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Form of Support Agreement This SUPPORT AGREEMENT (this " Agreement ") is made as of

Key Takeaway: Seres Therapeutics, Inc. has entered into a Support Agreement related to an Asset Purchase Agreement with Nestlé S.A. This Agreement involves the stockholder's commitment to vote in favor of the asset sale and associated transactions. The stockholder is also restricted from engaging in actions that could undermine this agreement, reinforcing a strong position toward shareholder approval of the transaction.

Market Sentiment Analysis

POSITIVE FACTORS

  • The support agreement indicates commitment to a strategic asset sale.
  • Stockholder's involvement may enhance shareholder confidence.
  • The agreement outlines clear voting intentions for the asset sale.

Full Press Release Details

Form of Support Agreement
This SUPPORT AGREEMENT (this "Agreement") is made as of August 5, 2024, by and among Seres Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (the "Company"), Soci t des Produits
Nestl S.A., a soci t anonyme organized under the laws of Switzerland ("Purchaser"), and the Person set forth on Schedule A hereto ("Stockholder").
WHEREAS, as of the date
hereof, Stockholder is a Beneficial Owner (defined below) of, and has sole or shared voting power with respect to, the number of shares of capital stock ("Company Shares") of the Company, set forth opposite Stockholder's name on Schedule A (all
Company Shares owned by Stockholder, or hereafter issued to or otherwise acquired, whether beneficially or of record, or with respect to which Stockholder otherwise acquires sole or shared voting power (including by proxy), whether by the exercise of
the Company's options or otherwise including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Company Shares, and including the Company Shares set forth on Schedule A, being
referred to herein as the "Subject Shares");
WHEREAS, concurrently with
the execution and delivery of this Agreement, the Company and Purchaser have entered into an Asset Purchase Agreement, dated as of the date hereof (as the same may be amended from time to time in accordance with the terms thereof, the "Asset
Purchase Agreement"), which provides, among other things, for the purchase of certain assets of the Company by Purchaser (the "Asset Sale"), upon the terms and subject to the conditions set forth in the Asset Purchase Agreement
(capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement); and
WHEREAS, as a condition to
its willingness to enter into the Asset Purchase Agreement, Purchaser has required that Stockholder, and as an inducement and in consideration therefor, Stockholder (in Stockholder's capacity as a holder of the Subject Shares) has agreed to, enter
into this Agreement.
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
SUPPORT AGREEMENT; GRANT OF PROXY
Stockholder hereby covenants and
Subject Shares; Asset Sale Approval. From and after the date hereof until this Agreement is terminated pursuant to Section 4.2, at every meeting of the stockholders of the Company (including the Stockholders Meeting), however
called, and at every adjournment or postponement thereof (or pursuant to a written consent if the stockholders of the Company act by written consent in lieu of a meeting), Stockholder shall, or shall cause the holder of record on any applicable
record date to, be present (in person or by proxy) or to otherwise cause the Subject Shares to be counted as present thereat for purposes of calculating a quorum and to vote the Subject Shares (i) in favor of adopting and approving the Asset Purchase
Agreement and approving the Asset Sale, and any other transactions contemplated by the Asset Purchase Agreement and any and all other agreements entered into in connection with the Asset Sale (the Asset Sale and all other transactions contemplated by
this clause (i), collectively, the "Contemplated Transactions"), (ii) against any proposal made in opposition to, or in competition with, or would otherwise be reasonably be expected to impede, interfere with, delay, postpone, discourage or
adversely affect the Contemplated Transactions, (iii) against any Acquisition Proposal and (iv) in favor of approving any proposal to adjourn or postpone the Stockholder Meeting to a later date, if there are not sufficient votes for the adoption of
the Asset Purchase Agreement on the date on which such meeting is held. Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. Other than as set forth in this Section 1.1(a), Stockholder shall retain
the right to vote the Subject Shares on any other matters that are presented for consideration to the stockholders of the Company in Stockholder's sole discretion and without any limitations.
Arrangements. Except as provided hereunder or under the Asset Purchase Agreement, from and after the date hereof until this Agreement is terminated pursuant to Section 4.2, Stockholder shall not, directly or indirectly, (a) create
any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign (directly or indirectly), pledge, exchange, gift, grant, place in trust or otherwise dispose of (including, without
limitation, by the creation of an Encumbrance pursuant to clause (a) hereto), or offer to do any of the foregoing (collectively, "Transfer"), or enter into any Contract, option, commitment or other arrangement or understanding with respect to
the direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Subject Share, (c) grant or permit
the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or similar arrangement with
respect to the Subject Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), or (e) take any action that would reasonably be expected to make any representation or warranty of Stockholder contained herein
untrue or incorrect or have the effect of restricting Stockholder's legal power, authority and right to vote all of the Subject Shares or would otherwise have the effect of preventing or disabling Stockholder from performing Stockholder's obligations
hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may make Transfers of the Subject Shares (A) by will, operation of law, or for estate
planning or charitable purposes, (B) to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners
(general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company
or other business entity that controls, is controlled by or is under common control with the Stockholder or (C) if the Stockholder is a trust, to any beneficiary of the Stockholder or the estate of any such beneficiary, and (ii) with respect to the
Stockholder's options for Company Shares ("Company Options") which would otherwise expire prior to the Effective Time, the Stockholder may make Transfers of Subject Shares to the Company as payment for the exercise price thereof and any tax
withholding obligations, provided that, the Subject Shares (taking in account any net exercise or shares withheld to settle tax obligations) shall continue to be subject to the restrictions on transfer set forth in this Agreement; provided that, with
respect to clause (i), the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides the Company with a copy of such agreement promptly prior to the consummation of
and Information. Stockholder shall permit and hereby authorizes the Company and Purchaser to publish and disclose in any or all documents and schedules filed with the SEC, and any press release or other disclosure document that the
Company or Purchaser reasonably determines to be necessary in connection with the Contemplated Transactions, Stockholder's identity and ownership of the Subject Shares and the nature of Stockholder's commitments and obligations under this Agreement,
in each case, in a manner consistent with the terms of this Agreement and the Asset Purchase Agreement.
Proxy. Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to the Subject Shares and the Contemplated Transactions. In the event and solely to the extent that
Stockholder fails to execute and deliver a proxy card or voting instructions to vote the Subject Shares in accordance with Section 1.1(a), Stockholder shall be deemed to have irrevocably appointed the Purchaser and any designee of the
Purchaser as attorney-in-fact and proxy for and on behalf of Stockholder, for and in the name, place and stead of Stockholder, to: (a) attend any and all meetings of the stockholders of the Company (including the Stockholders Meeting) with respect to
any of the matters specified in Section 1.1(a), (b) vote, express consent or dissent or issue instructions to the record holder to vote the Subject Shares in accordance with the provisions of Section 1.1(a) at any and all meetings of
the stockholders of the Company (including the Stockholders Meeting) or in connection with any action sought to be taken by written consent of stockholders of the Company without a meeting, and (c) grant or withhold, or issue instructions to the
record holder to grant or withhold, consistent with the provisions of Section 1.1(a), all written consents with respect to the Subject Shares at any and all meetings of the stockholders of the Company (including the Stockholders Meeting) or in
connection with any action sought to be taken by written consent of stockholders of the Company without a meeting. Purchaser agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this
Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable until the termination of this Agreement and shall not be terminated by operation of law or upon the occurrence of any other event other than the
termination of this Agreement pursuant to Section 4.2. Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with
the President (or equivalent) of the Company. Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Purchaser and the Company to enter into
the Asset Purchase Agreement and that such proxy is given to secure the obligations of Stockholder under Section 1.1(a). With respect to any Subject Shares that are owned beneficially by a Stockholder but are not held of record by Stockholder
(other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all
other actions provided for in this Section 1.4 with respect to such Subject Shares.
Interest. Nothing contained in this Agreement will be deemed to vest in Purchaser (in its role as Purchaser in respect of the Contemplated Transactions) any direct or indirect ownership or incidents of ownership of or with respect to the
Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares will remain and belong to Stockholder, and the Purchaser (in its role as Purchaser in respect of the Contemplated Transactions) will have no authority
to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Seller or exercise any power or authority to direct Stockholder in the voting of any of the Subject Shares, except as otherwise
expressly provided herein with respect to the Subject Shares.
Stockholder. In connection with the Contemplated Transactions, Stockholder hereby expressly agrees that:
(a) Stockholder will not
bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Entity, which (i) challenges the validity of or seeks to
enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by Stockholder, or the approval of the Asset Purchase Agreement, the Asset Sale or the other Contemplated Transactions by the
Board, breaches any fiduciary duty of the Board or any member thereof; provided that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to Stockholder's
capacity as a director, officer or securityholder of the Company;
(b) Stockholder shall not
take any action that would reasonably be expected to have the effect of impairing the ability of Stockholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the Contemplated Transactions;
provisions of Section 4.13 hereof, Stockholder shall not, from and after the date hereof until this Agreement is terminated pursuant to Section 4.2, directly or indirectly, take any action that the Company is prohibited from taking
pursuant to Section 6.17(a) and Section 6.17(b) of the Asset Purchase Agreement, and in the event Stockholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Stockholder shall promptly inform
the Company as to any such matter and the details thereof, subject to any confidentiality obligations to which Stockholder is bound as of the date hereof; and
(d) any shares of capital
stock or other securities of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership on or after the date of the Asset Purchase Agreement and prior to the Closing, including by reason of
exercise of warrants or stock split, stock dividend, reverse stock split, reclassification, recapitalization, or other similar transaction, shall be subject to the terms and conditions of this Agreement to the same extent as if such securities were
included on Schedule A and shall constitute Subject Shares for all purposes of this Agreement.
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and
warrants to each of the Purchaser and the Company that:
Authorization; Binding Agreement. To the extent Stockholder is an entity, Stockholder is duly incorporated or organized, as applicable, validly existing and in good standing under the laws of its jurisdiction of incorporation or
organization. Stockholder has full legal capacity and all necessary power, right and authority to execute and deliver this Agreement and to perform Stockholder's obligations hereunder and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement, performance by Stockholder's obligations hereunder and the consummation of the transactions contemplated hereby by Stockholder have been duly authorized by all necessary action on the part of Stockholder and
no other proceeding on the part of Stockholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder, and constitutes a legal,
valid and binding obligation of Stockholder enforceable against Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating
to the enforcement of creditors rights generally, and subject to equitable principles of general applicability, whether considered in a proceeding at Law or in equity. If Stockholder is an individual, Stockholder has the legal capacity to execute and
deliver this Agreement, to perform Stockholder's obligations hereunder and to consummate the transactions contemplated hereby.
Subject Shares; Total Shares. Stockholder is the record or Beneficial Owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote
or otherwise Transfer the Subject Shares), and has sole or shared, and otherwise unrestricted, voting power with respect to such Subject Shares and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting of the Subject Shares, except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer under the Securities Act of 1933, as amended, (c) subject to any risk of forfeiture with respect
to any Company Shares granted to the Stockholder under an agreement with or employee benefit plan of the Company, (d) with respect to Subject Shares underlying Company Options, as provided pursuant to the terms of the Company Option and any stock
option plan under which such Company Option was granted and (e) as provided in the Organizational Documents. The Subject Shares listed on Schedule A opposite Stockholder's name constitute all of the equity securities of the Company
Beneficially Owned by Stockholder as of the date hereof. Except pursuant to the Company's Organizational Documents and the right of the Company to purchase or acquire any Company Shares pursuant to a benefit plan of the Company, no Person has any
contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement, "Beneficial Ownership" and derivations of such term shall be interpreted as defined in Rule 13d-3 under the
Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such Person pursuant to any Contract or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the
satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).
Stockholder has full voting power with respect to the Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth herein, in each
case, with respect to all of the Subject Shares. None of the Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Subject Shares.
Stockholder has had the opportunity to review the Asset Purchase Agreement and this Agreement with counsel of Stockholder's own choosing. Stockholder has had an opportunity to review with its own tax advisors the tax consequences of the Asset Sale
and the other transactions contemplated by the Asset Purchase Agreement. Stockholder understands that it must rely solely on its advisors and not on any statements or representations made by any other Person. Stockholder understands that Stockholder

Frequently Asked Questions

What is the purpose of the Support Agreement?

The Support Agreement secures Stockholder's commitment to vote in favor of the Asset Purchase Agreement and related transactions.

Who are the parties involved in the Support Agreement?

The Agreement involves Seres Therapeutics, Purchaser (Sociétés Produits Nestlé S.A.), and the Stockholder.

What are Subject Shares in the Agreement?

Subject Shares refer to the Company Shares owned or controlled by the Stockholder as detailed in Schedule A.

Are there restrictions on transferring Subject Shares?

Yes, the Stockholder cannot transfer Subject Shares except under specific circumstances detailed in the Agreement.

How does the Agreement affect proxies for Subject Shares?

The Stockholder revokes any previous proxies regarding Subject Shares and may appoint the Purchaser as their proxy for voting.

Last updated: Aug 5, 2024