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FOUNDATION SUPPORT AGREEMENT
Stichting Continu teit Merus
FOUNDATION SUPPORT AGREEMENT
THIS AGREEMENT IS MADE ON SEPTEMBER 29, 2025 BETWEEN
In this Agreement the following definitions shall apply:
| Agreement | This Foundation Support Agreement. | |
| Article | An article of this Agreement. | |
| Back-End Transactions | The "Back-End Transactions" as defined in the Transaction Agreement. | |
| Call Option | The Foundation's right to subscribe for Preferred Shares on the terms and subject to the conditions set forth in the Call Option Agreement. | |
| Call Option Agreement | The call option agreement originally entered into by the Foundation and the Company on or about May 24, 2016, as amended from time to time. | |
| Closing | The "Closing" as defined in the Transaction Agreement. | |
| Company Board | The Company's board of directors. | |
| Offer | The intended tender offer by Purchaser to purchase the issued and outstanding Ordinary Shares (other than any Ordinary Shares owned by Parent, Purchaser or the Company, or by any of their respective subsidiaries as of commencement of the Offer) in exchange for the Offer Consideration, without interest and net of any applicable withholding tax on the terms and subject to the conditions set forth in the Transaction Agreement. | |
| Offer Consideration | $97.00 per Ordinary Share, in cash. |
| Ordinary Shares | Ordinary shares in the Company's capital, nominal value 0.09 per share. | |
| Parent | Genmab A/S, a public limited liability company. | |
| Parties | The Company and the Foundation. | |
| Preferred Shares | Preferred shares in the Company's capital, nominal value 0.09 per share. | |
| Purchaser | Genmab Holding II B.V., a wholly owned subsidiary of Parent incorporated under Dutch law. | |
| Shareholder Resolution | Any resolution of the Company's general meeting. | |
| Transaction Agreement | The Transaction Agreement to be entered into by Parent, Purchaser and the Company on or about the date of this Agreement in connection with the Offer and the Transactions . | |
| Transactions | The Offer and the other transactions contemplated by the Transaction Agreement. |
Articles 2.1, 2.2, 3.3, 3.4, 3.6, 3.7, 3.8, and 4 are irrevocable third-party stipulations for no consideration (onherroepelijk derdenbeding
om niet) for the benefit of each of Parent and Purchaser.
The Parties agree and acknowledge that this Agreement, and in particular Article 2.1, is intended to have, and shall have, corporate law effect
(vennootschapsrechtelijke werking).
No amendment to this Agreement shall have any force or effect unless it is in writing and signed by both Parties and approved in writing by the
To the extent permitted by law, the Parties hereby waive their rights to, in whole or in part, rescind, nullify (including any gehele dan
wel parti le ontbinding en vernietiging), or to invoke section 6:228 and 6:230 of the Dutch Civil Code in the sense that an error (dwaling) will remain for the risk and account of the Party in error as referred to in section 6:228,
subsection 2 of the Dutch Civil Code, or to demand the rescission, nullification or amendment of this Agreement, in whole or in part, in each case on any grounds whatsoever.
No Party may transfer, assign or encumber its contractual relationship, any of its rights or any of its obligations under this Agreement.
This Agreement shall commence on the date hereof and shall remain in full force and effect for an indefinite period, unless and until such time
as the Transaction Agreement is terminated in accordance with its terms prior to the Closing. If the Closing has occurred, this Agreement shall continue in full force and effect.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall
constitute one and the same instrument.
Signature page to the Foundation Support Agreement
| /s/ Sven (Bill) Ante Lundberg | ||
| Merus N.V. | ||
| Name | : Sven (Bill) Ante Lundberg, M.D. | |
| Title | : President and Chief Executive Officer | |
| /s/ G. Reijnen | ||
| Stichting Continu teit Merus | ||
| Name | : G. Reijnen | |
| Title | : Director | |
| /s/ R. van Leen | ||
| Stichting Continu teit Merus | ||
| Name | : R. van Leen | |
| Title | : Director |