X0306 4 2021-01-22 1 0001714798 Prevail Therapeutics Inc. PRVL 0001365343 Nader Francois C/O PREVAIL THERAPEUTICS INC. 430 EAST 29TH STREET, SUITE 1520 NEW YORK NY 10016 1 0 0 0 Common Stock 2021-01-22 4 U 0 23747 D 0 I By LLC Stock Option (Right to Buy) 2.81 2021-01-22 4 D 0 133447 0.00 D Common Stock 133447 0 D Stock Option (Right to Buy) 10.26 2021-01-22 4 D 0 32000 0.00 D Common Stock 32000 0 D Stock Option (Right to Buy) 16.98 2021-01-22 4 D 0 17000 0.00 D Common Stock 17000 0 D Pursuant to the terms of the Merger Agreement, these shares were tendered and disposed of at the Acceptance Time in exchange for the right to receive (i) $22.50 per share of common stock, net to the seller in cash, without interest (the "Closing Amount"), plus (ii) one contingent value right per share (a "CVR"), which shall represent the right to receive certain consideration based on the achievement of net sales milestones. These shares are held by Jesra Ventures LLC (the "LLC"). The Reporting Person is a manager and a member of the LLC and, as such, may be deemed to share voting and investment power with respect to the shares held by the LLC. The Reporting Person disclaims beneficial ownership of those shares owned by the LLC, except to the extent of his pecuniary interest therein. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase shares of the Issuer's common stock, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive (A) an amount of cash (less applicable tax withholdings) equal to the product of (i) the excess, if any, of the Closing Amount over the applicable exercise price per share underlying such stock option multiplied by (ii) the total number of shares subject to such stock option, and (B) one CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting). Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 24, 2020, by and among the Issuer, Eli Lilly and Company and Tyto Acquisition Corporation (the "Merger Agreement"). /s/ Brett Kaplan, Attorney-in-Fact 2021-01-26