GEMINI THERAPEUTICS, INC.Officer Indemnification Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
GEMINI THERAPEUTICS, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of February 5, 2021 by and between Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
This Employment Agreement (“Agreement”) is made as of the 24th of December, 2020 between Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Marc Uknis (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
In connection with the proposed business combination (the “Transaction”) between FS Development Corp., a Delaware corporation (“FSD”), and Gemini Therapeutics, Inc., a Delaware corporation (“Target”), pursuant to a merger agreement to be entered into among FSD, Target, and the other parties thereto (the “Transaction Agreement”), FSD is seeking commitments from interested investors to purchase shares of Class A common stock, par value $0.0001 per share (the “Shares”), of FSD, for a purchase price of $10.00 per share (the “Per Share Purchase Price”). The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” On or about the date of this Subscription Agreement, FSD is entering into subscription agreements (the “Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the
LOCKUP AGREEMENTLockup Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Lockup Agreement (this “Agreement”) is dated as of February 5, 2021 and is between FS Development Corp., a Delaware corporation (“FSD”), and each of the stockholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with FSD in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER dated October 15, 2020 by and among Gemini Therapeutics, Inc., Shareholder Representative Services LLC, as the Stockholders’ Representative, FS Development Corp., and FSG Merger Sub, Inc.Agreement and Plan of Merger • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 15, 2020 (this “Agreement”), is entered into by and among Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Stockholders’ Representative”), FS Development Corp., a Delaware corporation (“Parent”) and FSG Merger Sub Inc., a Delaware corporation (“Merger Sub”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE GEMINI THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations
Pursuant to the Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Gemini Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
VOTING AGREEMENTVoting Agreement • February 11th, 2021 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
WHEREAS, reference is made to that certain Agreement and Plan of Merger, dated as of October 15, 2020 (the “Merger Agreement”), by and among Parent, FSG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), FS Development Holdings, LLC, a Delaware limited liability company, Shareholder Representative Services LLC, a Colorado limited liability company, as the Stockholders’ Representative, and Gemini Therapeutics, Inc., a Delaware corporation (the “Gemini”);
