Common use of XXX XXXXX AND COMPANY Clause in Contracts

XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President and CEO Agreement and Plan of Merger Signature Page MERGER SUB: PROCAR ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President Agreement and Plan of Merger Signature Page IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the date first written above. COMPANY: COLUCID PHARMACEUTICALS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Agreement and Plan of Merger Signature Page Annex A Conditions of the Offer Capitalized terms used in this Annex A but not defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger (the “Agreement”) of which this Annex A is a part. Notwithstanding any other term of the Offer or the Agreement to the contrary, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Agreement) may terminate the Offer and not accept for payment any tendered Shares: (i) if the Agreement has been terminated in accordance with Article 8 of the Agreement; or (ii) at any scheduled Expiration Date (as it may have been extended pursuant to Section 1.1(c) of the Agreement), if (x) the conditions in clauses (a) and (d) below have not been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or (y) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxx Name: Xxxxxx --------------------------- Xxxxx X. Xxxxx Title: Xxxxxx Vice President and CEO Agreement and Plan of Merger Signature Page MERGER SUB: PROCAR ACQUISITION CORPORATION Treasurer By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxxxxxx --------------------------- Xxxxxx X. Xxxxxxx Title: President Agreement and Plan of Merger Signature Page IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as Xxxxxxxxxx Secretary This is one of the date first written aboveNotes of the series designated herein issued under the Indenture described herein. COMPANY: COLUCID PHARMACEUTICALSCITIBANK, INC. N.A., as Trustee By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Xxxxxxxx --------------------------- Authorized Officer Agreement and Plan FORM OF REVERSE OF NOTE This Note is one of Merger Signature Page Annex A Conditions a duly authorized issue of a series of debt securities (the "Securities") of the Offer Capitalized terms used in this Annex A but not defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger Company, designated as its 6.77% Notes Due 2036 (the “Agreement”) of which this Annex A is a part"Notes"). Notwithstanding any other term of The Notes are limited to $300,000,000 aggregate principal amount and the Offer Securities, including the Notes, are all issued or the Agreement to be issued under and pursuant to the contraryIndenture dated as of February 1, Merger Sub shall not be required 1991 (herein called the "Indenture"), duly executed and delivered by the Company to accept for payment orCitibank, subject to any applicable rules and regulations of N.A., as Trustee (herein called the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer"Trustee"), to pay which Indenture and all Board Resolutions (as defined in the Indenture) as provided therein, reference is hereby made for any Shares tendered pursuant a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and holders of the Notes. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing with respect to the OfferNotes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that the holders of the majority in aggregate principal amount of the Notes at the time outstanding may delay on behalf of the acceptance for holders of all of the Notes waive any past default under the Indenture and its consequences, except a default in the payment of or, subject to the principal of or interest on any applicable rules and regulations of the SECNotes, in the payment formanner and to the extent provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with consent of the holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any tendered Shares, and (subject provisions to or changing in any manner or eliminating any of the provisions of the Agreement) may terminate Indenture or of any supplemental indenture with respect to the Offer and not accept for payment Notes, or modifying in any tendered Shares: manner the rights of the holders of the Notes; provided, however, that no supplemental indenture shall (i) if extend the Agreement has been terminated maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof or interest thereon payable in accordance with Article 8 any coin or currency other than as provided in the Notes, without the consent of the Agreement; holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. The Notes do not have a sinking fund. The Notes will be redeemable as a whole or in part, at the option of the Company at any scheduled Expiration Date time, at a Redemption Price equal to the greater of (as it may have been extended pursuant to Section 1.1(ci) 100% of their principal amount or (ii) the sum of the Agreement), if (x) the conditions in clauses (a) and (d) below have not been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or (y) any present values of the additional conditions set forth below shall not be satisfied or waived remaining scheduled payments of principal and interest thereon discounted to the date of redemption (the "Redemption Date") on a semiannual basis (assuming a 360- day-year consisting of twelve 30-day months) at the Treasury Yield, plus in writing by Parent:each case accrued interest to the Redemption Date.

XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxx Name: Xxxxxx ---------------------- Xxxxx X. Xxxxx Title: Xxxxxx ---------------------- Vice President and CEO Agreement and Plan of Merger Signature Page MERGER SUB: PROCAR ACQUISITION CORPORATION Treasurer By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxxxxxx ---------------------- Xxxxxx X. Xxxxxxx Title: President Agreement and Plan of Merger Signature Page IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as Xxxxxxxxxx Secretary This is one of the date first written aboveNotes of the series designated herein issued under the Indenture described herein. COMPANY: COLUCID PHARMACEUTICALSCITIBANK, INC. N.A., as Trustee By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Xxxxxxxx ------------------------ Authorized Officer Agreement and Plan FORM OF REVERSE OF NOTE This Note is one of Merger Signature Page Annex A Conditions a duly authorized issue of a series of debt securities (the "Securities") of the Offer Capitalized terms used in this Annex A but not defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger Company, designated as its 6.77% Notes Due 2036 (the “Agreement”) of which this Annex A is a part"Notes"). Notwithstanding any other term of The Notes are limited to $300,000,000 aggregate principal amount and the Offer Securities, including the Notes, are all issued or the Agreement to be issued under and pursuant to the contraryIndenture dated as of February 1, Merger Sub shall not be required 1991 (herein called the "Indenture"), duly executed and delivered by the Company to accept for payment orCitibank, subject to any applicable rules and regulations of N.A., as Trustee (herein called the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer"Trustee"), to pay which Indenture and all Board Resolutions (as defined in the Indenture) as provided therein, reference is hereby made for any Shares tendered pursuant a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and holders of the Notes. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing with respect to the OfferNotes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that the holders of the majority in aggregate principal amount of the Notes at the time outstanding may delay on behalf of the acceptance for holders of all of the Notes waive any past default under the Indenture and its consequences, except a default in the payment of or, subject to the principal of or interest on any applicable rules and regulations of the SECNotes, in the payment formanner and to the extent provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with consent of the holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any tendered Shares, and (subject provisions to or changing in any manner or eliminating any of the provisions of the Agreement) may terminate Indenture or of any supplemental indenture with respect to the Offer and not accept for payment Notes, or modifying in any tendered Shares: manner the rights of the holders of the Notes; provided, however, that no supplemental indenture shall (i) if extend the Agreement has been terminated maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof or interest thereon payable in accordance with Article 8 any coin or currency other than as provided in the Notes, without the consent of the Agreement; holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. The Notes do not have a sinking fund. The Notes will be redeemable as a whole or in part, at the option of the Company at any scheduled Expiration Date time, at a Redemption Price equal to the greater of (as it may have been extended pursuant to Section 1.1(ci) 100% of their principal amount or (ii) the sum of the Agreement), if (x) the conditions in clauses (a) and (d) below have not been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or (y) any present values of the additional conditions set forth below shall not be satisfied or waived remaining scheduled payments of principal and interest thereon discounted to the date of redemption (the "Redemption Date") on a semiannual basis (assuming a 360- day-year consisting of twelve 30-day months) at the Treasury Yield, plus in writing by Parent:each case accrued interest to the Redemption Date.

XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxx ------------------------------------- Name: Xxxxx X. Xxxxx Title: President and CEO Agreement and Plan of Merger Signature Page MERGER SUBAttest: PROCAR ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxxx ---------------------------- Name: Xxxxxx X. Xxxxxxx Title: President Exhibit B Form of Right Certificate Certificate No. R- _________ Rights NOT EXERCISABLE AFTER JULY 28, 2008 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.005 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Rights Certificate XXX LILLY AND COMPANY This certifies that __________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of July 20, 1998 (the "Rights Agreement"), between Xxx Xxxxx and Company, an Indiana corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., New York time, on July 28, 2008 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series B Junior Participating Preferred Stock of the Company, without par value (the "Preferred Shares"), at a purchase price of $325 per one one-thousandth of a Preferred Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 20, 1998, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and Plan immunities hereunder of Merger Signature Page IN WITNESS WHEREOFthe Rights Agent, the Company has caused this Agreement to be executed as and the holders of the date first written aboveRight Certificates. COMPANY: COLUCID PHARMACEUTICALS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Agreement and Plan of Merger Signature Page Annex A Conditions Copies of the Offer Capitalized terms used in this Annex A but not defined herein have Rights Agreement are on file at the meanings assigned to such terms in the Agreement and Plan of Merger (the “Agreement”) of which this Annex A is a part. Notwithstanding any other term principal executive offices of the Offer Company. This Right Certificate, with or without other Right Certificates, upon surrender at the Agreement to the contrary, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations principal office of the SECRights Agent, including Rule 14e-l(c) under may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the Exchange Act (relating holder to Merger Sub’s obligation purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SECpurchase. If this Right Certificate shall be exercised in part, the payment for, any tendered Shares, and (subject holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement) may terminate , the Offer and not accept for payment any tendered Shares: Rights evidenced by this Right Certificate (i) if may be redeemed by the Agreement has been terminated in accordance with Article 8 Company at a redemption price of the Agreement; $.005 per Right or (ii) may be exchanged, in whole or in part, for Preferred Shares or shares of the Company's Common Stock, without par value. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in, lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any scheduled Expiration Date (time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as it may have been extended pursuant to Section 1.1(c) such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), if (x) or to receive dividends or subscription rights, or otherwise, until the conditions Right or Rights evidenced by this Right Certificate shall have been exercised as provided in clauses (a) and (d) below have not been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or (y) any of the additional conditions set forth below Rights Agreement. This Right Certificate shall not be satisfied valid or waived in writing obligatory for any purpose until it shall have been countersigned by Parent:the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ __, 1998.

XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxx ------------------------------------- Name: Xxxxx X. Xxxxx Title: President and CEO Agreement and Plan of Merger Signature Page MERGER SUBCOUNTERSIGNED: PROCAR ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxx Title: President Agreement [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________________________ hereby sells, assigns and Plan transfers unto________________________________________ 0_______________________________________________________________________________ (Please print name and address of Merger transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________ Signature Page IN WITNESS WHEREOF_________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Company has caused Rights evidenced by this Agreement Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated:____________________________ Signature _________________________ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed as of if holder desires to exercise Rights represented by the date first written above. COMPANY: COLUCID PHARMACEUTICALS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Agreement and Plan of Merger Signature Page Annex A Conditions of the Offer Capitalized terms used in this Annex A but not defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger (the “Agreement”) of which this Annex A is a part. Notwithstanding any other term of the Offer or the Agreement to the contrary, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the OfferRight Certificate.), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Agreement) may terminate the Offer and not accept for payment any tendered Shares: (i) if the Agreement has been terminated in accordance with Article 8 of the Agreement; or (ii) at any scheduled Expiration Date (as it may have been extended pursuant to Section 1.1(c) of the Agreement), if (x) the conditions in clauses (a) and (d) below have not been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or (y) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent: