FORM OF CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN Gemini Therapeutics, Inc. and Dated as of [•]Contingent Value Rights Agreement • August 10th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is entered into by and among Gemini Therapeutics, Inc. a Delaware corporation (“Gem”), [[___], as Holder’s Representative,] and [•], as initial Rights Agent (as defined herein).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 10th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Gemini Therapeutics, Inc., a Delaware corporation (“Gem”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of [•], 2022 (as the same may be amended from time to time, the “Merger Agreement”) with Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gem, and Disc Medicine, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
FORM OF GEM STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 10th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2022, by and among Disc Medicine, Inc. a Delaware corporation (the “Company”), Gemini Therapeutics, Inc., a Delaware corporation (“Gem”), and the undersigned stockholder (the “Stockholder”) of Gem. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • August 10th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2022, by and among Disc Medicine, Inc. a Delaware corporation (the “Company”), Gemini Therapeutics, Inc., a Delaware corporation (“Gem”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: GEMINI THERAPEUTICS, INC.; GEMSTONE MERGER SUB, INC.; and DISC MEDICINE, INC. Dated as of August 9, 2022Merger Agreement • August 10th, 2022 • Gemini Therapeutics, Inc. /DE • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of August 9, 2022, by and among GEMINI THERAPEUTICS, INC., a Delaware corporation (“Gem”), GEMSTONE MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Gem (“Merger Sub”), and DISC MEDICINE, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
