Exhibit 10.2


 


COMPANY
SUPPORT AGREEMENT


 


This
COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 15, 2020, by and among FS
Development Corp., a Delaware corporation (“Parent”), and the persons set forth on Schedule I attached hereto
(each, a “Stockholder” and collectively, the “Stockholders”). Each of Parent and each Stockholder
are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined
below).


 


RECITALS


 


WHEREAS,
concurrently herewith, Parent, FSG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), FS Development
Holdings, LLC, a Delaware limited liability company, Shareholder Representative Services LLC, as the Stockholders’ Representative,
and Gemini Therapeutics, Inc., a Delaware corporation (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,
and each share of Company Capital Stock (including the Subject Company Shares (as defined below)) will be converted into the right
to receive Parent Class A Shares, in each case, on the terms and subject to the conditions set forth in the Merger Agreement;


 


WHEREAS,
each Stockholder is the record and beneficial owner of the number and type of Company Securities set forth on Schedule I
hereto (together with any other Company Securities or other eqiuty interest (including anything convertible into such equity interests)
of the Company that each Stockholder acquires record or beneficial ownership after the date hereof, collectively, the “Subject
Company Shares”);


 


WHEREAS,
in consideration for the benefits to be received by each Stockholder under the terms of the Merger Agreement and as a material
inducement to Parent and the other Parent Parties agreeing to enter into and consummate the transactions contemplated by the Merger
Agreement, each Stockholder agrees to enter into this Agreement and to be bound by the agreements, covenants and obligations contained
in this Agreement; and


 


WHEREAS,
the Parties acknowledge and agree that Parent and the other Parent Parties would not have entered into and agreed to consummate
the transactions contemplated by the Merger Agreement without each Stockholder entering into this Agreement and agreeing to be
bound by the agreements, covenants and obligations contained in this Agreement.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as
follows:





 


AGREEMENT


 


1. Company
Stockholder Consent and Related Matters. 


 


(a) (1)
As promptly as reasonably practicable (and in any event within two (2) Business Days) following the Effective Date, each Stockholder
shall duly execute and deliver to the Company and Parent the Company Stockholder Written Consent under which it shall irrevocably
and unconditionally consent to the matters, actions and proposals contemplated by Section 8.3(a) (Company Stockholder Approval)
of the Merger Agreement. Without limiting the generality of the first sentence of this Section 1(a), prior to the Closing,
each Stockholder shall vote (or cause to be voted) the Subject Company Shares against and withhold consent with respect to any
Alternative Proposal. (2) In addition to the foregoing, each Stockholder hereby unconditionally and irrevocably agrees that, at
any meeting of the holders of Company Capital Stock (or any adjournment or postponement thereof), such Stockholder shall, if a
meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Company Shares to be counted as
present thereat for purposes of establishing a quorum, and such Stockholder shall vote or provide consent (or cause to be voted
or consented), in person or by proxy, all of its Subject Company Shares:


 


(i) to
approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger;


 


(ii) in
any other circumstances upon which a consent or other approval is required under the organizational documents of the Company or
otherwise sought with respect to the Merger Agreement or the transactions contemplated thereby, to vote, consent or approve (or
cause to be voted, consented or approved) all of such Stockholder’s Subject Company Shares held at such time in favor thereof;


 


(iii) against
any Alternative Transaction, or any other merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions
contemplated thereby); and


 


(iv) against
any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger
Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation
or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth in Article X of the Merger
Agreement not being fulfilled.


 


(b) Without
limiting any other rights or remedies of Parent, each Stockholder hereby irrevocably appoints Parent or any individual designated
by Parent as the Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for
and in the name, place and stead of the Stockholder, to attend on behalf of the Stockholder any meeting of the holders of Company
Capital Stock with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation
for purposes of establishing a quorum at any such meeting of the holders of Company Capital Stock, to vote (or cause to be voted)
the Subject Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a)
in connection with any meeting of the holders of Company Capital Stock or any action by written consent by the holders of Company
Capital Stock (including the Company Stockholder Written Consent), in each case, in the event that the Stockholder fails to timely
perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a).


 


(c) The
proxy granted by each Stockholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration for Parent entering into the Merger Agreement and agreeing to consummate the
transactions contemplated thereby. The proxy granted by each Stockholder pursuant to Section 1(b) is also a durable proxy
and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by each Stockholder and shall revoke
any and all prior proxies granted by each Stockholder with respect to the Subject Company Shares. The vote or consent of the proxyholder
in accordance with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event of any
conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or consent by each Stockholder
of the Subject Company Shares (or any other Person with the power to vote the Subject Company Shares) with respect to the matters
in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except
those provided in Section 1(a). For the avoidance of doubt, each Stockholder may vote the Subject Company Shares on all
other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in
this Agreement.


 




    2


     


    

 


(d) Each
Stockholder hereby (i) irrevocably and unconditionally 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, (x) 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 Certificate
of Incorporation and effective as of immediately prior to the Effective Time of the Merger and (y) prior to the Closing, the conversion
of each Convertible Note into Company Series B Preferred Stock, in accordance with the terms of each Convertible Note, in each
case, as set forth on the Capitalization Table.


 


(e) Each
Stockholder hereby irrevocably waives, on behalf of themselves and each other holder of Company Preferred Stock, its right to
certain payments upon liquidation of the Company pursuant to Article IV, Section 2 of the Company Certificate of Incorporation,


 


2. Other
Covenants and Agreements.


 


(a) Each
Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, (i) each of the agreements set
forth on Schedule II hereto shall be automatically terminated and of no further force and effect (including any provisions
of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence
of, the Closing and (ii) upon such termination neither the Company nor any of its Affiliates (including from and after the Effective
Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement; provided,
however, that the indemnification provisions that are contemplated to survive the agreement marked with an asterisk (*) on Schedule
II shall survive such termination in accordance with their terms. Without limiting the generality of the foregoing, each Stockholder
hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken,
all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence.


 


(b) Each
Stockholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance
upon the Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable,
the agreements, covenants and obligations contained in this Agreement and but for the Stockholder entering into this Agreement
and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained
in this Agreement, Parent and the other Parent Parties would not have entered into or agreed to consummate the transactions contemplated
by the Merger Agreement.


 


(c) On
the Closing Date, each Stockholder shall deliver to Parent a duly executed copy of that (i) certain Registration Rights Agreement,
by and among Parent, the Company and the Specified Company Securityholders party thereto, in substantially the form attached as
Exhibit F to the Merger Agreement and (ii) certain Voting Agreement, by and among Parent, the Company and the Specified Company
Securityholders party thereto, in substantially the form attached as Exhibit D to the Merger Agreement.


 




    3


     


    

 


3. Stockholder
Representations and Warranties. Each Stockholder represents and warrants to Parent as follows:


 


(a) If
Stockholder is not an individual, the Stockholder is a corporation, limited liability company or other applicable business entity
duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each
case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws
of its jurisdiction of formation or organization (as applicable).


 


(b) If
Stockholder is not an individual, the Stockholder has the requisite corporate, limited liability company or other similar power
and authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including,
for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger
Agreement), and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement has been duly
authorized by all necessary corporate (or other similar) action on the part of such Stockholder. This Agreement has been duly
and validly executed and delivered by such Stockholder and constitutes a valid, legal and binding agreement of each Stockholder
(assuming that this Agreement is duly authorized, executed and delivered by Parent), enforceable against each such Stockholder
in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting
generally the enforcement of creditors’ rights and subject to general principles of equity).


 


(c) No
consent, approval or authorization of, or designation, declaration or filing with, any governmental authority is required on the
part of any Stockholder with respect to such Stockholder’s execution, delivery or performance of its covenants, agreements
or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under
this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby,
except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would
not adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or
obligations hereunder in any material respect.


 


(d) None
of the execution or delivery of this Agreement by each Stockholder, the performance by such Stockholder of any of its covenants,
agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations
under this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated
hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision
of such Stockholder’s organizational documents, (ii) result in a violation or breach of, or constitute a default or give
rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under,
any of the terms, conditions or provisions of any Contract to which such Stockholder is a party, (iii) violate, or constitute
a breach under, any Order or applicable Law to which such Stockholder or any of its properties or assets are bound or (iv) result
in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii)
directly above, as would not adversely affect the ability of such Stockholder to perform, or otherwise comply with, any of
its covenants, agreements or obligations hereunder in any material respect.


 


(e) Each
Stockholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject
Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law). Except for the
shares of Company Capital Stock set forth on Schedule I hereto, together with any other shares of Company Capital Stock
or other equity interest (including anything convertible into such equity interests) of the Company that the Stockholder acquires
record or beneficial ownership after the date hereof, such Stockholder has the sole right to vote (and provide consent in respect
of, as applicable) the Subject Company Shares and, except for this Agreement, the Merger Agreement and that certain Second Amended
and Restated Voting Agreement, dated September 26, 2019, such Stockholder is not party to or bound by (i) any option, warrant,
purchase right, or other Contract that would (either alone or in connection with one or more events, developments (including the
satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer (as defined below) any of the Subject
Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject
Company Shares.


 




    4


     


    

 


(f) There
is no Proceeding pending or, to the Stockholder’s knowledge, threatened against such Stockholder that questions the beneficial
or record ownership of such Stockholder’s Subject Company Shares, the validity of this Agreement or the performance by such
Stockholder of its obligations under this Agreement, or which would reasonably be expected to adversely affect the ability of
such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in
any material respect.


 


(g) The
Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants
and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has
formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and
(ii) he, she or it has been furnished with or given access to such documents and information about the Parent Parties and their
respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him,
her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other Additional
Agreements to which he, she or it is or will be a party and the transactions contemplated hereby and thereby.


 


(h) In
entering into this Agreement and the other Additional Agreements to which he, she or it is or will be a party, the Stockholder
has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth
in the Additional Agreements to which he, she or it is or will be a party and no other representations or warranties of any Parent
Party (including, for the avoidance of doubt, none of the representations or warranties of any Parent Party set forth in the Merger
Agreement or any other Additional Agreements), any Affiliate of Parent or any other Person, either express or implied, and such
Stockholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants
and agrees that, except for the representations and warranties expressly set forth in the Additional Agreements to which he, she
or it is or will be a party, none of the Parent Parties, any Affiliate of Parent or any other Person makes or has made any representation
or warranty, either express or implied, in connection with or related to this Agreement, the Additional Agreements to which he,
she or it is or will be a party or the transactions contemplated hereby or thereby.


 


4. Transfer
of Subject Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Parent
(such consent to be given or withheld in its sole discretion), from and after the date hereof, each Stockholder agrees not to
(a) Transfer any of the Subject Company Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that
would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions
precedent)) require such Stockholder to Transfer the Subject Company Shares or (ii) any voting trust, proxy or other Contract
with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions (i) having the effect of preventing
or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters
described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means
any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in
or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by
operation of law or otherwise). 


 






    5


     


    

 


5. Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon
the earlier of (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms and (c) upon the
mutual written agreement of Parent and each Stockholder. Upon termination of this Agreement as provided in the immediately preceding
sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. 


 


6. Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) each Stockholder makes no agreement or understanding
herein in any capacity other than in such Stockholder’s capacity as a record holder and beneficial owner of the Subject
Company Shares, and not in such Stockholder’s capacity as a director, officer or employee of the Company or any other capacity
and (b) nothing herein will be construed to limit or affect any action or inaction by any Stockholder serving as a member of the
board of directors of the Company or as an officer, employee or fiduciary of the Company, in each case, acting in such person’s
capacity as a director, officer, employee or fiduciary of the Company.


 


7. Notices.
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) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof)
if applicable, e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that
the email was sent to the intended recipient thereof without an “error” or similar message that such email was not
received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt
thereof) to the other Parties as follows:


 


If
to Parent, to:


 


c/o
FS Development Corp.


600
Montgomery Street, Suite 4500


San
Francisco, California 94111


Attention:
Jim Tananbaum


Email:
Jim@foresitecapital.com


 


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


 


White
& Case LLP

1221 Avenue of the Americas

New York, New York 10020-1095


Attention:
Joel L. Rubinstein, Esq.


E-mail:
joel.rubinstein@whitecase.com


 


If
to a Stockholder, to the address specified by such Stockholder in writing.


 


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
	 	 	Daniel J. Espinoza
	 	E-mail:	mbloom@goodwinlaw.com
	 	 	jarel@goodwinlaw.com
	 	 	despinoza@goodwinlaw.com









 




    6


     


    

 


or
to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner
set forth above.


 


8. Entire
Agreement. This Agreement, the Merger Agreement and documents referred to herein and therein constitutes the entire agreement
of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both
written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided
in this Agreement. 


 


9. Amendments
and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver
is in writing and signed by each of Stockholder and Parent. Notwithstanding the foregoing, no failure or delay by any Party in
exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assignable by any Stockholder without Parent’s prior written consent (to be withheld or given in its
sole discretion).


 


10. Fees
and Expenses. Except as otherwise expressly set forth in the Merger Agreement, all fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors
and accountants, shall be paid by the Party incurring such fees or expenses.


 


11. Remedies.
Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive
of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will
not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy, would occur in the event that either Party does not perform its respective obligations under
the provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly
agreed that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting
a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at
law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable
relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy
at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.


 


12. No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and
permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective
successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Agreement.
Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a
joint venture.


 


13. Miscellaneous.
Sections 1.2 (Construction), 14.7 (Governing Law), 14.8 (Counterparts; Facsimile Signatures) and 14.10 (Severability) of the Merger
Agreement are incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.


 


[Signature
page follows]


 




    7


     


    

 


IN
WITNESS WHEREOF, the Parties have executed and delivered this Company Support Agreement as of the date first above written.


 


	 	FS
    DEVELOPMENT CORP.
	 	 
	 	By: 	/s/ Jim Tananbaum
	 	Name:  	Jim Tananbaum
	 	Title:	Chief
Executive Officer


 


[Signature
Page to Company Support Agreement]


 



     


     


    

 





	 	LIGHTSTONE
    VENTURES, L.P.
	 	 
	 	By:
    LSV Associates, L.L.C.,
	 	its
    general partner
	 	 
	 	By:	/s/ Jean M. George
	 	Name:  	 Jean M. George
	 	Title:	 Managing Director
	 	 
	 	LIGHTSTONE
    VENTURES (A), L.P.
	 	 
	 	By:
    LSV Associates, L.L.C.,
	 	its
    general partner
	 	 
	 	By:	/s/ Jean M. George
	 	Name: 	Jean M. George
	 	Title:	 Managing Director
	 	 
	 	LIGHTSTONE
    SINGAPORE, L.P.
	 	 
	 	By:
    LSV Associates, L.L.C.,
	 	its
    general partner
	 	 
	 	By:	/s/
Jean M. George
	 	Name:	 Jean M. George
	 	Title: 	Managing Director


 


[Signature
Page to Company Support Agreement]


 






     


     


    

 





	 	ORBIMED
    PRIVATE INVESTMENTS VI, L.P.
	 	 
	 	By:
    OrbiMed Capital GP VI LLC,
	 	its
    General Partner
	 	 
	 	By:
    OrbiMed Advisors LLC,
	 	its
    Managing Partner
	 	 
	 	By: 	/s/ Carl Gordon
	 	Name: 	Carl Gordon
	 	Title:	 Member


 


[Signature
Page to Company Support Agreement]


 






     


     


    

 





	 	ATLAS
    VENTURE FUND X, L.P.
	 	 
	 	By:
    Atlas Venture Associates X, L.P.
	 	its
    General Partner
	 	 
	 	By:
    Atlas Venture Associates X, LLC
	 	its
    General Partner
	 	 
	 	By: 	/s/ Ommer Chohan
	 	Name:   	Ommer Chohan
	 	Title: 	Chief Financial Officer


 


[Signature
Page to Company Support Agreement]


 






     


     


    

 





	 	WU CAPITAL INVESTMENT LLC
	 	 
	 	By: Wu Capital Investment LLC
	 	Its:
    Director
	 	 	 
	 	By:
    	/s/
    Hannah Chang
	 	Name:
    	Hannah
    Chang, M.D., P.h.D.
	 	Title:
    	Managing
    Director


 


[Signature
Page to Company Support Agreement]


 






     


     


    

 





SCHEDULE
I


 


	Name of Stockholder	 	Number of Series A
 Preferred Stock	 	 	Number of Series B
 Preferred Stock	 	 	Principal amount
 under Convertible
 Note	 
	Lightstone Ventures, L.P.	 	 	11,653,137	 	 	 	976,931	 	 	 	 	 
	Lightstone Ventures (A), L.P.	 	 	1,587,559	 	 	 	133,112	 	 	 	 	 
	Lightstone Singapore L.P.	 	 	 	 	 	 	3,700,139	 	 	 	3,000,000	 
	OrbiMed Private Investments VI, L.P.	 	 	13,240,696	 	 	 	7,400,280	 	 	 	4,887,000	 
	Atlas Venture Fund X, L.P.	 	 	13,240,696	 	 	 	5,180,196	 	 	 	4,361,000	 
	Wu Capital Investment LLC	 	 	 	 	 	 	7,400,280	 	 	 	1,752,000	 



 






     


     


    

 


SCHEDULE
B


 


		1.	Second
                                         Amended and Restated Voting Agreement, dated as of September 26, 2019, by and among the
                                         Company, each holder of Series A Preferred Stock, each holder of Series B Preferred Stock
                                         and the stockholders listed on Schedule B thereto.



 


		2.	Amended
                                         and Restated Right of First Refusal and Co-Sale Agreement, dated as of September 26,
                                         2019, by and among the Company, the Investors (as defined below) and the persons named
                                         on Schedule B thereto.



 


		3.	Amended
                                         and Restated Investors’ Rights Agreement, dated as of September 26, 2019, by and
                                         among the Company and the Investors.