TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 1st, 2022 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 7, 2022, is by and among Viatris Inc., a Delaware corporation (“Parent”), Iris Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each stockholder listed on the signature pages hereto (each, a “Stockholder”).
Re: Retention AgreementRetention Agreement • December 1st, 2022 • Oyster Point Pharma, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
As you know, Oyster Point Pharma, Inc., a Delaware corporation (the “Company”), Viatris Inc., a Delaware corporation (“Parent”), and Iris Purchaser Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Parent acquiring the Company. As a condition to the willingness of Parent to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under your Change in Control and Severance Agreement with the Company (the “Severance Agreement”), the Company’s Severance Pay Plan (the “Severance Plan”) and any other agreement between you and the Company that provides for severance, separation or retention payments or benefits. Capitalized terms used but not otherwise defined herein shall have
