SUPPORT AGREEMENT
This SUPPORT AGREEMENT (this “Agreement”), dated as of August 20, 2026, is made by and between Gossamer Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holder of shares of the Company (the “Investor”). The Company and the Investor shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
WHEREAS, the Company and certain investors (the “Purchasers”), severally and not jointly, entered into that certain Securities Purchase Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Purchase Agreement”) and in connection with the Purchase Agreement the Company plans to file with the Secretary of State of the State of Delaware (i) the Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock, (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series A-2 Convertible Preferred Stock and (iii) the Certificate of Designation of Preferences, Rights and Limitations of Series A-3 Convertible Preferred Stock (each, a “Certificate of Designation”);
WHEREAS, as of the date of this Agreement, the Investor owns that number of shares of common stock, par value $0.0001 per share, of the Company (the “Voting Securities”) set forth opposite its name on Exhibit A hereto; and
WHEREAS, the Purchase Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Purchase Agreement, and pursuant to this Agreement, the Investor will vote in favor of approval of the Stockholder Approval Proposal (as defined in the Purchase Agreement).
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
1.Agreement to Vote. For so long as this Agreement is in effect, the Investor hereby agrees to appear (in person or by proxy) and vote (in person or by proxy) at any meeting of the stockholders of the Company (including any adjournment or postponement thereof), and in any action by written resolution of the stockholders of the Company (such meeting or written resolution, the “Meeting”), all of such Investor’s Voting Securities that such Investor holds of record or beneficially, as of the date of this Agreement, or of which such Investor acquires record or beneficial ownership after the date hereof and before the record date of the Meeting (collectively, the “Subject Equity Securities”) in favor of the Stockholder Approval Proposal, and against any proposal that conflicts or materially impedes or interferes with the approval of the Stockholder Approval Proposal or that would adversely affect or delay the consummation of the transactions contemplated by the Purchase Agreement. The Investor shall validly execute and deliver to the Company, on (or effective as of) no later than the fifth (5th) Business Day following the date that the Proxy Statement related to the Stockholder Approval Proposal is disseminated by the Company to the Company’s stockholders, a properly completed voting proxy in the form distributed by or on behalf of the Company in favor of the Stockholder
Approval Proposal. In the event of any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split or reverse stock split, recapitalization, combination, conversion, exchange of equity interests or the like prior to the Closing, the term “Subject Equity Securities” shall be deemed to refer to and include the Subject Equity Securities as well as all such equity dividends and distributions and any securities into which or for which any or all of the Subject Equity Securities may be changed or exchanged or which are received in such transaction.
2.Transfer of Shares.
(a)From the date hereof until the earlier of (i) the Automatic Conversion Date (as defined in each Certificate of Designation) or (ii) the valid termination of this Agreement pursuant to Section 4, the Investor hereby agrees that the Investor shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its Subject Equity Securities or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit any of the Investor’s Subject Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of the Investor’s Subject Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of law) or other disposition of any of the Investor’s Subject Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of the Investor’s Subject Equity Securities or (v) take any action that would have the effect of preventing or materially delaying the performance of the Investor’s obligations hereunder, except as affirmatively permitted by the Purchase Agreement, and any Transfer or purported Transfer of the Subject Equity Securities in breach or violation of this Agreement shall be void and of no force or effect; provided, however, that the foregoing shall not apply to any Transfer by virtue of the Investor’s organizational documents upon liquidation or dissolution of the Investor; provided, that any transferee of any Transfer must enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer.
(b)In furtherance of the foregoing, the Company hereby agrees to (i) place a revocable stop order on all Subject Equity Securities subject to Section 2(a), including those which may be covered by a registration statement, and (ii) notify the Company’s transfer agent in writing of such stop order and the restrictions on such Subject Equity Securities under Section 2(a) and direct the Company’s transfer agent not to process any attempts by the Investor to Transfer any Subject Equity Securities except in compliance with Section 2(a). For the avoidance of doubt, the obligations of the Company under this Section 2(b) shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject Equity Securities.
3.Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows:
(a)the Investor has full power and authority (or legal capacity, if the Investor is a natural person) to execute and deliver this Agreement and to perform the Investor’s obligations hereunder;
(b)this Agreement has been duly executed and delivered by the Investor, and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other
equitable remedies, and the Investor understands that the Company and the Purchasers are entering into the Purchase Agreement in reliance upon the Investor’s execution and delivery of this Agreement;
(c)the Investor is the record or beneficial owner of the Voting Securities set forth in Exhibit A.
(d)the execution and delivery of this Agreement by the Investor will not (i) result in a violation or breach of any agreement to which the Investor is a party, (ii) violate any law or order applicable to the Investor or (iii) if Investor is an entity, violate any constituent or organizational document, except in each case as would not prevent or materially delay the Investor from performing its obligations hereunder;
(e)as of the date of this Agreement, there is no proceeding pending or, to the knowledge of the Investor, threatened against the Investor or any of the Investor’s properties or assets (whether tangible or intangible) that would reasonably be expected to prevent or materially impair the ability of the Investor to perform the Investor’s obligations hereunder; and
(i) the Investor does not have any agreement, arrangement, or understanding, whether written or oral, formal or informal, with any other holder of Voting Securities to act together for the purpose of acquiring, holding, voting, or disposing of Voting Securities, nor does the Investor otherwise act in concert with any other holder of Voting Securities in connection with the exercise of any rights or powers arising from the ownership of Voting Securities and (ii) without limiting the generality of the foregoing, the Investor is not a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any other holder of Voting Securities for the purpose of acquiring, holding, voting, or disposing of Voting Securities.
4.Termination. This Agreement shall automatically terminate, without any notice or other action by either Party, and be void ab initio upon the earlier of (a) the Automatic Conversion Date (as defined in each Certificate of Designation); (b) if the Second Closing has not yet occurred, December 31, 2026; (c) if the Company’s stockholders do not approve the Stockholder Approval Proposal at the Special Meeting, the date following the Special Meeting; (d) if the Initial Closing has not yet occurred, September 15, 2026 and (e) the date that is twelve (12) months following the Initial Closing Date, if the Automatic Conversion Date has not yet occurred. Upon termination of this Agreement as provided in the immediately preceding sentence, neither of the Parties shall have any further obligations under, or with respect to, this Agreement.
5.Amendments and Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by (i) the Company, and (ii) the Investor; provided that if the Purchasers of at least a majority in interest of the Securities (on an as-converted to Common Stock basis) to be purchased by the Purchasers (prior to the Closing Date) under the Purchase Agreement, or still held by the Purchasers (after the Closing Date), agree to such waiver, modification, supplement or amendment, the Investor hereby agrees to consent to and effectuate such waiver, modification, supplement or amendment on the same terms. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.
6.Incorporation by Reference. Sections 9 (Notices), 10.2 (Headings; Interpretation), 10.3 (Severability), 10.5 (Governing Law; Jurisdiction), 10.6 (Counterparts),
10.7 (Successors and Assigns), 10.8 (Third-Party Beneficiaries) and 10.15 (Remedies) of the Purchase Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.
[Signature page follows]
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.
COMPANY:
Gossamer Bio, Inc.
By:
Name:
Title:
INVESTOR:
[NAME OF INVESTOR]
By:
Name:
Title:
[Signature page to Support Agreement]
Exhibit A
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| Investor Name | Shares of Common Stock Beneficially Owned |
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