Exhibit
10.1


 


AMENDMENT
TO SPONSOR LETTER


 


This
Amendment (this “Amendment and Agreement”), dated as of August 5, 2021, to (a) that certain letter agreement
(the “Original Sponsor Letter”), dated April 6, 2021, by and among CM Life Sciences III Inc., a Delaware corporation
(the “Company”), CMLS Holdings III LLC, a Delaware limited liability company (the “Sponsor”),
and each of the undersigned parties listed on the signature page thereto (each, an “Original Insider” and collectively,
the “Original Insiders”), and (b) that certain letter agreement (the “Additional Sponsor Letter”
and, together with the Original Sponsor Letter, the “Sponsor Letters”), dated as of August 1, 2021, by and
between the Company and the undersigned party listed on the signature page thereto (collectively with the Original Insiders, the “Insiders”
and together with the Sponsor and the company, the “Parties”), is made and entered into by and among the Company,
the Sponsor and the Insiders. Certain terms used and not otherwise defined herein have the meanings set forth in the Original Sponsor
Letter.


 


WHEREAS,
on August 5, 2021, the Company, EQRx, Inc., a Delaware corporation (the “Target”), and Clover III Merger Sub
Inc., a Delaware corporation and wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger
Agreement”).


 


WHEREAS,
in order to induce the Company, the Target and the Insiders to enter into the Merger Agreement, the Parties wish to amend the Original
Sponsor Letter on the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained
in this Amendment and Agreement, and intending to be legally bound thereby, the Parties agree as follows:


 


		1.	Amendment
                                            to the Original Sponsor Letter. Effective as of the Effective Time (as defined in the
                                            Merger Agreement), the Sponsor Letters are amended as follows:



 


		(a)	Section
                                            7(a) of the Original Sponsor Letter and Section 5(a) of the Additional Sponsor Letter are
                                            hereby replaced in its entirety with the following:



 


		a.	The
                                            Sponsor agrees that: 



 


		i.	with
                                            respect to 50% of its Founder Shares (or any shares of Class A Common Stock issuable upon
                                            conversion thereof), it, he or she shall not Transfer (as defined below) any such Founder
                                            Shares (or any shares of Class A Common Stock issuable upon conversion thereof) until the
                                            earlier of (A) one year after the completion of the Company’s Initial Business Combination
                                            (the “Closing Date”) and (B) after the Business Combination, (x)
                                            the first date that the closing price of the Class A Common Stock equals or exceeds $12.00
                                            per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                            and the like) for any 20 trading days within any 30-trading-day period commencing at least
                                            150 days after the Closing Date, or (y) the date on which the Company completes a liquidation,
                                            merger, capital stock exchange, reorganization or other similar transaction that results
                                            in all of the Company’s stockholders having the right to exchange their shares of Class
                                            A Common Stock for cash, securities or other property (the “Initial Sponsor Shares
                                            Lock-up Period”); and 



 






     


     

    

 


		ii.	with
respect to any of its Founder Shares not subject to the Initial Sponsor Shares Lockup-up Period, it shall not Transfer any such Founder
Shares (or any shares of Class A Common Stock issuable upon conversion thereof) until the expiration of the period ending on the second
anniversary of the Closing Date (the “Final Sponsor Shares Lock-up Period” and, together with the Initial Sponsor
Shares Lock-up Period, the “Sponsor Shares Lock-up Periods”).



 


Each
Insider agrees that it, he, or she shall not Transfer any Founder Shares (or any shares of Class A Common Stock issuable upon conversion
thereof), until the earlier of (A) one year after the Closing Date and (B) after the Business Combination, (x) the first date that the
closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after the Closing
Date or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 


		(b)	The
                                            reference to the term “Founder Shares Lock-up Period” in Section 7(b) of the
                                            Original Sponsor Letter and Section 5(a) of the Additional Sponsor Letter is replaced with
                                            “Founder Shares Lock-up Period and the Sponsor Shares Lock-up Periods”.



 


		2.	Effect
of Amendment. The provisions of the Sponsor Letters, as amended by this Amendment and Agreement, remain in full force and effect.
From and after the date hereof, references to “this Letter Agreement” in the Sponsor Letters shall be deemed references to
the Sponsor Letters, as amended by this Amendment and Agreement. Notwithstanding anything herein to the contrary, and for the avoidance
of doubt, in the event the Merger Agreement is terminated pursuant to Article IX thereof for any reason, this Amendment and Agreement
shall automatically terminate and cease to be of further force and effect.



 


		3.	Entire
Agreement. This Amendment and Agreement and the Original Sponsor Letter, as amended pursuant to this Amendment and Agreement, and
the Merger Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among
the Parties with respect to the subject matter hereof.



 


		4.	Miscellaneous.
Sections 16, 17 and 18 of the Original Sponsor Letter and Sections 14, 15 and 16 of the Additional Sponsor Agreement are hereby incorporated
by reference and shall apply mutatis mutandis as if set forth at length herein. Descriptive headings are for convenience
only and shall not control or affect the meaning or construction of any provision of this Amendment and Agreement.



  


[Signature
Page Follows]


 






    2


     

    

  


IN
WITNESS WHEREOF, each of the undersigned has caused this Amendment to the sponsor letter to be duly executed as of the day and year first
above written.


 


	 	CMLS
    HOLDINGS III LLC
	 	 	 
	 	By:  	/s/
    Keith Meister
	 		Name: Keith Meister
	 		Title:  
    Manager
	 	 	 
	 	/s/
    Eli Casdin
	 	Name:
    Eli Casdin
	 	 	 
	 	/s/
    Keith Meister
	 	Name:
    Keith Meister
	 	 	 
	 	/s/
    Brian Emes
	 	Name:
    Brian Emes
	 	 	 
	 	/s/
    Shaun Rodriguez
	 	Name:
    Shaun Rodriguez
	 	 	 
	 	/s/
    Christian Henry
	 	Name:
    Christian Henry
	 	 	 
	 	/s/
    Kwame Owusu-Kesse
	 	Name:
    Kwame Owusu-Kesse
	 	 	 
	 	/s/
    Chad Robins
	 	Name:
    Chad Robins
	 	 	 
	 	/s/
    Harlan Robins
	 	Name:
    Harlan Robins
	 	 	 
	 	/s/
    Amy Abernethy
	 	Name:
    Amy Abernethy
	 	 	 


[Signature
Page to Amendment to Sponsor Letters]


 






     


     

    

 


Acknowledged
and Agreed:


 


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


  


[Signature
Page to Amendment to Sponsor Letters]