REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 1, 2020, is made and entered into by and among CM Life Sciences, Inc., a Delaware corporation (the “Company”), CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 1, 2020 by and between CM Life Sciences, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2021 • CM Life Sciences, Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of September 1, 2020, by and between CM Life Sciences, Inc., a Delaware corporation (the “Company”), and Keith Meister (“Indemnitee”).
c/o Corvex Management LP New York, New York 10065Letter Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CM Life Sciences, Inc., a Delaware corporation (the “Company”), and Jefferies LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 44,275,000 of the Company’s units (including up to 5,775,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a regist
WARRANT AGREEMENT and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 1, 2020Warrant Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 1, 2020, is by and between CM Life Sciences, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
38,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
Introductory. CM Life Sciences, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 38,500,000 units of the Company (the “Units”). The 38,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 5,775,000 Units as provided in Section 2. The additional 5,775,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC has agreed to act as a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the
INDEMNITY AGREEMENTIndemnity Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • Delaware
This Indemnity Agreement (this “Agreement”), dated as of ____________________ ____, 2021 is made by and between Sema4 Holdings Corp., a Delaware corporation (the “Company”), and _________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
New York, NY 10065CM Life Sciences, Inc. • August 24th, 2020 • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • CM Life Sciences, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 9, 2021, by and between CM Life Sciences, Inc., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
c/o Corvex Management LP New York, New York 10065Letter Agreement • August 24th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between CM Life Sciences, Inc., a Delaware corporation (the “Company”), and Jefferies LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a regist
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2021, is made and entered into by and among CM Life Sciences, Inc., a Delaware corporation (the “Company”), CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto under “Existing Holders” (the “Existing Holders”), the undersigned parties listed on the signature page hereto as “New Holders” (the “New Holders” and, together with the Existing Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 1, 2020 (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, Inc., a Delaware corporation (the “Company”), CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”), and each of the individuals set forth on the signature pages hereto under “Purchasers” (together with the Sponsor, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2023 • GeneDx Holdings Corp. • Services-health services
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 14, 2022, is by and between Sema4 Holdings Corp. (the “Corporation”) and Kevin Feeley (the “Executive”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 4th, 2020 • CM Life Sciences, Inc. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 1, 2020, by and between CM Life Sciences, Inc., a Delaware corporation (the “Company”), and Corvex Management LP, a Delaware limited partnership, acting solely in its capacity as investment advisor (in such capacity, the “Advisor”) to one or more investment funds, clients or accounts (collectively, “Clients”) managed from time to time by the Advisor.
GeneDx Holdings Corp. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 30th, 2023 • GeneDx Holdings Corp. • Services-health services
GeneDx Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Jefferies LLC (the “Underwriter”) an aggregate of 328,571,429 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 49,285,714 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CM LIFE SCIENCES, INC., S-IV SUB, INC., and MOUNT SINAI GENOMICS, INC., DATED AS OF FEBRUARY 9, 2021Agreement and Plan of Merger • February 11th, 2021 • CM Life Sciences, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 9, 2021, by and among CM Life Sciences, Inc., a Delaware corporation (“Parent”), S-IV Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Mount Sinai Genomics, Inc., a Delaware corporation, d/b/a Sema4 (the “Company”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
Credit Agreement and Guaranty dated as of October 27, 2023 among Sema4 OpCo, Inc., GeneDx, LLC, as Borrowers, The Guarantors from Time to Time Party hereto, as Guarantors, The Lenders from Time to Time Party hereto, as Lenders, and Perceptive Credit...Credit Agreement • October 30th, 2023 • GeneDx Holdings Corp. • Services-health services • New York
Credit Agreement And Guaranty, dated as of October 27, 2023 (this “Agreement”), among GeneDx Holdings Corp., a Delaware corporation (“Holdings”), Sema4 OpCo, Inc. (f/k/a Mount Sinai Genomics, Inc.), a Delaware corporation (“Sema4”), and GeneDx, LLC (f/k/a GeneDx, Inc.), a Delaware limited liability company (“GeneDx, LLC” and together with Sema4, each a “Borrower” and collectively, the “Borrowers”), certain Guarantors from time to time parties hereto, the lenders from time to time party hereto (each, as a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings IV, LP, a Delaware limited partnership (“Perceptive”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 11th, 2021 • CM Life Sciences, Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 9, 2021, by and among CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”), CM Life Sciences, Inc., a Delaware corporation (“Parent”), and Mount Sinai Genomics, Inc., a Delaware corporation, d/b/a Sema4 (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2021 • CM Life Sciences, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among CM Life Sciences, Inc., a Delaware corporation (the “Company”), CMLS Holdings LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed on the signature page hereto under “Existing Holders” (the “Existing Holders”), the undersigned parties listed on the signature page hereto as “New Holders” (the “New Holders” and, together with the Existing Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
AMENDMENT NO. 1 TO EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • April 14th, 2023 • GeneDx Holdings Corp. • Services-health services
THIS AMENDMENT NO. 1 (this “Amendment”) is dated as of April 10, 2023, and amends the Executive Chairman Agreement dated as of January 17, 2022 by and between GeneDx Holdings Corp. (formerly named Sema4 Holdings Corp.) (the “Corporation”) and Jason Ryan (the “Executive”) (the “Prior Agreement”).
Notice to Warrant HoldersWarrant Agreement • April 28th, 2023 • GeneDx Holdings Corp. • Services-health services
Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), by and between CM Life Sciences, Inc. (n/k/a GeneDx Holdings Corp.) (the “Company”) and Continental Stock Transfer & Trust Company, as warrant agent, dated as of September 1, 2020. This letter constitutes a notice pursuant to Section 4.6 of the Warrant Agreement and in accordance with the notice provisions contained in Section 9.2 thereof. All capitalized terms not separately defined in this notice shall have the same meanings as defined in the Warrants.
BioMe Biospecimen and Data Access AgreementAccess Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This BioMe Biospecimen and Data Access Agreement (“Agreement”) is made by and between Icahn School of Medicine at Mount Sinai, a New York nonprofit education corporation, with a place of business at One Gustave L. Levy Place, New York, NY 10029 (“ISMMS”) and Mount Sinai Genomics, Inc., d/b/a Sema4, a Delaware corporation having a business address at 333 Ludlow St., South Tower, 3rd Floor, Stamford, CT 06902 (“Sema4”).
Sema4 Holdings Corp.Sema4 Holdings Corp. • January 31st, 2022 • Services-health services • Texas
This letter confirms the agreement (“Agreement”) between you and Sema4 Holdings Corp. (collectively, the “Corporation”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
SUBLEASE AGREEMENTSublease Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • Connecticut
THIS LEASE, made and entered into on May 8, 2014 (together with all amendments and supplements hereto, this “Lease”), by and between BLT 333 LUDLOW LLC (“Landlord”), a Connecticut limited liability company with an office at I 00 Washington Boulevard, Suite 200, Stamford, CT 06902; and STARWOOD HOTELS & RESORTS WORLDWIDE, INC. (“Tenant”), a Maryland corporation with an office One StarPoint, Stamford, CT 06902. Landlord and Tenant are sometimes referred to collectively herein as “Parties”, and each individually as a “Party”.
MASTER SERVICES AGREEMENTMaster Services Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This master services and collaboration agreement (this “Agreement”), effective as of the date of the last signature below (the “Effective Date”), is between Mount Sinai Genomics, Inc., d/b/a Sema4, a Delaware corporation having a principal business address at 1425 Madison Avenue, New York, NY 10029 (“Sema4”), and Icahn School of Medicine at Mount Sinai, a not-for-profit New York education corporation with a principal business address of One Gustave L. Levy Place, New York, NY 10029 (“ISMMS”). The parties hereto are also referenced herein individually as “Party” or jointly as the “Parties.”
WAIVER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONWaiver and Amendment • May 2nd, 2022 • Sema4 Holdings Corp. • Services-health services
This WAIVER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), is made and entered into as of April 29, 2022, by and between Sema4 Holdings Corp., a Delaware corporation (“Acquirer”) and OPKO Health, Inc., a Delaware corporation (“Seller”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings given to them in the Merger Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2022 • Sema4 Holdings Corp. • Services-health services
This Amendment No. 1 (this “Amendment”), dated as of August 25, 2022, amends that certain Employment Agreement (the “Agreement”), dated as of January 14, 2022, by and between Sema4 Holdings Corp., a Delaware corporation (the “Corporation”), and Kevin Feeley (the “Executive”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
CONSULTING AGREEMENTConsulting Agreement • June 14th, 2022 • Sema4 Holdings Corp. • Services-health services • New York
This Consulting Agreement (the “Agreement”), effective as of June 14th, 2022 (the “Effective Date”), is made by and between Sema4 OpCo, Inc., having a business address of 333 Ludlow Street, Stamford, CT 06902, including its affiliates (“Sema4”), and Isaac Ro, an individual with a principal address of 620 Greenfield Hill Rd Fairfield CT 06824 (“Consultant”).
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • March 14th, 2022 • Sema4 Holdings Corp. • Services-health services • New York
THIS EXECUTIVE CHAIRMAN AGREEMENT (the “Agreement”), dated as of the January 17, 2022, is by and between Sema4 Holdings Corp. (the “Corporation”) and Jason Ryan (the “Executive”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2022 • Sema4 Holdings Corp. • Services-health services
This Amendment No. 1 (this “Amendment”), dated as of June 14, 2022, amends that certain Amended and Restated Employment Agreement (the “Agreement”), dated as of July 21, 2022, by and between Sema4 Holdings Corp., a Delaware corporation (the “Corporation”), and Dr. Eric Schadt (the “Executive”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
MASTER SERVICES AGREEMENTMaster Services Agreement • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
This master services and collaboration agreement (this “Agreement”), effective as of April 2, 2018 (the “Effective Date”), is between Mount Sinai Genomics, Inc., d/b/a Sema4, a Delaware corporation having a principal business address at 1425 Madison Avenue, New York, NY 10029 (“Sema4”), Icahn School of Medicine at Mount Sinai, a not-for-profit New York education corporation with a principal business address of One Gustave L. Levy Place, New York, NY 10029 (“ISMMS”), The Mount Sinai Hospital (“MSH”), Beth Israel Medical Center (“BIMC”), St. Luke’s-Roosevelt Hospital Center (SLR”), and The New York Eye and Ear Infirmary (“NYEE”) (each a “Hospital” and collectively (the “Mount Sinai Hospitals”). ISMMS and the Mount Sinai Hospitals shall collectively be referred to as the “Mount Sinai Parties.” The parties hereto are also referenced herein individually as “Party” or jointly as the “Parties.” The Parties acknowledge and agree that ISMMS and each Hospital is separately incorporated, responsi
Security Agreement Dated as ofSecurity Agreement • October 30th, 2023 • GeneDx Holdings Corp. • Services-health services • New York
GeneDx Holdings Corp.GeneDx Holdings Corp. • May 9th, 2023 • Services-health services
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GeneDx Holdings Corp. (formerly, Sema4 Holdings Corp.) (the “Company”) and Icahn School of Medicine at Mount Sinai (“Mount Sinai”) confirm their agreement as follows: (a) the Company shall, and shall cause GeneDx, LLC to, simultaneously execute and deliver to Mount Sinai that certain Guaranty in favor of Mount Sinai in the form attached hereto as Exhibit A (the “Guaranty”); (b) Mount Sinai shall use its commercially reasonable efforts (which shall not require Mount Sinai to modify the Sublease or the Prime Lease or undertake any new obligations nor commence any legal proceedings) to request the assignment to the Company of and the full release of Mount Sinai from (i) the Sublease, as defined in that certain Sub-Sublease dated June 6, 2017 and amended July 31, 2019, for certain premises located at One StarPoint a/k/a 333 Ludlow Street, Stamford, Connecticut (the “Sublease”), and (ii) the P
SUBLEASESublease • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • Connecticut
SUBLEASE (“Sublease”) dated as of the 23rd day of April 2019, between ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI having an office at 150 East 42nd Street, New York, New York 10017 (“Sublandlord”), and MOUNT SINAI GENOMICS, INC. (d/b/a SEMA4) having an office at 333 Ludlow Street, Stamford, Connecticut 06902 (“Subtenant”).
SUB-SUBLEASESub-Sublease • July 28th, 2021 • Sema4 Holdings Corp. • Services-health services • New York
SUB-SUBLEASE (“Sub-Sublease”) dated as of the 6th day of June, 2017, between ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI, having an office at 150 East 42nd Street, New York, New York 10017 (“Sub-Sublandlord”), and MOUNT SINAI GENOMICS, INC. (d/b/a SEMA4), having an office at 1425 Madison Avenue, 3rd Floor, New York, NY 10029 (“Sub-Subtenant”).
