AGREEMENT AND PLAN OF MERGER among: Decibel Therapeutics, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Symphony Acquisition Sub, Inc., a Delaware corporation Dated as of August 8, 2023Agreement and Plan of Merger • August 9th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 8, 2023, by and among: Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”); Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Decibel Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 9th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 8, 2023, is entered into by and among Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent and Purchaser, the “Parties” and each, a “Party”). 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).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 9th, 2023 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is entered into by and among Regeneron Pharmaceuticals, Inc., a New York Corporation (“Parent”), Symphony Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [•], a [•], as Rights Agent.
