VOTING AND SUPPORT AGREEMENT
THIS VOTING AND SUPPORT AGREEMENT (this Agreement) is made as of December 23, 2020, by and among LifeSci Acquisition Corp., a Delaware corporation (the Company), the persons and entities listed on Schedule A attached hereto (the Founder Stockholders), and the persons and entities listed on Schedule B attached hereto (the Investor Stockholders, and together with the Founder Stockholders, the Voting Stockholders). The Voting Stockholders and the Company are each a party and are collectively the parties.
WHEREAS, the Company, LifeSci Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), Vincera Pharma, Inc., a Delaware corporation (Vincera), and Raquel Izumi, as representative of the stockholders of Vincera, have entered into that certain merger agreement, dated as of September 25, 2020 (the Merger Agreement), pursuant to which Merger Sub will merge (the Merger) with and into Vincera, with Vincera surviving the Merger and becoming a wholly-owned subsidiary of the Company and each holder of Vincera common stock prior to the Merger will be entitled to receive shares of the common stock of the Company (the Company Common Stock);
WHEREAS, the Voting Stockholders desire to provide for the election to the Board of Directors of the Company (the Board) of certain directors to be designated by the Voting Stockholders and for certain other matters, as provided herein, and accordingly, as a condition to the Merger, have agreed to execute and deliver this Agreement;
WHEREAS, upon consummation of the Merger, the Company will change its name to Vincera Pharma, Inc.; and
WHEREAS, the Company and the Voting Stockholders believe it is in the best interests of the Company and its stockholders to provide for the future voting of shares of the Companys capital stock held by the Voting Stockholders with respect to the election of Board members;
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and the Voting Stockholders agree as follows:
1. Agreement to Vote. During the term of this Agreement, each Voting Stockholder agrees to vote or cause to be voted all securities of the Company that may be voted in the election of the Companys directors that such Voting Stockholder from time to time owns, beneficially or otherwise, or has the right to vote (hereinafter referred to as Owned or Owns), including any and all such securities of the Company acquired and held in such capacity subsequent to the date hereof (hereinafter referred to as the Voting Shares), in accordance with the provisions of this Agreement, whether at a regular or special meeting of stockholders or any class or series of stockholders or by written consent.
2. Board of Director Matters. During the term of this Agreement, the Voting Stockholders agree to vote or cause to be voted all of their Voting Shares as follows: