Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of April 6, 2021 (as it may from time to time be amended and including all exhibits referenced
herein, this “Agreement”), is entered into by and between CM Life Sciences III
Inc., a Delaware corporation (the “Company”), CMLS Holdings III LLC, a Delaware limited liability company (the
“Sponsor”), and each of the individuals and entities set forth on the signature pages hereto under “Purchasers”
(together with the Sponsor, the “Purchasers”).


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one-fifth
of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The
Purchasers have agreed to purchase an aggregate of 7,733,333 warrants (or 8,693,333 warrants in the aggregate to the extent the underwriters’
over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


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


 


AGREEMENT


 


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


 


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


 


B. Purchase
and Sale of the Private Placement Warrants.


 


On the date of the consummation
of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate
of 7,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $11,600,000 (the “Purchase
Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available
funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing
Date. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants
purchased by the Purchasers on such date duly registered in each Purchaser’s name to each Purchaser, or effect such delivery in
book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”),
the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 8,693,333
Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per
warrant for an aggregate purchase price of up to $13,040,000 (if the over-allotment option in connection with the Public Offering is exercised
in full) (the “Over-allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall
be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least
one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchasers
of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall
either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered
in each Purchaser’s name to each Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


C. Terms of the Private
Placement Warrants.


 


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


 


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


 


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


 


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


 


B. Authorization;
No Breach.


 


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


 


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


 






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


 


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


 


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


 


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


 


B. Authorization;
No Breach.


 


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


 


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


 


C. Investment Representations.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 9 Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 



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


 


	 	COMPANY:
	 	 
	 	CM LIFE SCIENCES III INC., a Delaware corporation


 


	 	By:	/s/ Brian Emes
	 	 	Name: Brian Emes
	 	 	Title: Chief Financial Officer and Secretary


 


	 	PURCHASERS:
	 	 
	 	CMLS HOLDINGS III LLC, a Delaware limited liability company


 


	 	By:	/s/ Keith Meister
	 	 	Name: Keith Meister
	 	 	Title: Manager


 


	 	/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


 


[Signature Page to Private
Placement Warrants Purchase Agreement]


 






     


     


    

 


Exhibit A


  


	Name	 	Number of
 Private
 Placement
 Warrants
 (No Exercise of
 Over-allotment
 Option)	 	 	Purchase Price
 (No Exercise of
 Over-allotment
 Option)	 	 	Number of Private
 Placement
 Warrants
 (Exercise of Over-
 allotment Option in
 Full)	 	 	Purchase Price
 (Exercise of Over-
 allotment Option in
 Full)	 
	CMLS Holdings III LLC	 	 	7,150,001	 	 	$	10,725,002	 	 	 	8,110,001	 	 	$	12,165,002	 
	Christian Henry	 	 	166,666	 	 	 	249,999	 	 	 	166,666	 	 	 	249,999	 
	Chad Robins	 	 	166,666	 	 	 	249,999	 	 	 	166,666	 	 	 	249,999	 
	Harlan Robins	 	 	166,666	 	 	 	249,999	 	 	 	166,666	 	 	 	249,999	 
	Kwame Owusu-Kesse	 	 	83,334	 	 	 	125,001	 	 	 	83,334	 	 	 	125,001	 
	Total	 	 	7,733,333	 	 	$	11,600,000	 	 	 	8,693,333	 	 	$	13,040,000	 



 


 


 


 


 


 


[Signature Page to Private
Placement Warrants Purchase Agreement]