John J. Crowley - 04 Jun 2024 Form 4 Insider Report for Fusion Pharmaceuticals Inc.

Footnote F1

Pursuant to the Arrangement Agreement, dated as of March 18, 2024 (the "Arrangement Agreement"), by and among the Issuer, AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden ("Parent") and 15863210 Canada Inc., a corporation formed under the Canada Business Corporations Act ("Purchaser"), Purchaser acquired all of the issued and outstanding common shares of the Issuer (collectively, the "Shares") effective as of 12:01 a.m. Toronto time on June 4, 2024 (the "Effective Time"). Following the Effective Time, each Share outstanding immediately prior to the Effective Time was assigned and transferred by the holder thereof to Purchaser in exchange for (i) US$21.00 in cash (the "Cash Consideration") plus (ii) one contingent value right (each, a "CVR") representing the contingent right to receive a cash payment equal to US$3.00, in each case subject to applicable tax withholdings and other source deductions.

Footnote F2

Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each option to purchase Shares granted (each, an "Option") with an exercise price that is less than the Cash Consideration and outstanding immediately prior to the Effective Time, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for (A) a cash payment by or on behalf of the Issuer equal to the number of Shares into which such Option is then exercisable multiplied by the amount, if any, by which the Cash Consideration exceeds the exercise price per Share of such Option and (B) one CVR with respect to each Share into which such Option is then exercisable, in each case subject to applicable tax withholdings and other source deductions.

Footnote F3

Each restricted stock unit ("RSU") represents a contingent right to receive one Share.

Footnote F4

Pursuant to the terms of the Arrangement Agreement, immediately following the Effective Time, each RSU, whether vested or unvested, was assigned, transferred and surrendered by the holder thereof to the Issuer and thereafter cancelled in consideration for, (i) if held by a Canadian Incentive Holder (as defined in the Arrangement Agreement), the number of Shares underlying such RSU and (ii) if held by a Non-Canadian Incentive Holder (as defined in the Arrangement Agreement), (A) a cash payment by or on behalf of the Issuer equal to the number of Shares underlying such RSU multiplied by the amount, if any, by the Cash Consideration and (B) one CVR with respect to each Share underlying such RSU, in each case subject to applicable tax withholdings and other source deductions.