FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 1st, 2024 • Cerevel Therapeutics Holdings, Inc. • Pharmaceutical preparations
WHEREAS, the Company is a party to that certain Agreement and Plan of Merger, dated as of December 6, 2023 (the “Merger Agreement”), by and among AbbVie Inc., a Delaware corporation (“Parent”), Symphony Harlan, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Intermediate Holdco”), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), and the Company, pursuant to which, and upon the terms and subject to the conditions contained in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”), and, in connection therewith, each share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that is outstanding immediately prior to the effective time of the Merger (other than shares of Common Stock (i) that are held by Parent, Intermediate Holdco, Merger
