RESALE LOCK-UP AGREEMENT
This Resale Lock-Up Agreement (this Agreement) is dated as of December 23, 2020, by and between the stockholder set forth on the signature page to this Agreement (the Holder) and LifeSci Acquisition Corp., a Delaware corporation (the Purchaser). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
A. The Purchaser has entered into that certain Merger Agreement, dated as of September 25, 2020 (the Merger Agreement), by and among the Purchaser, LifeSci Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (the Merger Sub), Vincera Pharma, Inc., a Delaware corporation (Vincera), and Raquel Izumi as the representative of the stockholders of Vincera.
B. Pursuant to the terms of the Merger Agreement, the Merger Sub will merge (the Merger) with and into Vincera, with Vincera surviving the Merger and becoming a wholly-owned subsidiary of the Purchaser and each holder of Vincera common stock prior to the Merger will be entitled to receive shares of Purchaser Common Stock (as defined in the Merger Agreement) in accordance with the terms set forth in the Merger Agreement; and.
C. The Holder is a record and/or beneficial owner of Vincera common stock and is therefore entitled to receive Purchaser Common Stock pursuant to the Merger Agreement.
D. As a condition of, and as a material inducement for the Purchaser to enter into and consummate the transactions contemplated by the Merger Agreement, the Holder has agreed to execute and deliver this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. Lock-Up. During the Lock-up Period (as defined below), the Holder agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Purchaser.
The foregoing sentence shall not apply to the transfer of any or all of the Lock-up Shares owned by the Holder as follows: (i) by gift, will or intestate succession upon the death of the Holder, (ii) to any Permitted Transferee (defined below), (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (iv) pursuant to a tender offer, merger, stock sale, recapitalization, consolidation or similar transaction involving the Purchaser, (v)