THIS VOTING AGREEMENT, dated as of October 5, 2020 (this Agreement), is between Eidos Therapeutics, Inc., a Delaware corporation (the Company), and each of the parties listed on Schedule A hereto (each, a Stockholder and, collectively, the Stockholders).
WHEREAS, concurrently with the execution of this Agreement, the Company, BridgeBio Pharma, Inc., a Delaware corporation (Parent), Globe Merger Sub I, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (Merger Sub), and Globe Merger Sub II, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (Merger Sub II), are entering into an Agreement and Plan of Merger (the Merger Agreement), providing for, among other things, the merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger and becoming an indirect, wholly owned subsidiary of Parent, followed by the merger of the Company with and into Merger Sub II (the Subsequent Merger), with Merger Sub II surviving the Subsequent Merger as an indirect, wholly owned subsidiary of Parent, in each case on the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, as of the date hereof, each Stockholder is the record or beneficial owner of the number of shares of Parent Common Stock set forth opposite such Stockholders name on Schedule A (such shares of Parent Common Stock, together with any other shares of capital stock of Parent acquired by such Stockholder after the date hereof and during the term of this Agreement, being collectively referred to as the Subject Shares of such Stockholder); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Company has requested that each Stockholder enter into this Agreement, and each Stockholder desires to enter into this Agreement to induce the Company to enter into the Merger Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1.01. Definitions. (a) For purposes of this Agreement, the following terms shall have the following meanings:
Agreement has the meaning set forth in the preamble.
Company has the meaning set forth in the preamble.
Merger has the meaning set forth in the recitals.
Merger Agreement has the meaning set forth in the recitals.
Merger Sub has the meaning set forth in the recitals.