Common use of Change of Recommendation Clause in Contracts

Change of Recommendation. The Merger Agreement provides that during the Pre-Closing Period, neither the CoLucid Board nor any committee thereof shall (i)(A) fail to make, withhold, withdraw (or modify in a manner adverse to Lilly), or publicly propose to withdraw (or modify in a manner adverse to Lilly) the CoLucid Board’s recommendation to CoLucid stockholders to accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”); (ii) fail to publicly reaffirm the Company Board Recommendation within ten business days after ▇▇▇▇▇ so requests in writing; or (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow CoLucid to execute or enter into any contract with respect to, any Takeover Proposal (other than an Acceptable Confidentiality Agreement). The Merger Agreement provides that, notwithstanding anything to the contrary contained in the Merger Agreement, at any time prior to the Acceptance Time, if: (i) CoLucid has received a bona fide written Takeover Proposal (which Takeover Proposal did not result from or arise out of or in connection with a breach of Section 6.6 of the Merger Agreement) from any person that has not been withdrawn and, after consultation with outside legal counsel and the CoLucid Board’s financial advisor, the CoLucid Board and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (y) in the case of a Superior Proposal, CoLucid may terminate the Merger Agreement in accordance with Section 8.1(d) of the Merger Agreement in order to enter into a Specified Agreement (defined below) with respect to such Superior Proposal, in the case of each of clauses (i) and (ii), if and only if: (A) the CoLucid Board and the CoLucid Special Committee have determined in good faith, after consultation with outside legal counsel and the CoLucid Board’s financial advisor, that the failure to do so would be inconsistent with the CoLucid Board’s and the CoLucid Special Committee’s fiduciary duties to CoLucid’s stockholders Table of Contents

Change of Recommendation. The Merger Agreement provides that during Neither the Pre-Closing Period, neither Board of Directors of the CoLucid Board Company nor any committee thereof shall shall, directly or indirectly, (i)(Ai) fail to make, withhold, (A) withdraw (or qualify, amend or modify in a manner adverse to Lilly), Parent) or publicly propose to withdraw (or qualify, amend or modify in a manner adverse to LillyParent), the approval, recommendation or declaration of advisability by such Board of Directors or such committee thereof of this Agreement, or the Merger or the other transactions contemplated by this Agreement, (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Alternative Company Transaction Proposal, (C) make any public recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication of the CoLucid Board’s recommendation type contemplated by Rule 14d-9(f) under the Exchange Act, or fail to CoLucid stockholders to accept recommend against acceptance of such tender or exchange offer by the Offer and close of business on the 10th business day after the commencement of such tender their Shares offer or exchange offer pursuant to Rule 14d-2 under the Offer Exchange Act (it being understood and agreed that the “Company’s Board of Directors and the Special Committee may take no position with respect to an Alternative Company Board Recommendation”Transaction Proposal that is a tender offer or exchange offer during the period referred to in this clause) or (BD) approveother than with respect to a tender offer or exchange offer, recommend fail to publicly reaffirm its approval or declare advisablerecommendation of this Agreement within five (5) Business Days after Parent so requests in writing if an Alternative Company Transaction Proposal or any material modification thereto shall have been made publicly or sent or given to the Company Stockholders (or any Person or Group of Persons shall have publicly announced an intention, whether or publicly propose not conditional, to approve, recommend or declare advisable, any Takeover Proposal make an Alternative Company Transaction Proposal) (any action described in this clause (i‎(i) being referred to as a “Company Adverse Change RecommendationRecommendation Change”); ) or (ii) fail to publicly reaffirm the Company Board Recommendation within ten business days after ▇▇▇▇▇ so requests in writing; except as expressly provided herein, approve or (iii) approve, recommend or declare advisablerecommend, or publicly propose to approve, recommend approve or declare advisablerecommend, or allow CoLucid the Company or any of its Affiliates to execute or enter into any contract with respect tointo, any Takeover letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (a “Company Acquisition Agreement”) (A) constituting, or providing for, any Alternative Company Transaction Proposal or (B) requiring it (or that would require it) to abandon, terminate or fail to consummate the Merger or any other than an Acceptable Confidentiality transaction contemplated by this Agreement). The Merger Agreement provides that, notwithstanding Notwithstanding anything to the contrary contained set forth in the Merger this ‎Section 5.2 or in any other provision of this Agreement, at any time prior to obtaining the Acceptance TimeCompany Stockholder Approval, if: (i) CoLucid has received a bona fide written Takeover Proposal (which Takeover Proposal did not result from or arise out the Board of or in connection with a breach of Section 6.6 Directors of the Merger AgreementCompany may, subject to compliance with ‎Section 5.2(e), solely in response to either (x) from any person that has not been withdrawn anda Company Intervening Event or (y) a Superior Company Proposal, make a Company Adverse Recommendation Change or, solely in response to an Alternative Company Transaction Proposal, terminate this Agreement pursuant to Section 7.1(c)(i) in order to enter concurrently into a definitive agreement with respect to a Superior Company Proposal, if in either case the Board of Directors of the Company determines in good faith after consultation with the Special Committee and its outside legal counsel and the CoLucid Board’s financial advisor, the CoLucid Board and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (y) in the case of a Superior Proposal, CoLucid may terminate the Merger Agreement in accordance with Section 8.1(d) of the Merger Agreement in order to enter into a Specified Agreement (defined below) with respect to such Superior Proposal, in the case of each of clauses (i) and (ii), if and only if: (A) the CoLucid Board and the CoLucid Special Committee have determined in good faith, after consultation with outside legal counsel and the CoLucid Board’s financial advisor, that the failure to do so take such action would be likely to be inconsistent with the CoLucid Board’s and the CoLucid Special Committee’s its fiduciary duties to CoLucid’s stockholders Table of Contentsunder applicable Law.

Change of Recommendation. The Merger Agreement provides that during Neither the Pre-Closing Period, neither the CoLucid Company Board nor any committee thereof shall (i)(Ai) fail to make(A) change, qualify, withdraw, withhold, withdraw or modify (or modify propose publicly to change, qualify, withdraw, withhold, or modify) in a manner adverse to Lilly)Parent or Merger Sub the approval of this Agreement, the Merger and the other Transactions, or publicly propose to withdraw (or modify in a manner adverse to Lilly) the CoLucid Board’s recommendation to CoLucid stockholders to accept by the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) or that the stockholders of the Company adopt this Agreement, (B) approveadopt, approve or recommend (or declare advisablepropose publicly to adopt, approve or recommend) any alternative Company Takeover Proposal or agree to take any such action, or publicly propose (C) fail to approve, recommend or declare advisable, against any alternative Company Takeover Proposal that is subject to Regulation 14D under the Exchange Act (which failure to recommend shall be made by means of a Solicitation/Recommendation Statement on Schedule 14D-9, if applicable, within ten (10) Business Days after the commencement (determined using Rule 14d-1(g)(3) under the Exchange Act) of such alternative Company Takeover Proposal) (any action described in this clause (i) being referred to herein as a an “Company Adverse Change RecommendationRecommendation Change”); ) or (ii) fail to publicly reaffirm the Company Board Recommendation within ten business days after ▇▇▇▇▇ so requests in writing; or (iii) approve, recommend or declare advisable, or propose to approve, recommend or otherwise declare advisable, or allow CoLucid the Company or any Company Subsidiary to execute or enter into any contract with respect letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar agreement relating to, any an alternative Company Takeover Proposal (other than an Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”), or resolve or agree to take any such action. The Merger Notwithstanding anything in this Agreement provides that, notwithstanding anything to the contrary contained in contrary, but subject to Section 4.7(e), the Merger Agreement, Company Board may at any time prior to the Acceptance Time, if: Effective Time (i1) CoLucid has received a bona fide written effect an Adverse Recommendation Change in response to an alternative Company Takeover Proposal (which Takeover Proposal did not result from or arise out of or and concurrently cause the Company to terminate this Agreement pursuant to Section 6.1(d)(ii), if the Company Board concludes in connection with a breach of Section 6.6 of the Merger Agreement) from any person that has not been withdrawn andgood faith, after consultation with outside legal counsel and the CoLucid BoardCompany’s financial advisor, the CoLucid Board that such Company Takeover Proposal constitutes a Superior Company Proposal and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Company Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (y) in the case of a Superior Proposal, CoLucid may terminate the Merger Agreement in accordance with Section 8.1(d) of the Merger Agreement in order to enter into a Specified Agreement (defined below) with respect to such Superior Proposal, in the case of each of clauses (i) and (ii), if and only if: (A) the CoLucid Board and the CoLucid Special Committee have determined concludes in good faith, after consultation with outside legal counsel and the CoLucid Board’s financial advisorcounsel, that the failure to do so take such action would reasonably be inconsistent with the CoLucid Board’s and the CoLucid Special Committee’s expected to constitute a breach of its fiduciary duties under Applicable Law, or (2) effect an Adverse Recommendation Change following or in response to CoLucid’s stockholders Table any material event, fact or circumstance, or a material development or change in any facts or circumstances (including any acceleration or deceleration of Contentsexisting changes to the extent of the acceleration or deceleration), the existence, magnitude or consequences of which were not known and were not reasonably foreseeable by the Company Board at or prior to the date hereof (and not relating to any Company Takeover Proposal, which shall be governed by the foregoing clause (1)) (such material event, fact, circumstance, development or change, an “Intervening Event”) if the Company Board concludes in good faith, after consultation with outside counsel, and taking into account all such factors as the Company Board may deem appropriate, that the failure to effect such Adverse Recommendation Change and/or termination would reasonably be expected to constitute a breach of its fiduciary duties under Applicable Law.

Change of Recommendation. The Merger Agreement provides that during Neither the Pre-Closing Period, neither Board of Directors of the CoLucid Board Company nor any committee thereof shall shall, directly or indirectly, (i)(Ai) fail to make, withhold, (A) withdraw (or qualify, amend or modify in a manner adverse to Lilly), Parent) or publicly propose to withdraw (or qualify, amend or modify in a manner adverse to LillyParent), the approval, recommendation or declaration of advisability by such Board of Directors or such committee thereof of this Agreement, or the Merger or the other transactions contemplated by this Agreement, (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Alternative Company Transaction Proposal, (C) make any public recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication of the CoLucid Board’s recommendation type contemplated by Rule 14d-9(f) under the Exchange Act, or fail to CoLucid stockholders to accept recommend against acceptance of such tender or exchange offer by the Offer and close of business on the 10th business day after the commencement of such tender their Shares offer or exchange offer pursuant to Rule 14d-2 under the Offer Exchange Act (it being understood and agreed that the “Company’s Board of Directors and the Special Committee may take no position with respect to an Alternative Company Board Recommendation”Transaction Proposal that is a tender offer or exchange offer during the period referred to in this clause) or (BD) approveother than with respect to a tender offer or exchange offer, recommend fail to publicly reaffirm its approval or declare advisablerecommendation of this Agreement within five (5) Business Days after Parent so requests in writing if an Alternative Company Transaction Proposal or any material modification thereto shall have been made publicly or sent or given to the Company Stockholders (or any Person or Group of Persons shall have publicly announced an intention, whether or publicly propose not conditional, to approve, recommend or declare advisable, any Takeover Proposal make an Alternative Company Transaction Proposal) (any action described in this clause (i) being referred to as a “Company Adverse Change RecommendationRecommendation Change”); ) or (ii) fail to publicly reaffirm the Company Board Recommendation within ten business days after ▇▇▇▇▇ so requests in writing; except as expressly provided herein, approve or (iii) approve, recommend or declare advisablerecommend, or publicly propose to approve, recommend approve or declare advisablerecommend, or allow CoLucid the Company or any of its Affiliates to execute or enter into any contract with respect tointo, any Takeover letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (a “Company Acquisition Agreement”) (A) constituting, or providing for, any Alternative Company Transaction Proposal or (B) requiring it (or that would require it) to abandon, terminate or fail to consummate the Merger or any other than an Acceptable Confidentiality transaction contemplated by this Agreement). The Merger Agreement provides that, notwithstanding Notwithstanding anything to the contrary contained set forth in the Merger this Section 5.2 or in any other provision of this Agreement, at any time prior to obtaining the Acceptance TimeCompany Stockholder Approval, if: (i) CoLucid has received a bona fide written Takeover Proposal (which Takeover Proposal did not result from or arise out the Board of or in connection with a breach of Section 6.6 Directors of the Merger AgreementCompany may, subject to compliance with Section 5.2(e), solely in response to either (x) from any person that has not been withdrawn anda Company Intervening Event or (y) a Superior Company Proposal, make a Company Adverse Recommendation Change or, solely in response to an Alternative Company Transaction Proposal, terminate this Agreement pursuant to Section 7.1(c)(i) in order to enter concurrently into a definitive agreement with respect to a Superior Company Proposal, if in either case the Board of Directors of the Company determines in good faith after consultation with the Special Committee and its outside legal counsel and the CoLucid Board’s financial advisor, the CoLucid Board and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (y) in the case of a Superior Proposal, CoLucid may terminate the Merger Agreement in accordance with Section 8.1(d) of the Merger Agreement in order to enter into a Specified Agreement (defined below) with respect to such Superior Proposal, in the case of each of clauses (i) and (ii), if and only if: (A) the CoLucid Board and the CoLucid Special Committee have determined in good faith, after consultation with outside legal counsel and the CoLucid Board’s financial advisor, that the failure to do so take such action would be likely to be inconsistent with the CoLucid Board’s and the CoLucid Special Committee’s its fiduciary duties to CoLucid’s stockholders Table of Contentsunder applicable Law.

Change of Recommendation. The Merger Agreement provides that during the Pre-Closing Periodthat, except as provided below, neither the CoLucid Company Board nor any committee thereof shall will (i)(Ai) fail to make, withdraw, amend or modify, or publicly propose to withhold, withdraw (withdraw, amend or modify modify, in a manner adverse to Lilly)Parent or Purchaser, or publicly propose to withdraw (or modify in a manner adverse to Lilly) the CoLucid Board’s recommendation to CoLucid stockholders to accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) or , (Bii) approve, recommend endorse, adopt or declare advisablerecommend, or publicly propose to approve, recommend endorse, adopt or declare advisablerecommend, any Takeover Acquisition Proposal or Superior Proposal, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”); (iiiii) fail to publicly reaffirm recommend against acceptance of any tender offer or exchange offer (other than the Offer or any other tender offer or exchange offer by Parent or Purchaser) for the Shares within ten (10) business days after the commencement of such offer, (iv) make any public statement inconsistent with the Board Recommendation, (v) resolve or agree to take any of the foregoing actions (any of the foregoing actions, an “Adverse Recommendation Change”) or (vi) resolve or agree to change or modify the election of the Company Board Recommendation within ten business days after ▇▇▇▇▇ so requests in writing; or (iiithat the Merger Agreement and the Merger be governed pursuant to Section 251(h) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow CoLucid to execute or enter into any contract with respect to, any Takeover Proposal (other than an Acceptable Confidentiality Agreement)of the DGCL. The Merger Agreement provides that, notwithstanding anything to the contrary contained provisions of the Merger Agreement summarized above in this subsection entitled “Change of Recommendation” or any other provisions of the Merger Agreement, at any time prior to the Acceptance Time, if: (i) CoLucid has received a bona fide written Takeover Proposal (which Takeover Proposal did not result from or arise out the Company Board, following receipt of or in connection with a breach of Section 6.6 of the Merger Agreement) from any person that has not been withdrawn and, after consultation with outside legal counsel and the CoLucid Board’s financial advisor, the CoLucid Board and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (y) in the case on account of a Superior Proposal, CoLucid may (i) make an Adverse Recommendation Change, or (ii) terminate the Merger Agreement in accordance with Section 8.1(d) of the Merger Agreement in order to enter into a Specified Agreement (defined below) definitive agreement with respect to such Superior ProposalProposal in accordance with the applicable termination provision summarized below under “Termination of the Merger Agreement,” but only if, in either case, the case of each of clauses (i) and (ii), if and only if: (A) the CoLucid Company Board and the CoLucid Special Committee have determined determines in good faith, after consultation with outside legal counsel and to the CoLucid Company Board’s financial advisor, that the failure to take such action would be a breach of its fiduciary duties under applicable law. The Merger Agreement provides that the Company Board will not be permitted to make an Adverse Recommendation Change or terminate the Merger Agreement under the Fiduciary Termination Provision (as defined below) unless: • the Company promptly notifies Parent in writing at least three (3) business days before making an Adverse Recommendation Change or terminating the Merger Agreement (the “Notice Period”), of its intention to do so; Table of Contents • the Company attaches to such notice the most current version of the proposed agreement or a reasonably detailed summary of all material terms of any such Superior Proposal (which version or summary will be updated on a prompt basis) and the identity of the third party making the Superior Proposal; • during the Notice Period, the Company and its financial and legal advisors negotiate with Parent in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments, with the Notice Period being extended each time there is any material revision to the terms of a Superior Proposal, including, any revision in price, to ensure that at least three (3) business days remain in the Notice Period subsequent to the time the Company notifies Parent of any such material revision; and • Parent does not make, within the Notice Period, an offer that is determined by the Company Board in good faith, after consulting with its outside counsel and financial advisor of nationally recognized reputation, to be at least as favorable to the stockholders of the Company as such Superior Proposal. The Merger Agreement provides that, notwithstanding the other provisions of the Merger Agreement, the Company Board may, in response to a material fact, event, change, development or set of circumstances (other than an Acquisition Proposal occurring or arising after the date of the Merger Agreement) that was not known to the Company Board nor reasonably foreseeable by the Company Board as of or prior to the date of the Merger Agreement (and not relating in any way to any Acquisition Proposal) (such material fact, event, change, development or set of circumstances, an “Intervening Event”), withdraw or modify, or fail to make, in a manner adverse to Parent or Purchaser, the Board Recommendation (which will be deemed to be an Adverse Recommendation Change) if the Company Board determines in good faith, after consultation with outside legal counsel to the Company Board, that, in light of such Intervening Event, the failure of the Company Board to effect such an Adverse Recommendation Change would be in breach of its fiduciary duties under applicable law; provided that no fact, event, change, development or set of circumstances will constitute an Intervening Event if such fact, event, change, development or set of circumstances resulted from or arose out of the announcement, pendency or consummation of the Offer or the Merger; and provided, further, that the Company Board will not be entitled to exercise its right to make an Adverse Recommendation Change for an Intervening Event unless the Company Board has (A) provided to Parent at least four (4) business days’ prior written notice advising Parent that the Company Board intends to take such action and specifying the facts underlying the Company Board’s determination that an Intervening Event has occurred, and the reasons for the Adverse Recommendation Change, in reasonable detail, and (B) during such four (4) business day period, if requested by ▇▇▇▇▇▇, engaged in good faith negotiations with Parent to amend the Merger Agreement in such a manner that obviates the need for an Adverse Recommendation Change as a result of the Intervening Event. The Merger Agreement provides that nothing contained in Section 7.02 of the Merger Agreement (the provisions of which are summarized above under “No Solicitation and Superior Proposal Provisions” and “Change in Recommendation”) will prevent the Company Board from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with regard to an Acquisition Proposal; provided that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) will be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Board Recommendation (i) in such communication or (ii) within two (2) Business Days after requested to do so would be inconsistent with by Parent. The Merger Agreement provides that from the CoLucid Board’s date of the Merger Agreement until the Effective Time, the Company will give Parent and its Representatives reasonable access to the CoLucid Special Committee’s fiduciary duties offices, properties, books, records, contracts, governmental authorizations, documents, directors, officers and employees of the Company and its Subsidiaries and furnish certain financial, tax and operating data and other information as reasonably requested subject in each case to CoLucid’s stockholders Table of Contentscertain limitations relating to confidentiality, attorney-client privilege, and limitations under applicable law or regulations.

Change of Recommendation. The Merger Agreement provides that during Neither the Pre-Closing Period, neither Board of Directors of the CoLucid Board Company nor any committee thereof shall shall, directly or indirectly, (i)(Ai) fail to make, withhold, (A) withdraw or qualify (or amend or modify in a manner adverse to Lilly), Liberty) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Lilly) Liberty), the CoLucid Board’s approval, recommendation to CoLucid stockholders to accept or declaration of advisability by such Board of Directors or such committee thereof of this Agreement, or the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) or other transactions contemplated by this Agreement, (B) recommend, adopt or approve, recommend or declare advisablepropose publicly to recommend, adopt or publicly propose to approve, any Alternative Company Transaction Proposal, including by, in the case of a tender or exchange offer, failing to promptly recommend rejection of such offer or declare advisable(C) fail to publicly reaffirm its approval or recommendation of this Agreement within five (5) Business Days after Liberty so requests in writing if an Alternative Company Transaction Proposal or any modification thereto shall have been made publicly or sent or given to the Company Stockholders (or any Person or group of Persons shall have publicly announced an intention, any Takeover Proposal whether or not conditional, to make an Alternative Company Transaction Proposal) (any action described in this clause (i) being referred to as a “Company Adverse Change RecommendationRecommendation Change”); ) or (ii) fail to publicly reaffirm the Company Board Recommendation within ten business days after ▇▇▇▇▇ so requests in writing; approve or (iii) approve, recommend or declare advisablerecommend, or publicly propose to approve, recommend approve or declare advisablerecommend, or allow CoLucid the Company or any of its Affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (a “Company Acquisition Agreement”) (other than a confidentiality agreement entered into any contract with respect pursuant to Section 5.2(b)(i)) (A) constituting, or relating to, any Takeover Alternative Company Transaction Proposal or (other than an Acceptable Confidentiality B) requiring it (or that would require it) to abandon, terminate or fail to consummate the transactions contemplated by this Agreement). The Merger Agreement provides that, notwithstanding Notwithstanding anything to the contrary contained set forth in the Merger this Section 5.2(d) or in any other provision of this Agreement, at any time prior to obtaining the Acceptance TimeCompany Stockholder Approvals, if: (i) CoLucid has received solely in response to a bona fide written Takeover Proposal (which Takeover Proposal did not result from Company Intervening Event or arise out Superior Company Proposal, the Board of or in connection with a breach of Section 6.6 Directors of the Merger Agreement) from any person that has not been withdrawn and, after consultation with outside legal counsel Company and the CoLucid Board’s financial advisor, the CoLucid Board and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or Change, if all of the following conditions are met: (yi) in the case of a Superior Company Proposal, CoLucid may terminate such Superior Company Proposal has been made and has not been withdrawn and continues to be a Superior Company Proposal; (ii) the Merger Agreement in accordance with Section 8.1(dCompany Stockholder Approvals have not been obtained; (iii) each of the Merger Agreement in order to enter into a Specified Agreement (defined below) with respect to such Superior Proposal, in Board of Directors of the case of each of clauses (i) and (ii), if and only if: (A) the CoLucid Board Company and the CoLucid Special Committee have has determined in good faith, after consultation with its respective outside legal counsel and the CoLucid Board’s financial advisoradvisor of nationally recognized reputation, that that, in light of such Company Intervening Event or Superior Company Proposal, the failure to do so make a Company Adverse Recommendation Change would reasonably be inconsistent expected to constitute a breach of its fiduciary duties under applicable Law; (iv) the Company has (A) provided to Liberty five (5) Business Days’ prior written notice (the “Company Notice Period”), which notice shall state expressly (1) that it has received a Superior Company Proposal or that there has been a Company Intervening Event, (2) in the case of a Superior Company Proposal, the material terms and conditions of the Superior Company Proposal (including the per share value of the consideration offered therein and the identity of the Person or group of Persons making the Superior Company Proposal), and that the Company shall have provided to Liberty contemporaneously with the CoLucid Board’s delivery of such notice a copy of the relevant proposed transaction agreements with the Person or group of Persons making such Superior Company Proposal and other material documents (it being understood and agreed that any amendment (or subsequent amendment) to the financial terms, including but not limited to the proposed purchase price, or to any other material term of such Superior Company Proposal shall each require the Company to provide a new notice to Liberty in accordance with this clause (iv), provided that the Company Notice Period in connection with any such new notice shall be three (3) Business Days (the “Amended Company Notice Period”)) and (3) that it intends to make a Company Adverse Recommendation Change and specifying, in reasonable detail, the reasons therefor, and (B) prior to making a Company Adverse Recommendation Change, during the Company Notice Period or the Amended Company Notice Period, as applicable, to the extent requested by Liberty, engaged in good faith negotiations with Liberty during the Company Notice Period or Amended Company Notice Period, as applicable, to amend this Agreement, and considered in good faith any bona fide offer (a “Liberty Offer”) by Liberty to the Company and, after such negotiations or good faith consideration of such Liberty Offer, the Board of Directors of the Company and the CoLucid Special Committee’s fiduciary duties to CoLucid’s stockholders Table of ContentsCommittee again makes the determination described in Section 5.2(d)(iii); and (v) the Company shall have complied with this Section 5.2 in all material respects.

Change of Recommendation. The Merger Agreement provides that during the Pre-Closing Periodthat, except as provided below, neither the CoLucid Company Board nor any committee thereof shall will (i)(Ai) fail to make, withdraw, amend or modify, or publicly propose to withhold, withdraw (withdraw, amend or modify modify, in a manner adverse to Lilly)Parent or Purchaser, or publicly propose to withdraw (or modify in a manner adverse to Lilly) the CoLucid Board’s recommendation to CoLucid stockholders to accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) or , (Bii) approve, recommend endorse, adopt or declare advisablerecommend, or publicly propose to approve, recommend endorse, adopt or declare advisablerecommend, any Takeover Acquisition Proposal or Superior Proposal, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”); (iiiii) fail to publicly reaffirm recommend against acceptance of any tender offer or exchange offer (other than the Company Board Recommendation Offer or any other tender offer or exchange offer by Parent or Purchaser) for the Shares within ten (10) business days after ▇▇▇▇▇ so requests in writing; the commencement of such offer, (iv) make any public statement inconsistent with the Board Recommendation, (v) resolve or agree to take any of the foregoing actions (any of the foregoing actions, an “Adverse Recommendation Change”) or (iiivi) approve, recommend resolve or declare advisable, agree to change or propose modify the election that the Merger Agreement and the Merger be governed pursuant to approve, recommend or declare advisable, or allow CoLucid to execute or enter into any contract with respect to, any Takeover Proposal (other than an Acceptable Confidentiality Agreement)Section 251(h) of the DGCL. The Merger Agreement provides that, notwithstanding anything to the contrary contained provisions of the Merger Agreement summarized above in this subsection entitled “Change of Recommendation” or any other provisions of the Merger Agreement, at any time prior to the Acceptance Time, if: (i) CoLucid has received a bona fide written Takeover Proposal (which Takeover Proposal did not result from or arise out the Company Board, following receipt of or in connection with a breach of Section 6.6 of the Merger Agreement) from any person that has not been withdrawn and, after consultation with outside legal counsel and the CoLucid Board’s financial advisor, the CoLucid Board and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (y) in the case on account of a Superior Proposal, CoLucid may (i) make an Adverse Recommendation Change, or (ii) terminate the Merger Agreement in accordance with Section 8.1(d) of the Merger Agreement in order to enter into a Specified Agreement (defined below) definitive agreement with respect to such Superior ProposalProposal in accordance with the applicable termination provision summarized below under “Termination of the Merger Agreement,” but only if, in either case, the case of each of clauses (i) and (ii), if and only if: (A) the CoLucid Company Board and the CoLucid Special Committee have determined determines in good faith, after consultation with outside legal counsel and to the CoLucid Company Board’s financial advisor, that the failure to take such action would be a breach of its fiduciary duties under applicable law. The Merger Agreement provides that the Company Board will not be permitted to make an Adverse Recommendation Change or terminate the Merger Agreement under the Fiduciary Termination Provision (as defined below) unless: • the Company promptly notifies Parent in writing at least three (3) business days before making an Adverse Recommendation Change or terminating the Merger Agreement (the “Notice Period”), of its intention to do so; • the Company attaches to such notice the most current version of the proposed agreement or a reasonably detailed summary of all material terms of any such Superior Proposal (which version or summary will be updated on a prompt basis) and the identity of the third party making the Superior Proposal; • during the Notice Period, if requested by Parent, the Company and its financial and legal advisors negotiate with Parent in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments, with the Notice Period being extended each time there is any material revision to the terms of a Superior Proposal, including, any revision in price, to ensure that at least three business days remain in the Notice Period subsequent to the time the Company notifies Parent of any such material revision; and • Parent does not make, within the Notice Period, an offer that is determined by the Company Board in good faith, after consulting with its outside counsel and financial advisor of nationally recognized reputation, to be at least as favorable to the stockholders of the Company as such Superior Proposal. The Merger Agreement provides that, notwithstanding the other provisions of the Merger Agreement, the Company Board may, in response to a material fact, event, change, development or set of circumstances (other than an Acquisition Proposal occurring or arising after the date of the Merger Agreement) that was not known to the Company Board nor reasonably foreseeable by the Company Board as of or prior to the date of the Merger Agreement (and not relating in any Table of Contents way to any Acquisition Proposal) (such material fact, event, change, development or set of circumstances, an “Intervening Event”), withdraw or modify, or fail to make, in a manner adverse to Parent or Purchaser, the Board Recommendation (which will be deemed to be an Adverse Recommendation Change) if the Company Board determines in good faith, after consultation with outside legal counsel to the Company Board, that, in light of such Intervening Event, the failure of the Company Board to effect such an Adverse Recommendation Change would be a breach of its fiduciary duties under applicable law; provided that no fact, event, change, development or set of circumstances will constitute an Intervening Event if such fact, event, change, development or set of circumstances resulted from or arose out of the announcement, pendency or consummation of the Offer or the Merger; and provided, further, that the Company Board will not be entitled to exercise its right to make an Adverse Recommendation Change for an Intervening Event unless the Company Board has (A) provided to Parent at least four (4) business days’ prior written notice advising Parent that the Company Board intends to take such action and specifying the facts underlying the Company Board’s determination that an Intervening Event has occurred, and the reasons for the Adverse Recommendation Change, in reasonable detail, and (B) during such four (4) business day period, if requested by Parent, engaged in good faith negotiations with Parent to amend the Merger Agreement in such a manner that obviates the need for an Adverse Recommendation Change as a result of the Intervening Event. The Merger Agreement provides that nothing contained in Section 7.02 of the Merger Agreement (the provisions of which are summarized above under “No Solicitation and Superior Proposal Provisions” and “Change of Recommendation”) will prevent the Company Board from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with regard to an Acquisition Proposal; provided that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) will be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Board Recommendation (i) in such communication or (ii) within two (2) business days after requested to do so would be inconsistent by Parent. The Merger Agreement provides that from the date of the Merger Agreement until the Effective Time, the Company will give Parent and its Representatives reasonable access to the offices, properties, books, records, contracts, governmental authorizations, documents, directors, officers and employees of the Company and its Subsidiaries and furnish certain financial, tax and operating data and other information as reasonably requested subject in each case to certain limitations relating to confidentiality, attorney-client privilege, and limitations under applicable law or regulations. The Merger Agreement provides that, in connection with the CoLucid Boardcontinuing operation of the business of the Company and its Subsidiaries, from the date of the Merger Agreement until the Effective Time, subject to applicable law, the executive officers of the Company will consult with Parent in good faith on a reasonable and prompt basis to report material (individually or in the aggregate) operational developments, the status of relationships with customers, resellers, partners, suppliers, licensors, licensees, distributors and others having material business relationships with the Company, the status of ongoing operations and other matters reasonably requested by Parent pursuant to procedures reasonably requested by Parent; provided that no such consultation will affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Merger Agreement. In addition, the Merger Agreement provides that the Company will promptly notify Parent of any written notice or other written communication (or, to the knowledge of the Company, any other notice or communication) from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Merger Agreement, any notice or other communication from any governmental authority in connection with the transactions contemplated by the Merger Agreement, any Proceeding commenced or, to the Knowledge of the Company (as defined in the Merger Agreement), threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that would have been required to have been disclosed pursuant to the Merger Agreement or which relates to the consummation of the transactions contemplated by the Merger Agreement, any written notice or other written communication (or, to the Knowledge of the Company, any other notice or communication) from any major customer or major supplier that such major customer or major supplier is terminating its relationship with the Company or any of its Subsidiaries as a result of the Table of Contents transactions contemplated by the Merger Agreement or any inaccuracy of any representation or warranty or breach of covenant or agreement in the Merger Agreement that would reasonably be expected to cause any of the Offer Conditions not to be satisfied. The Merger Agreement provides that, subject to certain limitations on premiums, for six years after the Effective Time, Parent will, or will cause the Surviving Corporation to, maintain and extend all existing officers’ and directors’ liability insurance of the Company (or equivalent prepaid “tail” or “runoff” policies obtained prior to the Effective Time) with respect to acts or omissions occurring prior to the Effective Time covering each Person covered as of the date of the Merger Agreement by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of the Merger Agreement; provided that neither Parent nor Purchaser shall be obligated to pay annual premiums in excess of 200% of the amount the Company paid for its officers’ and directors’ liability insurance policy. The Merger Agreement provides that, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurred, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company and its Subsidiaries to: (i) each indemnification agreement disclosed pursuant to the Merger Agreement with any person who is now, or has been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (an “Indemnified Party”); and (ii) any indemnification provision and any exculpation provision set forth in the certificate of incorporation or bylaws of the Company as in effect on the date of the Merger Agreement, subject in each case to any limitations imposed by the certificate of incorporation or bylaws of the Company as in effect on the date of the Merger Agreement and as imposed from time to time under applicable law. The Merger Agreement provides that the obligations of Parent and the CoLucid Special Committee’s fiduciary duties Surviving Corporation under the provisions of the Merger Agreement which are summarized in this paragraph will not be terminated or modified in such a manner as to CoLucid’s stockholders Table adversely affect any Indemnified Party without the written consent of Contentssuch Indemnified Party and that the Indemnified Parties will be third-party beneficiaries of those provisions and entitled to enforce the covenants contained in those provisions.

Change of Recommendation. The Merger Agreement provides that during Neither the Pre-Closing Period, neither the CoLucid Board of Directors of Parent nor any committee thereof shall shall, directly or indirectly, (i)(Ai) fail to make, withhold, (A) withdraw or qualify (or amend or modify in a manner adverse to Lilly), the Company in any material respect) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Lilly) the CoLucid Board’s Company in any material respect), its approval and recommendation to CoLucid that stockholders to accept vote in favor of the Offer Stock Issuance, the Parent Common Stock Reorganization and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) Parent Common Stock Exchange or (B) recommend, adopt or approve, recommend or declare advisablepropose publicly to recommend, adopt or publicly propose to approve, any Alternative Parent Transaction Proposal, including by, in the case of a tender or exchange offer, failing to promptly recommend or declare advisable, any Takeover Proposal rejection of such offer (any action described in this clause (i) being referred to as a “Company Parent Adverse Change RecommendationRecommendation Change”); ) or (ii) fail to publicly reaffirm the Company Board Recommendation within ten business days after ▇▇▇▇▇ so requests in writing; approve or (iii) approve, recommend or declare advisablerecommend, or publicly propose to approve, recommend approve or declare advisablerecommend, or allow CoLucid Parent or any of its Affiliates to execute or enter into into, any contract with respect letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (a “Parent Acquisition Agreement”) (A) constituting, or relating to, any Takeover Alternative Parent Transaction Proposal or (B) requiring it (or that would require it) to abandon, terminate or fail to consummate the Merger or any other than an Acceptable Confidentiality transaction contemplated by this Agreement). The Merger Agreement provides that, notwithstanding Notwithstanding anything to the contrary contained set forth in the Merger this Section 5.3(d) or in any other provision of this Agreement, at any time prior to obtaining the Acceptance TimeParent Stockholder Approvals, if: (i) CoLucid has received but solely in response to a bona fide written Takeover Proposal (which Takeover Proposal did not result from Parent Intervening Event or arise out of or in connection with a breach of Section 6.6 of the Merger Agreement) from any person that has not been withdrawn and, after consultation with outside legal counsel and the CoLucid Board’s financial advisorSuperior Parent Proposal, the CoLucid Board of Directors of Parent may make a Parent Adverse Recommendation Change if and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to only if all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause following conditions are met: (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (yi) in the case of a Superior Parent Proposal, CoLucid may terminate the Merger Agreement in accordance with Section 8.1(d) of the Merger Agreement in order to enter into a Specified Agreement (defined below) with respect to such Superior Parent Proposal has been made and has not been withdrawn and continues to be a Superior Parent Proposal, in the case of each of clauses (i) and ; (ii), if and only if: (A) the CoLucid Parent Stockholder Approvals have not been obtained; (iii) the Board and the CoLucid Special Committee have of Directors of Parent has determined in good faith, after consultation with its outside legal counsel and the CoLucid Board’s financial advisorcounsel, that that, in light of such Parent Intervening Event or Superior Parent Proposal, the failure to do so make a Parent Adverse Recommendation Change would reasonably be inconsistent expected to constitute a breach of its fiduciary duties under applicable Law; (iv) Parent has (A) provided to the Company four (4) Business Days’ prior written notice (the “Parent Notice Period”) which shall state expressly (1) that it has received a Superior Parent Proposal or that there has been a Parent Intervening Event, (2) in the case of a Superior Parent Proposal, the material terms and conditions of the Superior Parent Proposal (including the per share value of the consideration offered therein and the identity of the Person or group of Persons making the Superior Parent Proposal), and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the CoLucid Board’s Person or group of Persons making such Superior Parent Proposal and other material documents (it being understood and agreed that any amendment to the CoLucid Special Committee’s fiduciary duties financial terms or any other material term of such Superior Parent Proposal shall require a new notice, provided that the Parent Notice Period in connection with any such new notice shall be three (3) Business Days) and (3) that it intends to CoLucid’s stockholders Table make a Parent Adverse Recommendation Change and specifying, in reasonable detail, the reasons therefor, and (B) prior to making a Parent Adverse Recommendation Change, to the extent requested by the Company, engaged in good faith negotiations with the Company during the Parent Notice Period to amend this Agreement, and, after such negotiations, the Board of ContentsDirectors of Parent again makes the determination described in Section 5.3(d)(iii); and (v) Parent shall have complied with Section 5.3 in all material respects.