Timothy A. Springer - 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 reporting person is the manager of TAS Partners LLC and has sole voting and dispositive power over such shares.

Footnote F4

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

Footnote F5

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 F6

The Option will vest in full on the earlier of (a) June 04, 2025 and (b) the next annual meeting of the issuer's stockholders, subject to the reporting person's provision of service to the issuer on the vesting date.