This SUPPORT AGREEMENT (this Agreement), dated as of August 22, 2020, is by and between PROTEOSTASIS THERAPEUTICS, INC., a Delaware corporation (PTI), YUMANITY THERAPEUTICS, INC. a Delaware corporation (the Company) and YUMANITY HOLDINGS, LLC, a Delaware limited liability company (Holdings) in its capacity as the sole stockholder of the Company (the Stockholder).
WHEREAS, PTI, Pangolin Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of PTI (Merger Sub), the Company, and Holdings propose to enter into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as the same may be amended from time to time in accordance with its terms, the Merger Agreement), which provides, among other things, for Merger Sub to merge with and into the Company, with the Company continuing as the surviving corporation and wholly-owned subsidiary of PTI (the Merger), upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement);
WHEREAS, immediately prior to the consummation of the Merger, Holdings will merge with and into the Company with the Company continuing as the surviving corporation (the Company Reorganization) and following which the Companys equity capitalization will consist entirely of common stock (and options and warrants exercisable for common stock);
WHEREAS, the approval of the Merger by the Stockholder is subject to and, will only become effective upon, the approval of the Merger and the Company Reorganization by equityholders of Holdings (the Equityholders);
WHEREAS, as of the date hereof, the Stockholder is the holder of the number and type of shares of Company Capital Stock of the Company set forth opposite Stockholders name on the signature page hereto (all shares set forth on the signature page, together with any shares of Company Capital Stock that are hereafter issued to or otherwise acquired or owned by the Stockholder prior to the termination of this Agreement being referred to herein as the Subject Shares); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, PTI has required that the Stockholder, and as an inducement and in consideration therefor, the Stockholder has agreed to, enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
VOTING AGREEMENT; GRANT OF PROXY
The Stockholder hereby covenants and agrees that:
1.1. Voting of Subject Shares and Support of Contemplated Transactions. The Stockholder hereby agrees that within ten (10) Business Days after the Form S-4 Registration Statement becomes