Bruce Rogers - 16 Aug 2024 Form 4 Insider Report for Morphic Holding, Inc.

Footnote F1

On July 7, 2024, Morphic Holding, Inc., a Delaware corporation (the "Issuer" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation (the "Parent"), and Rainier Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent.

Footnote F2

(Continued from Footnote 1) Upon the closing (the "Closing") of the Merger on August 16, 2024, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was either (x) purchased by Purchaser for $57.00 per share (the "Offer Price"), without interest, less any applicable tax withholding or (y) automatically converted into the right to receive the Offer Price in cash without interest, less any applicable tax withholding.

Footnote F3

The Company Stock Option ("Option") is fully vested.

Footnote F4

Pursuant to the Merger Agreement, each Option that was outstanding but not vested as of immediately prior to the Closing (the "Unvested Option") became fully vested and exercisable (the "Vested Option"). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. If the exercise price per share of Common Stock of the underlying Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof.

Footnote F5

The Option vests as to 2.0833% of the total shares monthly, beginning February 15, 2021, with 100% of the total shares vested and exercisable on January 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.

Footnote F6

The Option vests as to 2.0833% of the total shares monthly, beginning February 14, 2022, with 100% of the total shares vested and exercisable on January 14, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

Footnote F7

The Option vests as to 2.0833% of the total shares monthly, beginning June 15, 2022, with 100% of the total shares vested and exercisable on May 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

Footnote F8

The Option vests as to 2.0833% of the total shares monthly, beginning February 13, 2023, with 100% of the total shares vested and exercisable on January 13, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

Footnote F9

The Option vests as to 2.0833% of the total shares monthly, beginning February 12, 2024, with 100% of the total shares vested and exercisable on January 12, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.

Footnote F10

Each Company Restricted Stock Unit ("RSUs") represents a contingent right to receive one (1) share of Common Stock upon settlement for no consideration.

Footnote F11

The RSUs vest as to 25% of the total shares on each of January 13, 2024, January 13, 2025, January 13, 2026 and January 13, 2027, subject to the reporting person's provision of service to the Issuer on each vesting date.

Footnote F12

Pursuant to the Merger Agreement, each RSU that was outstanding but not vested as of immediately prior to the Closing (the "Unvested RSU"), became immediately vested in full (the "Vested RSU"). Each Vested RSU was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the Offer Price by (ii) the number of shares of Common Stock underlying such RSU.

Footnote F13

The RSUs vest as to 25% of the total shares on each of January 14, 2023, January 14, 2024, January 14, 2025 and January 14, 2026, subject to the reporting person's provision of service to the Issuer on each vesting date.

Footnote F14

The RSUs vest as to 25% of the total shares on each of January 12, 2025, January 12, 2026, January 12, 2027 and January 12, 2028, subject to the reporting person's provision of service to the Issuer on each vesting date.