AGREEMENT AND PLAN OF MERGER among: ALLIANCE HOLDCO LIMITED a private limited company organized under the laws of England and Wales; ALLIANCE ACQUISITION SUB, INC., a Delaware corporation; and APPLIED GENETIC TECHNOLOGIES CORPORATION, a Delaware...Merger Agreement • October 24th, 2022 • Applied Genetic Technologies Corp • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 23, 2022, by and among ALLIANCE HOLDCO LIMITED, a private limited company organized under the laws of England and Wales (“Parent”); ALLIANCE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”); and APPLIED GENETIC TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 24th, 2022 • Applied Genetic Technologies Corp • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 23, 2022, is entered into by and among Alliance Holdco Limited, a private limited company organized under the laws of England and Wales (“Parent”), Alliance Acquisition Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on Schedule A (each, a “Stockholder” and 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). Parent, Purchaser and each of the Stockholders are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 24th, 2022 • Applied Genetic Technologies Corp • Biological products, (no disgnostic substances) • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 2022 (this “Agreement”), is entered into by and between Alliance Holdco Limited, a private limited company organized under the laws of England and Wales (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Rights Agent”), as Rights Agent (the “Rights Agent”).
