Adam K. Simpson - 19 Feb 2024 Form 4 Insider Report for Icosavax, Inc.

Footnote F1

In connection with the terms of an Agreement and Plan of Merger, dated as of December 11, 2023 (the "Merger Agreement"), by and among the Issuer, AstraZeneca Finance and Holdings Inc. ("Parent"), and Isochrone Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock at a purchase price per share of (i) $15.00 plus (ii) one non-tradable contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $5.00 in cash upon achievement of specified milestones (collectively, the "Offer Price"). After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of February 19, 2024 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.

Footnote F2

Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (a) an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares underlying such option immediately prior to the Effective Time by (2) an amount equal to (A) $15.00 less (B) the exercise price of such option, plus (b) one CVR for each share underlying such option immediately prior to the Effective Time.

Footnote F3

Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, this stock option was cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, an amount in cash from Parent, if and when payments in respect of CVRs are required to be made, equal to the product obtained by multiplying (a) the aggregate number of shares underlying such option immediately prior to the Effective Time by (b) the amount by which (1) the sum of $15.00 plus the aggregate amount paid per CVR exceeds (2) the exercise price of such stock option.