Form of] CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 25th, 2011 • Clinical Data Inc • Pharmaceutical preparations • Delaware
This Contingent Value Rights Agreement, dated as of [•], 2011 (this “Agreement”), is entered into by and between FL HOLDING CV, an entity organized under the laws of the Netherlands (“Parent”), FOREST LABORATORIES, INC., a Delaware corporation (the “Guarantor”) and [____________________], as Rights Agent (the “Rights Agent”).
SECURITYHOLDER TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 25th, 2011 • Clinical Data Inc • Pharmaceutical preparations • Delaware
This Securityholder Tender and Support Agreement dated as of February 22, 2011 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Securityholder”), FL HOLDING CV, an entity organized under the laws of the Netherlands (“Parent”) and, MAGNOLIA ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”) . Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Purchaser and CLINICAL DATA, INC., a Delaware corporation (the “Company”).
