Exhibit
10.2 


 


COMPANY
STOCKHOLDER SUPPORT AGREEMENT


 


This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of April 6, 2021
(this “Support Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each,
a “Stockholder”), Better Therapeutics, Inc., a Delaware corporation (the “Company”) and Mountain
Crest Acquisition Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support
Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).


 


WHEREAS,
Parent, MCAD Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the
Company are parties to that certain Agreement and Plan of Merger Agreement, dated as of the date hereof, as amended, modified or supplemented
from time to time (the “Merger Agreement”) which provides, among other things, that, upon the terms and subject to
the conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving
the Merger as a direct wholly-owned subsidiary of Parent;


 


WHEREAS,
as of the date hereof, each Stockholder owns the number of shares of the Company’s common stock, par value $0.0001 (“Common
Stock”), Series Seed Preferred Stock, par value $0.0001 per share (“Series Seed Preferred Stock”), and Series
A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), as set forth on Exhibit A (all such shares,
or any successor or additional shares of the Company of which ownership of record or the power to vote is hereafter acquired by the Stockholder
prior to the termination of this Support Agreement being referred to herein as the “Stockholder Shares”); and


 


WHEREAS,
in order to induce the Parent to enter into the Merger Agreement, each Stockholder is executing and delivering this Support Agreement
to the Parent.


 


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


 


1.
Voting Agreements. Each Stockholder, in its capacity as a stockholder of the Company, agrees that, at any meeting of the Company’s
stockholders related to the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned
or postponed meeting, however called and including any adjournment or postponement thereof) and/or in connection with any written consent
of the Company’s stockholders related to the transactions contemplated by the Merger Agreement (all meetings or consents related
to the Merger Agreement, collectively referred to herein as the “Meeting”), such Stockholder shall:


 


		a.	when
                                            the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be
                                            counted as present thereat for the purpose of establishing a quorum;



 


		b.	vote
                                            (or execute and return an action by written consent), or cause to be voted at the Meeting
                                            (or validly execute and return and cause such consent to be granted with respect to), all
                                            of the Stockholder Shares in favor of the Merger Agreement and the transactions contemplated
                                            thereby; convert each share of Company Preferred Stock into shares of Company Common Stock
                                            in accordance with the terms of the Company’s Organizational Documents;



 






    


     


    

 


		c.	authorize
                                            and approve any amendment to the Company’s Organizational Documents that is deemed
                                            necessary or advisable by the Company for purposes of effecting the Transactions; and



 


		d.	vote
                                            (or execute and return an action by written consent), or cause to be voted at the Meeting
                                            (or validly execute and return and cause such consent to be granted with respect to), all
                                            of the Stockholder Shares against any other action that would reasonably be expected to (x)
                                            impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions,
                                            (y) result in a breach of any covenant, representation or warranty or other obligation or
                                            agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant,
                                            representation or warranty or other obligation or agreement of the Stockholder contained
                                            in this Support Agreement.



 


2.
Restrictions on Transfer. The Stockholder agrees that it shall not sell, assign or otherwise transfer any of the Stockholder Shares
unless the buyer, assignee or transferee thereof executes a joinder agreement to this Support Agreement in a form reasonably acceptable
to Parent. The Company shall not register any sale, assignment or transfer of the Stockholder Shares on the Company’s stock ledger
(book entry or otherwise) that is not in compliance with this Section 2.


 


3.
New Securities. During the period commencing on the date hereof and ending on the earlier to occur of (i) the Effective Time,
and (ii) such date and time as the Merger Agreement shall be terminated, in the event that, (a) any shares of Company Capital Stock or
other equity securities of Company are issued to the Stockholder after the date of this Support Agreement pursuant to any stock dividend,
stock split, recapitalization, reclassification, combination or exchange of Company securities owned by the Stockholder, (b) the Stockholder
purchases or otherwise acquires beneficial ownership of any shares of Company Capital Stock or other equity securities of Company after
the date of this Support Agreement, or (c) the Stockholder acquires the right to vote or share in the voting of any Company Capital Stock
or other equity securities of Company after the date of this Support Agreement (such Company Capital Stock or other equity securities
of Parent, collectively the “New Securities”), then such New Securities acquired or purchased by the Stockholder shall
be subject to the terms of this Support Agreement to the same extent as if they constituted the Stockholder Shares as of the date hereof.


 


4.
No Challenge. Each Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Parent, Merger
Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation
of, any provision of this Support Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection
with the evaluation, negotiation or entry into the Merger Agreement.


 






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5.
Waiver. Each Stockholder hereby irrevocably and unconditionally (i) waives any rights of appraisal, dissenter’s rights and
any similar rights relating to the Merger Agreement and the consummation by the parties of the transactions contemplated thereby, including
the Merger, that such Stockholder may have under applicable law (including Section 262 of the Delaware General Corporation Law or otherwise),
(ii) consents to, on behalf of itself, and each other holder of Company Preferred Stock and irrevocably and unconditionally waives any
and all rights such Stockholder may have with respect to, the conversion of all outstanding shares of Company Preferred Stock into shares
of Company Common Stock, with such conversion to be in accordance with the terms of the Company’s Organizational Documents and
effective as of immediately prior to the Effective Time of the Merger, and (iii) waives, on behalf of themselves and each other holder
of Company Capital Stock (including Company Preferred Stock), its right to certain payments upon liquidation of the Company pursuant
to the Company’s Organizational Documents.


 


6.
Consent to Disclosure. Each Stockholder hereby consents to the publication and disclosure in the Form S-4 and the Proxy Statement
(and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other
documents or communications provided by the Parent or the Company to any Governmental Authority or to securityholders of the Parent)
of such Stockholder’s identity and beneficial ownership of Stockholder Shares and the nature of such Stockholder’s commitments,
arrangements and understandings under and relating to this Support Agreement and, if deemed appropriate by the Parent or the Company,
a copy of this Support Agreement. Each Stockholder will promptly provide any information reasonably requested by the Parent or the Company
for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).


 


7.
Stockholder Representations: Each Stockholder represents and warrants to Parent and the Company, as of the date hereof, that:


 


		a.	such
                                            Stockholder has full right and power, without violating any agreement to which it is bound
                                            (including, without limitation, any non-competition or non-solicitation agreement with any
                                            employer or former employer), to enter into this Support Agreement;



 


		b.	(i)
                                            if such Stockholder is not an individual, such Stockholder is duly organized, validly existing
                                            and in good standing under the Laws of the jurisdiction in which it is organized, and the
                                            execution, delivery and performance of this Support Agreement and the consummation of the
                                            transactions contemplated hereby are within the such Stockholder’s organizational powers
                                            and have been duly authorized by all necessary organizational actions on the part of the
                                            Stockholder and (ii) if such Stockholder is an individual, the signature on this Support
                                            Agreement is genuine, and such Stockholder has legal competence and capacity to execute the
                                            same;



 


		c.	this
                                            Support Agreement has been duly executed and delivered by such Stockholder and, assuming
                                            due authorization, execution and delivery by the other parties to this Support Agreement,
                                            this Support Agreement constitutes a legally valid and binding obligation of such Stockholder,
                                            enforceable against such Stockholder in accordance with the terms hereof (except as enforceability
                                            may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and
                                            general principles of equity affecting the availability of specific performance and other
                                            equitable remedies);



 






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		d.	the
                                            execution and delivery of this Support Agreement by such Stockholder does not, and the performance
                                            by such Stockholder of its obligations hereunder will not, (i) conflict with or result in
                                            a violation of the organizational documents of such Stockholder, or (ii) require any consent
                                            or approval from any third party that has not been given or other action that has not been
                                            taken by any third party, in each case, to the extent such consent, approval or other action
                                            would prevent, enjoin or materially delay the performance by such Stockholder of its obligations
                                            under this Support Agreement;



 


		e.	there
                                            are no Proceedings pending against such Stockholder or, to the knowledge of such Stockholder,
                                            threatened against such Stockholder, before (or, in the case of threatened Proceedings, that
                                            would be before) any arbitrator or any Governmental Authority, which in any manner challenges
                                            or seeks to prevent, enjoin or materially delay the performance by such Stockholder of such
                                            Stockholder’s obligations under this Support Agreement;



 


		f.	no
                                            broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’
                                            fee or other commission in connection with this Support Agreement or any of the respective
                                            transactions contemplated hereby, based upon arrangements made by the Stockholder or, to
                                            the knowledge of such Stockholder, by the Company;



 


		g.	such
                                            Stockholder has had the opportunity to read the Merger Agreement and this Support Agreement
                                            and has had the opportunity to consult with such Stockholder’s tax and legal advisors;



 


		h.	such
                                            Stockholder has not entered into, and shall not enter into, any agreement that would prevent
                                            such Stockholder from performing any of such Stockholder’s obligations hereunder;



 


		i.	such
                                            Stockholder has good title to the Stockholder Shares opposite such Stockholder’s name
                                            on Exhibit A, free and clear of any Liens other than Permitted Liens, and such Stockholder
                                            has the sole power to vote or cause to be voted such Stockholder Shares; and



 


		j.	the
                                            Stockholder Shares identified in Section 2 of this Support Agreement are the only shares
                                            of the Company’s outstanding capital stock owned of record or beneficially owned by
                                            the Stockholder as of the date hereof, and none of such Stockholder Shares are subject to
                                            any proxy, voting trust or other agreement or arrangement with respect to the voting of such
                                            Stockholder Shares that is inconsistent with such Stockholder’s obligations pursuant
                                            to this Support Agreement.



 






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8.
Damages; Remedies. The Stockholder hereby agrees and acknowledges that (a) Parent and the Company would be irreparably injured
in the event of a breach by the Stockholder of its obligations under this Support Agreement, (b) monetary damages may not be an adequate
remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.


 


9.
Entire Agreement; Amendment. This Support Agreement and the other agreements referenced herein constitute the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or
the transactions contemplated hereby. This Support Agreement may not be changed, amended, modified or waived (other than to correct a
typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


10.
Assignment. No party hereto may, except as set forth herein, assign either this Support Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph
shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Support
Agreement shall be binding on the Stockholder, the Parent and the Company and each of their respective successors, heirs, personal representatives
and assigns and permitted transferees.


 


11.
Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


12.
Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Support Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


13.
Governing Law; Jurisdiction; Jury Trial Waiver. Section 10.8 of the Merger Agreement is incorporated by reference herein to apply
with full force to any disputes arising under this Support Agreement.


 


14.
Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement
shall be in writing and shall be sent or given in accordance with the terms of Section 10.9 of the Merger Agreement to the applicable
party, with respect to the Company and Parent, at the address set forth in Section 10.9 of the Merger Agreement, and, with respect to
Stockholder, at the address set forth on Exhibit A.


 






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15.
Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement.
No such termination shall relieve the Stockholder, Parent or the Company from any liability resulting from a breach of this Support Agreement
occurring prior to such termination.


 


16.
Adjustment for Stock Split. If, and as often as, there are any changes in the Stockholder Shares by way of stock split, stock
dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination,
or by any other means, equitable adjustment shall be made to the provisions of this Support Agreement as may be required so that the
rights, privileges, duties and obligations hereunder shall continue with respect to the Stockholder, Parent, the Company, the Stockholder
Shares as so changed.


 


17.
Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument
of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested
in writing by another party hereto.


 


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IN
WITNESS WHEREOF, the parties have executed this Support Agreement as of the date first written above.


 





	 	better therapeutics,
    inc.
	 	 	 
	 	By:	/s/ Kevin Appelbaum
	 	Name:	Kevin Appelbaum
	 	Title:	Chief Executive Officer



 




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	 	mountain crest ACQUISITION CORP. ii
	 	 	 
	 	By:	/s/Suying
Liu        
	 	Name: 	Suying Liu
	 	Title:	Chief Executive Officer


 



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	 	David P. Perry 2015 Trust
	 	 	 
	 	By:	/s/ David P. Perry 
	 	Name:	David P. Perry
	 	Title:	Trustee



 




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	 	Kevin
                  Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration
                  dated May 16, 2020, as amended 

	 	 	 
	 	By:	/s/ Kevin Appelbaum
	 	Name:	Kevin Appelbaum
	 	Title:	Trustee



 



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Exhibit
A


 


Stockholders


 


	Stockholder	Number
    of Shares	Address
    for Notices
	David
    P. Perry 2015 Trust	1,800,000
                                            shares of Common Stock

    1,066,667
    shares of Series Seed Preferred Stock

    4,750,104
    shares of Series A Preferred Stock
	c/o
                                            Blouin & Company, Inc.

    2020
    Commonwealth Avenue

    Newton,
    MA 02466

	Kevin
    Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16,
    2020, as amended  	2,540,000
    shares of Common Stock	19460
                                            Stafford Loop

    Bend,
    OR 97702