Exhibit 10.3


 


PARENT SUPPORT AGREEMENT


 


This PARENT SUPPORT AGREEMENT,
dated as of October 15, 2020 (this “Agreement”), is entered into by and among FS Development Corp., a Delaware
corporation (“Parent”), Gemini Therapeutics, Inc., a Delaware corporation (the “Company”),
FS Development Holdings, LLC, a Delaware limited liability company (“Sponsor”), and each of the stockholders
of Parent whose names appear on the signature pages of this Agreement (each, a “Founder” and, collectively,
the “Founders”). Capitalized terms used herein and not otherwise defined will have the meaning given such terms
in the Merger Agreement (as defined below).


 


WHEREAS, concurrently
herewith, Parent, FSG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), FS Development Holdings, LLC,
a Delaware limited liability company (“Sponsor”), Shareholder Representative Services LLC, a Colorado limited
liability company, as the Stockholders’ Representative, and the Company, are entering into that certain Agreement and Plan
of Merger (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger
Agreement”) pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company
as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned Subsidiary of Parent;


 


WHEREAS, as of the date
hereof, each Founder owns of record the number of Parent Class A Shares and Parent Class B Shares as set forth opposite such Founder’s
name on Exhibit A hereto (all such Parent Class A Shares and Parent Class B Shares and the Parent Class A Shares and Parent
Class B Shares of which ownership of record or the power to vote is hereafter acquired by the Founders prior to the termination
of this Agreement being referred to herein as the “Shares”); and


 


WHEREAS, in order to
induce Parent and the Company to enter into the Merger Agreement, the Founders are executing and delivering this Agreement to Parent
and the Company.


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, each of
the Founders (severally and not jointly), the Company and Parent hereby agrees as follows:


 


1.  Agreement
to Vote. Each Founder, by this Agreement, with respect to its Shares, hereby agrees to vote, at any meeting of the stockholders
of Parent, and in any action by written consent of the stockholders of Parent, all of such Founder’s Shares (a) in favor
of the approval and adoption of the Merger Agreement, each of the Parent Proposals, the transactions contemplated by the Merger
Agreement and this Agreement, and (b) in favor of any other matter reasonably necessary to the consummation of the transactions
contemplated by the Merger Agreement, the approval of the Parent Proposals and considered and voted upon by the stockholders of
Parent in connection therewith. Each Founder acknowledges receipt and review of a copy of the Merger Agreement.


 






     


     


    

 


2.  Transfer
of Shares. Each of the Founders agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including
by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing
(unless the transferee agrees to be bound by this Agreement), (b) deposit any Shares into a voting trust or enter into a voting
agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement,
(c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition
or sale, assignment, transfer (including by operation of law) or other disposition of any Shares (unless the transferee agrees
to be bound by this Agreement) or (d) take any action that would have the effect of preventing or disabling the Founder from performing
its obligations hereunder.


 


3.  Waiver
of Anti-Dilution Provision. Each Founder hereby (but subject to the consummation of the Merger) waives (for itself, for its
successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated certificate of incorporation
of Parent (as may be amended from time to time, the “Certificate of Incorporation”), the provisions of Section
4.3(b)(i) of the Certificate of Incorporation to have the Parent Class B Shares convert to Parent Class A Shares at a ratio of
greater than one-for-one. The waiver specified in this Section 3 shall be applicable only in connection with the transactions
contemplated by the Merger Agreement and this Agreement (and any shares of Class A Common Stock or equity-linked securities issued
in connection with the transactions contemplated by the Merger Agreement and this Agreement) and shall be void and of no force
and effect if the Merger Agreement shall be terminated for any reason.


 


4.  Unpaid
Parent Liabilities. Sponsor agrees that in the event the Unpaid Parent Liabilities as of immediately prior to the Closing are
greater than the $11,500,000 (the “Maximum Liability Amount”), Sponsor will either (a) forfeit for cancellation
such number of whole Parent Class B Shares equal in value to the excess of the Maximum Liability Amount divided by $10.00 or (b)
pay to Parent at the Closing an amount equal to the difference between the Unpaid Parent Liabilities as of immediately prior to
the Closing minus the Maximum Liability Amount.


 


5.  Representations
and Warranties. Each Founder, severally and not jointly, represents and warrants to the Company as follows:


 


(a) The execution, delivery
and performance by such Founder of this Agreement and the consummation by such Founder of the transactions contemplated hereby
do not and will not (i) conflict with or violate any Law or Order applicable to such Founder, (ii) require any consent, approval
or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation
of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or certificate
of incorporation or operating agreement, if any (the “Organizational Documents”) of such Founder) or (iv) conflict
with or result in a breach of or constitute a default under any provision of such Founder’s Organizational Documents


 


(b) Such Founder owns
of record and has good, valid and marketable title to the Shares set forth opposite the Founder’s name on Exhibit A
free and clear of any Lien (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or
the Organizational Documents of such Founder) and has the sole power (as currently in effect) to vote and full right, power and
authority to sell, transfer and deliver such Shares, and such Founder does not own, directly or indirectly, any other Shares.


 






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(c) Such Founder has
the power, authority and capacity to execute, deliver and perform this Agreement and that this Agreement has been duly authorized,
executed and delivered by such Founder.


 


6.  Termination.
This Agreement and the obligations of Sponsor and each of the Founders under this Agreement shall automatically terminate upon
the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; and
(c) the mutual agreement of the Company and Sponsor. Upon termination or expiration of this Agreement, no party shall have any
further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any
party from liability for any willful breach of this Agreement occurring prior to its termination.


 


7.  Miscellaneous.


 


(a) Except as otherwise
provided herein or in the Merger Agreement, all costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated
hereby are consummated.


 


(b) All notices, requests,
claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in
a notice given in accordance with this Section 6(b)):


 


if to the Company,
to:


 


Gemini Therapeutics, Inc.

300 One Kendall Square, 3rd Floor

Cambridge, MA 02139

Attn: Jason Meyenburg

E-mail:                                                                


 






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


 


Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention: Mitchell S. Bloom


Jocelyn M. Arel

Laurie A. Burlingame

Daniel J. Espinoza


E-mail:        mbloom@goodwinlaw.com


jarel@goodwinlaw.com

lburlingame@goodwinlaw.com

despinoza@goodwinlaw.com


 


if to Parent or Merger Sub:


 


FS Development Corp.

600 Montgomery Street, Suite 4500

San Francisco, California 94111

Attn: Jim Tananbaum

E-mail: jim@foresitecapital.com


 


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


 


White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: Joel L. Rubinstein, Esq.

E-mail: joel.rubinstein@whitecase.com


 


if to a Founder,
to the address or facsimile number set forth for Founder on the signature page hereof.


 


(c) If any term or
other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent
possible.


 


(d) This Agreement,
the Merger Agreement and the Additional Agreements constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or
otherwise).


 






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(e) This Agreement
shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of
this Agreement. No Founder shall be liable for the breach by any other Founder of this Agreement.


 


(f) The parties hereto
agree that irreparable damage may occur in the event any provision of this Agreement was not performed in accordance with the terms
hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy
at law or in equity.


 


(g) This Agreement
shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and
to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively
in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Chancery Court
for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action
is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated
hereunder may not be enforced in or by any of the above-named courts.


 


(h) This Agreement
may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.


 


(i) Without further
consideration, each party shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered
such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate
the transactions contemplated by this Agreement.


 


(j) This Agreement
shall not be effective or binding upon the Company, Sponsor or any Founder until such time as the Merger Agreement is executed.


 


(k) Each of the
parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect
to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto
(i) certifies that no representative, agent 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 that foregoing waiver and (ii) acknowledges that it and the other
parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among
other things, the mutual waivers and certifications in this Paragraph (k).


 


[Signature pages follow]


 




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


 


	 	FS DEVELOPMENT CORP.
	 	 	 
	 	/s/ Jim Tananbaum
	 	Name:	Jim Tananbaum
	 	Title:	Chief Executive Officer
	 	 	 
	 	GEMINI THERAPEUTICS, INC.
	 	 	 
	 	/s/ Jason Meyenburg
	 	Name:	Jason Meyenburg
	 	Title:	Chief Executive Officer
	 	 	 
	 	FS DEVELOPMENT HOLDINGS, LLC
	 	 	 
	 	/s/ Jim Tananbaum
	 	Name:	Jim Tananbaum
	 	Title:	Chief Executive Officer


 


[Signature Page to Parent Support
Agreement]


 




     


     


    

 


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


 


	 	FOUNDERS:
	 	 
	 	FS DEVELOPMENT HOLDINGS, LLC
	 	 	 	 
	 	By:	/s/ Jim Tananbaum
	 	 	Name:	Jim Tananbaum
	 	 	Title:	Chief Executive Officer
	 	 	Address: 	 600 Montgomery Street 4500, SF, CA 9411


 


	 	Robert Carey 
	 	 	 	 
	 	By:	/s/ Robert Carey
	 	 	Address: 	347 McHenry St., Park City, UT 84060


 


	 	Daniel Dubin 
	 	 	 	 
	 	By:	/s/ Daniel Dubin
	 	 	Address: 	56 Radcliffe Rd. Weston, MA 02493
	 	 	 	 
	 	Deepa Pakianathan 
	 	 	 	 
	 	By:	/s/ Deepa Pakianathan
	 	 	Address:	145 Fallen leaf Dr, Hillsborough, CA 94010


 


[Signature Page to Parent Support
Agreement]


 




     


     


    

 


EXHIBIT A


 


THE FOUNDERS


 


	Founder 	 	Shares of Parent Class A Common Stock	 	Shares of Parent Class B Common Stock
	FS Development Holdings, LLC	 	441,500	 	2,928,750
	Robert Carey	 	 	 	30,000
	Daniel Dubin	 	 	 	30,000
	Deepa Pakianathan	 	 	 	30,000