TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 18th, 2022 • Akouos, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 17, 2022, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Kearny Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Purchaser”), and one or more stockholders of Akouos, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among ELI LILLY AND COMPANY, KEARNY ACQUISITION CORPORATION and AKOUOS, INC. Dated as of October 17, 2022Merger Agreement • October 18th, 2022 • Akouos, Inc. • Pharmaceutical preparations • Delaware
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 18th, 2022 • Akouos, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Kearny Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and [●], a [●], as Rights Agent (as defined herein). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined herein).
