LOCK-UP AGREEMENTLock-Up Agreement • July 19th, 2023 • Baker Bros. Advisors Lp • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”) and Neurogene Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger, dated as of July 17, 2023 (as the same may be amended from time to time, the “Merger Agreement”) with Project North Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • July 19th, 2023 • Baker Bros. Advisors Lp • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and Baker Bros. Advisors LP (“Advisor”), on behalf of itself and the persons listed on Appendix A hereto in their capacity as record or beneficial owners of Shares (each, a “Stockholder” and collectively, the “Stockholders”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement.
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • July 19th, 2023 • Baker Bros. Advisors Lp • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and Baker Bros. Advisors LP (“Advisor”), on behalf of itself and the persons listed on Appendix A hereto in their capacity as record or beneficial owners of Shares (each, a “Stockholder” and collectively, the “Stockholders”) of Parent. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement.
