AGREEMENT AND PLAN OF MERGER by and among ELANCO ANIMAL HEALTH INCORPORATED, KNIGHT MERGER SUB, INC. and KINDRED BIOSCIENCES, INC. dated as of June 15, 2021Merger Agreement • June 16th, 2021 • Elanco Animal Health Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 15, 2021, is by and among Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), Knight Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Kindred Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings ascribed to such terms in Annex I or as otherwise defined elsewhere in this Agreement. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
FORM OF SUPPORT AGREEMENTSupport Agreement • June 16th, 2021 • Elanco Animal Health Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated June 15, 2021, is by and among [ ] (“Stockholder”), Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), and Knight Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).
