TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 15th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 14, 2020, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Tyto Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Purchaser”), and one or more persons 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, TYTO ACQUISITION CORPORATION, and PREVAIL THERAPEUTICS INC. Dated as of December 14, 2020Merger Agreement • December 15th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2020 (this “Agreement”), among Eli Lilly and Company, an Indiana corporation (“Parent”), Tyto Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and Prevail Therapeutics Inc., a Delaware corporation (the “Company”).
ANNEX IV FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 15th, 2020 • Prevail Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and between Eli Lilly and Company, an Indiana corporation (“Parent”), Tyto Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and [●], a [●], as Rights Agent (as defined herein). Capitalized terms used herein but not defined shall have the meaning assigned to such terms in the Merger Agreement (as defined herein).
