This SUPPORT AGREEMENT (this Agreement), is made as of February 19, 2020, by and between Tocagen Inc., a Delaware corporation (the Parent) and the Person set forth on Schedule A hereto (the Stockholder).
WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares, par value $0.0001 per share (Company Shares), of Forte Biosciences, Inc., a Delaware corporation (Company), set forth opposite the Stockholders name on Schedule A (all Company Shares owned by the Stockholder, or hereafter issued to or otherwise acquired, whether beneficially or of record, or owned by the Stockholder prior to the termination of this Agreement, as well as shares set forth on Schedule A, being referred to herein as the Subject Shares);
WHEREAS, the Company, Parent and TELLURIDE MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), propose to enter into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the Merger Agreement), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company (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); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Parent has required that the Stockholder, and as an inducement and in consideration therefor, the Stockholder (in the Stockholders capacity as a holder of the Subject Shares) 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. From and after the date hereof, at every meeting of the holders of Company Shares (the Company Stockholders), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Company Stockholders act by written consent in lieu of a meeting), the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote the Subject Shares (a) in favor of adopting the Merger Agreement and approving the Merger, the other Contemplated Transactions, the Company Stockholder Matters, and the other actions contemplated by the Merger Agreement, (b) against approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Merger, and (c)