicable to affiliates
                                            under Rule 144, and without the requirement for the Issuer to be in compliance with the current
                                            public information required under Rule 144, (C) when such securities shall have ceased to
                                            be outstanding or (D) four years from the date of effectiveness of the Registration Statement.



 






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		(b)	In
                                            the case of the registration, qualification, exemption or compliance effected by the Issuer
                                            pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform
                                            Subscriber as to the status of such registration, qualification, exemption and compliance.
                                            At its expense, the Issuer shall:



 


		(i)	except
                                            for such times as the Issuer is permitted hereunder to suspend the use of the prospectus
                                            forming part of a Registration Statement, use its commercially reasonable efforts to keep
                                            such registration, and any qualification, exemption or compliance under state securities
                                            laws which the Issuer determines to obtain, continuously effective with respect to Subscriber,
                                            and to keep the applicable Registration Statement or any subsequent shelf registration statement
                                            free of any material misstatements or omissions, for as long as Subscriber continues to hold
                                            Registrable Securities;



 


		(ii)	advise
                                            Subscriber, as promptly as practicable but in any event, within two business days:



 


		(1)	when
                                            a Registration Statement or any amendment thereto has been filed with the Commission and
                                            when such Registration Statement or any post-effective amendment thereto has become effective;



 


		(2)	of
                                            any request by the Commission for amendments or supplements to any Registration Statement
                                            or prospectus included therein or for additional information;



 


		(3)	of
                                            the issuance by the Commission of any stop order suspending the effectiveness of any Registration
                                            Statement or the initiation of any proceedings for such purpose;



 


		(4)	of
                                            the receipt by the Issuer of any notification with respect to the suspension of the qualification
                                            of the Acquired Shares included therein for sale in any jurisdiction or the initiation or
                                            threatening of any proceeding for such purpose; and



 


		(5)	subject
                                            to the provisions in this Subscription Agreement, of the occurrence of any event that requires
                                            the making of any changes in any Registration Statement or prospectus included therein so
                                            that, as of such date, the statements therein are not misleading and do not omit to state
                                            a material fact required to be stated therein or necessary to make the statements therein
                                            (and in the case of a prospectus, in the light of the circumstances under which they were
                                            made) not misleading.



 


Notwithstanding
anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with
any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence
of the events listed in (1) through (5) above may constitute material, non-public information regarding the Issuer;


 






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		(iii)	use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement as soon as reasonably practicable;



 


		(iv)	upon the occurrence of any event contemplated in Section 5(b)(ii)(5), except for such times as
the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the
Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration
Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers
of the Acquired Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;



 


		(v)	use its commercially reasonable efforts to cause all Acquired Shares to be listed on the primary securities
exchange or market, if any, on which the Class A Shares issued by the Issuer have been listed;



 


		(vi)	allow Subscriber to review and consent to disclosure specifically regarding Subscriber in the Registration
Statement on reasonable advance notice (which consent shall not be unreasonably withheld); and



 


		(vii)	use its commercially reasonable efforts to take all other steps reasonably necessary to effect the registration
of the Acquired Shares.



 






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		(c)	Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled
to delay the filing or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell
under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer
or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Issuer’s board of directors
reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Issuer in the Registration Statement
of material information that the Issuer has a bona fide business purpose or legal obligations for keeping confidential and the non-disclosure
of which in the Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon
the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such
circumstance, a “Suspension Event”); provided, however, that the Issuer (x) may not delay or suspend
the Registration Statement on more than two occasions or for more than 45 consecutive calendar days, or more than 60 total calendar
days, in each case during any 12-month period and (y) shall use commercially reasonable efforts to make such Registration Statement available
for the sale by the undersigned of such securities as soon as practicable thereafter. Upon receipt of any written notice from the Issuer
of the happening of any Suspension Event (which notice shall not contain material non-public information) during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will
immediately discontinue offers and sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance of doubt,
sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees
to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment
has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain
the confidentiality of any information included in such written notice delivered by the Issuer unless otherwise required by law or subpoena.
If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the
prospectus covering the Acquired Shares in Subscriber’s possession; provided, however, that this obligation to deliver or
destroy all copies of the prospectus covering the Acquired Shares shall not apply (1) to the extent Subscriber is required to retain
a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (b) in accordance with a bona fide pre-existing document retention policy or (2) to copies stored electronically on archival
servers as a result of automatic data back-up. For purposes of this Section 5, “Acquired Shares” shall mean, as of
any date of determination, the Acquired Shares purchased hereby and any other equity security issued or issuable with respect to the Acquired
Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, including any
equity securities received with respect to the Acquired Shares pursuant to the Transactions.



 


		(d)	Subscriber may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting
that Subscriber not receive notices from the Issuer otherwise required by this Section 5; provided, however,
that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently
revoked), (i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated
with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will
notify the Issuer in writing at least two business days in advance of such intended use, and if a notice of a Suspension Event was previously
delivered (or would have been delivered but for the provisions of this Section 5(d)) and the related suspension period remains
in effect, the Issuer will so notify Subscriber, within one business day of Subscriber’s notification to the Issuer, by delivering
to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the
conclusion of such Suspension Event promptly following its availability.



 






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		(e)	Indemnification.



 


		(i)	The Issuer shall, notwithstanding the termination of this Subscription Agreement, indemnify and hold harmless,
to the fullest extent permitted by law, Subscriber, its directors, officers, employees, agents, trustees, partners, members, managers,
stockholders, affiliates, investment advisors and sub-advisors, and each person who controls Subscriber (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and each of their directors, members, officers, employees and agents from
and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, any reasonable attorneys’
fees and expenses incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”)
that arise out of or are caused by (A) any untrue or alleged untrue statement of material fact contained in any Registration Statement
(or incorporated by reference therein), prospectus included in any Registration Statement (“Prospectus”) or preliminary
Prospectus or any amendment thereof or supplement thereto or document incorporated by reference therein or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which
they were made, not misleading, except insofar as, and to the extent, but only to the extent that,the same are caused by or contained
in any information furnished in writing to the Issuer by or on behalf of such Subscriber expressly for use therein, or (B) any violation
or alleged violation by the Issuer of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder,
in connection with the performance of its obligations under this Section 5. The Issuer shall notify Subscriber promptly of the
institution, threat or assertion (to the Issuer’s knowledge) of any proceeding arising from or in connection with the Transactions;
provided, however, that the indemnification contained in this Section 5(e)(i) shall not apply to amounts paid in
settlement of any Losses if such settlement is effected without the consent of the Issuer (which consent shall not be unreasonably withheld,
conditioned or delayed), nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which
occurs (A) in connection with any failure of such person to deliver or cause to be delivered a Prospectus made available by the Issuer
in a timely manner or (B) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Agreement.



 


		(ii)	In connection with any Registration Statement in which Subscriber is participating, Subscriber agrees,
severally and not jointly with any Other Subscriber or other investor that is a party to the Other Subscription Agreements, to indemnify
and hold harmless, to the fullest extent permitted by law, the Issuer, its directors and officers and agents and employees and each person
or entity who controls the Issuer (within the meaning of Section 15 of the Securities Act) against any Losses, resulting from or arising
out of any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances under which they were made, not misleading, but only to the extent
that such untrue statement or omission is contained (or not contained in the case of an omission) in and is based on any information or
affidavit so furnished in writing by or on behalf of Subscriber expressly for use therein; provided, however, that in no
event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber from the
sale of Acquired Shares pursuant to such Registration Statement giving rise to such indemnification obligation.



 






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		(iii)	Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying
party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair
any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of
any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by
the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.



 


		(iv)	The indemnification provided under this Subscription Agreement shall remain in full force and effect regardless
of any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling
person of such indemnified party and shall survive the transfer of the Acquired Shares.



 


		(v)	If the indemnification provided under this Section 5(e) from the indemnifying party is unavailable
or insufficient to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses
in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any
other relevant equitable considerations; provided, however, that in no event shall the liability of Subscriber be greater
in amount than the dollar amount of the net proceeds received by Subscriber from the sale of Acquired Shares pursuant to such Registration
Statement giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be
determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates
to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying
party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in Sections 5(e)(i), 5(e)(ii), 5(e)(iii), any legal or other fees, charges or
expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(e)(v)
from any person who was not guilty of such fraudulent misrepresentation.



 






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		(f)	In the event Subscriber is a party to the Registration Rights Agreement, this Section 5 shall not
apply and not be effective with respect to such Subscriber. For the avoidance of doubt, the Issuer acknowledges and agrees that Subscriber
is not party to the Registration Rights Agreement.



 


		6.	Termination. This Subscription Agreement shall terminate and be void and of no further force and
effect (except for those provisions expressly contemplated to survive termination of this Subscription Agreement in accordance with Section
9(d)), and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party
in respect thereof (except with respect to those provisions expressly contemplated to survive termination of this Subscription Agreement
in accordance with Section 9(d)), upon the earlier to occur of (a) such date and time as the Business Combination Agreement
is terminated in accordance with its terms, (b)  the mutual written agreement of each of the parties hereto to terminate this Subscription
Agreement, (c) if on the Closing Date, any of the conditions to Closing set forth in Section 2 of this Subscription Agreement
are not satisfied or waived, and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated
at the Closing or (d) the Outside Date (as defined in the Business Combination Agreement as filed with the Commission on or shortly after
the date hereof); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the
time of termination, and each party will be entitled to any remedies at law or in equity to recover Losses, liabilities or damages arising
from such breach. The Issuer shall promptly notify Subscriber in writing (with email being sufficient) of the termination of the Business
Combination Agreement. Upon the termination hereof, any monies paid by Subscriber to the Issuer in connection herewith shall promptly
(and in any event within one business day) be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available
funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding, charges or set-off, whether
or not the Transactions shall have been consummated.



 


		7.	Additional Agreements and Waivers of Subscriber.



 


(a)
Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or assets.
Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated April
6, 2021 (the “April 6, 2021 Prospectus”), available at sec.gov, substantially all of the Issuer’s assets consist
of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially all of
those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of its public stockholders
and the underwriters of its initial public offering. Except with respect to interest earned on the funds in the Trust Account that may
be released to the Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set
forth in the April 6, 2021 Prospectus. For and in consideration of the Issuer entering into this Subscription Agreement, the receipt and
sufficiency of which are hereby acknowledged, Subscriber hereby irrevocably waives any and all right, title and interest, or any claim
of any kind it has or may have in the future as a result of, or arising out of, this Subscription Agreement, in or to any monies held
in the Trust Account, and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account
as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, regardless
of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided however, that nothing
in this Section 7 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue
of such Subscriber’s (x) record or beneficial ownership of Class A Shares acquired by any means other than pursuant to this Subscription
Agreement or (y) redemption rights in connection with the Transactions with respect to any Class A Shares of the Issuer owned by such
Subscriber. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Acquired Shares pursuant
to the Issuer’s certificate of incorporation in connection with the Transactions or any other business combination, any subsequent
liquidation of the Trust Account or the Issuer or otherwise. In the event Subscriber has any claim against the Issuer as a result of,
or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Acquired Shares, it shall pursue such claim
solely against the Issuer and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in
the Trust Account. This paragraph shall survive any termination of this Subscription Agreement. 


 






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(b)
No Hedging. Subscriber hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding
with it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in
other hedging transactions of any kind directly with respect to the Acquired Shares during the period from the date of this Subscription
Agreement through the Closing (or such earlier termination of this Subscription Agreement). Notwithstanding anything to the contrary set
forth herein, (i) nothing in this Section 7(b) shall prohibit any entities under common management or that share an investment
adviser with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in this transaction
(including Subscriber’s controlled affiliates and/or affiliates) from entering into any short sales or engaging in other hedging
transactions; and in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio
managers managing other portions of such Subscriber’s assets, this Section 7(b) shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares covered by this Subscription
Agreement. The Issuer acknowledges and agrees that, notwithstanding anything herein to the contrary, the Acquired Shares may be pledged
by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an available
exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement
that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Acquired Shares shall
not be required to provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor its counsel
shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any
such lender of such margin agreement with an acknowledgment that the Acquired Shares are not subject to any contractual lock up or prohibition
on pledging, the form of such acknowledgment to be subject to review and comment by the Issuer in all respects.


 


		8.	Issuer’s Covenants.



 


		(a)	Except as contemplated herein, the Issuer, its subsidiaries and their respective controlled affiliates
shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration
of the issuance of any of the Acquired Shares under the Securities Act.



 


		(b)	With a view to making available to Subscriber the benefits of Rule 144 or any other similar rule or regulation
of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer
agrees, for so long as Subscriber holds Acquired Shares, to:



 


		(i)	make and keep public information available, as those terms are understood and defined in Rule 144;



 


		(ii)	file with the Commission in a timely manner all reports and other documents required of the Issuer under
the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and
other documents is required for the applicable provisions of Rule 144; and



 






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		(iii)	furnish to Subscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it
has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual
or quarterly report of the Issuer and such other reports and documents so filed by the Issuer (public availability on the Commission’s
EDGAR system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber
to sell such securities pursuant to Rule 144 without registration.



 


		(c)	Upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to promptly cause
the removal of the legend described in Section 4(f) and to issue a certificate or a book entry record without such legend to the
holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account
at DTC, if (i) such Acquired Shares are registered for resale pursuant to an effective registration statement under the Securities Act,
upon the sale thereof; provided that Subscriber agrees to only sell such Acquired Shares during such time that such registration
statement is effective and not withdrawn or suspended, and only as permitted by such registration statement, (ii) the Acquired Shares
are sold pursuant to Rule 144, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public
information requirements pursuant to Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable
to affiliates under Rule 144 and any requirement for the Issuer to be in compliance with the current public information required under
Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Issuer with an undertaking to effect any sales or
other transfers in accordance with the Securities Act. With respect to a sale pursuant to the foregoing clause (i) or (ii), the Issuer
shall use its commercially reasonable efforts to cause the removal of such legend within two business days of receipt of Subscriber’s
request, provided that Subscriber has provided such customary representations and other documentation in connection therewith.
The Issuer shall be responsible for the fees of the Transfer Agent, counsel to the Issuer, and all DTC fees associated with such issuance
and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, fees and
disbursements of their legal counsel and any applicable transfer taxes). The Issuer shall use its commercially reasonable efforts at its
own expense to cause its legal counsel to deliver an opinion, if necessary, to DTC or the Transfer Agent in connection with the instruction
under in this Section 8(c) to the effect that the removal of such restrictive legends in such circumstances may be effected under
the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from Subscriber as reasonably
requested by the Issuer, its counsel, DTC or Transfer Agent, establishing that restrictive legends are no longer required.



 






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		9.	Miscellaneous.



 


		(a)	Each party hereto acknowledges that the other party hereto and each of the Placement Agents will rely
on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to
the Closing, each party hereto agrees to promptly notify the other party hereto and the Placement Agents if any of the acknowledgments,
understandings, agreements, representations and warranties set forth herein with respect to it are no longer accurate in all material
respects. Subscriber and the Issuer further acknowledge and agree that each of the Placement Agents is a third-party beneficiary with
the right to enforce Section 3, Section 4 and Section 9 of this Subscription Agreement on its own behalf and not,
for the avoidance of doubt, on behalf of the Issuer.



 


		(b)	Each of the Issuer, Subscriber and, with respect to Section 3, Section 4, and Section
9, the Placement Agents is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby.



 


		(c)	This Subscription Agreement may not be transferred or assigned without the prior written consent of each
of the other parties hereto. Notwithstanding the foregoing, this Subscription Agreement and any of Subscriber’s rights and obligations
hereunder may be assigned to one or more affiliates of Subscriber or to any fund or account managed by the same investment manager or
investment advisor as Subscriber or by an affiliate of such investment manager or investor advisor, without the prior consent of the Issuer,
provided that such assignee(s) agrees in writing to be bound by the terms hereof. Upon such assignment by a Subscriber, the assignee(s)
shall become Subscriber hereunder and have the rights and obligations provided for herein to the extent of such assignment; provided
further that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any
fund or account managed by the same investment manager or investment advisor as Subscriber or by an affiliate of such investment manager
or investment advisor, unless consented to in writing by the Issuer (such consent not to be unreasonably conditioned, delayed or withheld).
Neither this Subscription Agreement nor any rights that may accrue to the Issuer hereunder or any of the Issuer’s obligations may
be transferred or assigned other than pursuant to the Transactions.



 


		(d)	All of the representations and warranties contained in this Subscription Agreement shall survive the Closing.
All of the covenants and agreements made by each party in this Subscription Agreement shall survive the Closing until the applicable statute
of limitations or in accordance with their respective terms.



 


		(e)	The Issuer may request from Subscriber such additional information as the Issuer may deem reasonably necessary
to evaluate the eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably
requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that,
the Issuer agrees to keep any such information provided by Subscriber confidential; provided, further, that upon receipt
of such additional information, the Issuer shall be allowed to convey such information to each Placement Agent but shall cause such Placement
Agent to keep the information confidential, except as may (x) be required by applicable law, rule, regulation, (y) requested by governmental,
regulatory or self-regulatory body, or (z) required in connection with any legal proceeding.



 






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		(f)	This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to
the terms of Section 6 hereto) except by an instrument in writing, signed by each of the parties hereto. This Subscription Agreement may
not be waived except by an instrument in writing, signed by the party against whom enforcement of such waiver is sought.



 


		(g)	This Subscription Agreement and, if applicable, the Registration Rights Agreement (including the schedules
hereto and thereto) constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the subject matter hereof.



 


		(h)	Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the
benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and
the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding
upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.



 


		(i)	If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby
and shall continue in full force and effect.



 


		(j)	This Subscription Agreement may be executed in two or more counterparts (including by electronic
means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and
delivered to the other parties, it being understood that all parties need not sign the same counterpart.



 


		(k)	Except as otherwise provided in this Subscription Agreement, each party shall pay all of its own expenses
in connection with this Subscription Agreement and the transactions contemplated by this Subscription Agreement.



 


		(l)	The Issuer shall be solely responsible for the fees of the Placement Agents, Transfer Agent, the escrow
agent, stamp taxes and all of DTC’s fees associated with the issuance of the Acquired Shares.



 


		(m)	Subscriber understands and agrees that (i) no disclosure or offering document has been prepared by the
Placement Agents or any of their respective affiliates in connection with the offer and sale of the Acquired Shares; (ii) none of the
Placement Agents, nor any of their respective affiliates, nor any control persons, directors, officers, employees, agents or representatives
of any of the foregoing has made any independent investigation with respect to the Issuer, Target, or their subsidiaries or any of their
respective businesses, the Transactions or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to
Subscriber by the Issuer; and (iii) in connection with the issue and purchase of the Acquired Shares, the Placement Agents have not acted
as Subscriber’s financial advisor, tax advisor or fiduciary.



 






    24


     


    

 


		(n)	Any notice or communication required or permitted hereunder shall be in writing and either delivered personally,
emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid,
and shall be deemed to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic
answerback or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may
subsequently designate by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email,
or (iv) five business days after the date of mailing to the address below or to such other address or addresses as such person may
hereafter designate by notice given hereunder:



 


if to Subscriber, to such address
or addresses set forth on the signature page hereto;


 


if to the Issuer, to:


 


CM Life Sciences III Inc.


667 Madison Avenue


New York, NY 10065


Attention: Keith Meister


Email: kmeister@corvexcap.com


 


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


 


White & Case LLP


1221 Avenue of the Americas


New York NY 10020


Attention: Joel Rubinstein, Matthew Kautz, Andrew J. Ericksen


Email: joel.rubinstein@whitecase.com; matthew.kautz@whitecase.com;
aj.ericksen@whitecase.com


 


and a required copy to (which copy shall not constitute notice):


 


EQRx, Inc.


50 Hampshire St.


Cambridge, MA 02139


Attention: Jami Rubin


Email: jrubin@eqrx.com


 


Goodwin Procter LLP


100 Northern Ave.


Boston, MA 02210


Attention: William D. Collins and Marianne C. Sarrazin


Email: WCollins@goodwinlaw.com; MSarrazin@goodwinlaw.com


 


		(o)	The parties hereto agree that irreparable damage would occur in the event that any of the provisions of
this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce
specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is
entitled at law, in equity, in contract, in tort or otherwise.



 






    25


     


    

 


		(p)	This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or
related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation,
execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of
the State of Delaware, without giving regard to the principles of conflicts of laws that would otherwise require the application of the
law of any other state.



 


THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT
MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE), OR THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE
STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT
HEREOF THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE
APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT
ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE
PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE
AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION
9(n) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 


EACH PARTY ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
PLACEMENT AGENTS OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING
WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(p).


 


		(q)	If any change in the Class A Shares shall occur between the date hereof and immediately prior to the Closing
by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment
of shares, or any stock dividend, the number of Acquired Shares issued to Subscriber and the Per Share Price shall be appropriately adjusted
to reflect such change.



 






    26


     


    

 


		(r)	The Issuer shall, by 9:00 a.m., New York City time, on the first business day immediately following the
date of this Subscription Agreement, file with the Commission a Current Report on Form 8-K (the “Disclosure Document”)
disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transactions and any
other material, non-public information regarding the Issuer, the Transactions or the Target that the Issuer has provided to Subscriber
any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the Issuer’s knowledge,
Subscriber shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors
or employees or agents (including the Placement Agents) and Subscriber shall no longer be subject to any confidentiality or similar obligations
under any current agreement relating to the Transactions, whether written or oral, with the Issuer, the Placement Agents or any of their
respective affiliates. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer (i) shall not, and shall cause
the Placement Agents and the Target not to, disclose the name or identity of Subscriber or any of its affiliates or its investment adviser,
or include the name of Subscriber or any of its affiliates or its investment adviser, without the prior written consent of Subscriber,
in any press release or marketing materials and (ii) shall not disclose the name or identity of Subscriber or any of its affiliates or
its investment adviser, or include the name of Subscriber or any of its affiliates or its investment adviser, without the prior written
consent of Subscriber, in any filing with the Commission or any regulatory agency or trading market, except with respect to this clause
(ii) as required by state or federal securities law, any governmental authority or stock exchange rule, in which case the Issuer shall
provide Subscriber with prior written notice of such disclosure permitted under hereunder.



 


		(s)	The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations
of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any
way for the performance of the obligations of any Other Subscriber under any Other Subscription Agreement or other investor under the
Other Subscription Agreements. The decision of Subscriber to purchase the Acquired Shares pursuant to this Subscription Agreement has
been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise)
or prospects of the Issuer, the Target or any of their respective subsidiaries which may have been made or given by any Other Subscriber
or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees
shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials,
statements or opinions. The decision of each Other Subscriber to purchase Other Acquired Shares pursuant to an Other Subscription Agreement
has been made by such Other Subscriber independently of Subscriber and independently of any information, materials, statements or opinions
as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or
prospects of the Issuer, the Target or any of their respective subsidiaries which may have been made or given by Subscriber. Nothing contained
herein or in any Other Subscription Agreement, and no action taken by Subscriber or investor pursuant hereto or thereto, shall be deemed
to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements.
Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder
and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Acquired Shares or enforcing
its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor
to be joined as an additional party in any proceeding for such purpose.



 






    27


     


    

 


		(t)	The headings herein are for convenience only, do not constitute a part of this Subscription Agreement
and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any
party. Unless the context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits
contained in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement
has the meaning assigned to it in accordance with GAAP, (iii) words in the singular or plural include the singular and plural and pronouns
stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word
“including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or”
shall not be exclusive. For ease of administration, this single Subscription Agreement may be executed so as to enable each Subscriber
identified on the signature page to enter into a Subscription Agreement, severally, but not jointly. The parties agree that no Subscriber
listed on the signature page shall have any liability under the Subscription Agreement for the obligations of any other Subscriber so
listed.



 


		(u)	If Subscriber is a Massachusetts Business Trust, a copy of the Declaration of Trust of Subscriber or any
affiliate thereof is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that the Subscription
Agreement is executed on behalf of the trustees of Subscriber or any affiliate thereof as trustees and not individually and that the obligations
of the Subscription Agreement are not binding on any of the trustees or stockholders of Subscriber or any affiliate thereof individually
but are binding only upon Subscriber or any affiliate thereof and its assets and property.



 


[Signature pages follow.]


 




    28


     


    

 


IN WITNESS WHEREOF,
each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth above.


 


	 	CM Life Sciences III Inc. 
	 	 
	 	By:	       
	 	Name:  	 
	 	Title:	 


 


Signature Page to

Subscription Agreement


 




     


     


    

 


 


	SUBSCRIBER:	 	 
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	
    By: ___________________________________

    Name:

    Title:
	 	
    By: ___________________________________

    Name:

    Title:



 


Date:  _________________________, 2021


 


	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	
    ___________________________________

    (Please print. Please indicate name and

    capacity of person signing above)
	 	
    ___________________________________

    (Please print. Please indicate name and

    capacity of person signing above)

	 	 	 
	
    ___________________________________

    Name in which securities are to be registered

    (if different)
	 	 
	 	 	 
	Email Address:	 	 
	 	 	 
	If there are joint investors, please check one:	 	 
	 	 	 
	☐ Joint Tenants with Rights of Survivorship	 	 
	 	 	 
	☐ Tenants-in-Common	 	 
	 	 	 
	☐ Community Property	 	 
	 	 	 
	Subscriber’s EIN:  _______________	 	
    Joint Subscriber’s EIN:

    ________________________________

	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	___________________________________	 	___________________________________
	 	 	 
	
    ___________________________________

    City, State, Zip:
	 	
    ___________________________________

    City, State, Zip:

	 	 	 
	Attn:	 	Attn:
	 	 	 
	Telephone No.: ___________________	 	Telephone No.: ___________________
	 	 	 
	Facsimile No.: ____________________	 	Facsimile No.: ____________________
	 	 	 
	Aggregate Number of Acquired Shares subscribed for:	 	 
	_________________	 	 
	 	 	 
	Aggregate Purchase Price: $_______________	 	 


 


You must pay the Purchase Price by wire transfer
of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice.


 


Number of Acquired Shares subscribed for and aggregate
Purchase Price accepted and agreed to as of this ____ day of ________, 2021, by:


 


CM Life Sciences III Inc.


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Signature Page to

Subscription Agreement


 




     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


	A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):
	 	 
	 	1.	☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).
	 	 	 
	 	2.	☐ We are subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.


 


*** OR ***


 


	B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check each of the following subparagraphs):
	 	 
	 	1.	☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor”.
	 	2.	☐ We are not a natural person.


 


*** AND ***


 


	C.	AFFILIATE STATUS

(Please check the applicable box)
	 	SUBSCRIBER:
	 	 
	 	☐	is:
	 	 	 
	 	☐	is not:


 


an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


FINRA Rule 4512(c) states that an “institutional
account” shall mean any person who comes within any of the below listed categories. Subscriber has indicated, by marking and initialing
the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “institutional
account.”


 


☐
a bank, savings and loan association, insurance company or registered investment company;


 


☐
an investment adviser registered either with the Commission under Section 203 of the Investment Advisers Act or with a state securities
commission (or any agency or office performing like functions); or


 


☐
any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million.


 


This page should be completed by Subscriber



and constitutes a part of the Subscription
Agreement


 






     


     


    

 


Rule 501(a), in relevant part, states that an
“accredited investor” shall mean any person who comes within any of the below listed categories, or who the Issuer reasonably
believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated,
by marking and initialing the appropriate box below, the provision(s) below that apply to Subscriber and under which Subscriber accordingly
qualifies as an “accredited investor.”


 


☐
Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section
3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;


 


☐
Any broker or dealer registered pursuant to section 15 of the Exchange Act;


 


☐
An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of
a state;


 


☐
An investment adviser relying on the exemption from registering with the Securities and Exchange Commission under section 203(l) or (m)
of the Investment Advisers Act of 1940;


 


☐
Any insurance company as defined in section 2(a)(13) of the Securities Act;


 


☐
Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48)
of the Securities Act;


 


☐
Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958;


 


☐
A Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;


 


☐
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


☐
Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made
by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that are accredited investors;


 


☐
Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;


 


☐
Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership
or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of
$5,000,000; ☐ Any trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) of the Securities Act;


 


This page should be completed by Subscriber



and constitutes a part of the Subscription
Agreement


 




     


     


    

 


☐
An entity, of a type not listed in any of the foregoing paragraphs, not formed for the specific purpose of acquiring the securities offered,
owning investments in excess of $5,000,000;


 


☐
A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):
(i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities
offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business
matters that such family office is capable of evaluating the merits and risks of the prospective investment;


 


☐
A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1),
of a family office meeting the requirements in the foregoing paragraph and whose prospective investment in the issuer is directed by such
family office pursuant to clause (iii) in the foregoing paragraph; or


 


☐
Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.


 


 


This page should be completed by Subscriber



and constitutes a part of the Subscription
Agreement