Full Press Release Details
Irrevocable Undertaking
This irrevocable undertaking agreement (the "Agreement")
has been made on [ ] June 2013, by and between:
Novavax and the Obligated Party are each referred to as a "Party"
and jointly as the "Parties".
also intends to make a private offer whereby holders of vested and unvested stock options3 who agree to waive their
rights under the stock options will receive 0.62324 shares of its common stock for each stock option in Isconova.
SEK 16.50 per share payable in shares of Novavax common stock. Novavax common stock
will be valued at the volume-weighted average share price over the
15 trading days prior to announcement.
Cashed out at fair market value determined using the Black-Scholes Model.
Employee and board member stock options 2012/2016.
SEK 8.30 per stock option payable in shares of Novavax common stock, representing the
offer price per share (SEK 16.50) reduced by the strike price per share for the stock options (SEK 8.20).
The warranties and undertakings set forth in Section 3.2(a) shall not apply to (i) transactions relating to shares of common stock
of Novavax or other securities acquired in open market transactions after the closing of the Offer or (ii) transfers of shares
of common stock of Novavax as a bona fide gift or by will or pursuant to the laws of descent and distribution; provided
that in the case of any transfer or distribution pursuant to clause (ii) each donee
or distributee shall sign and deliver a lock-up letter substantially in the form of Section 3.2.]
____________________
This Agreement has been entered into in two copies, of which
each Party has taken one.
| Place: | Place: |
| Date: | Date: |
| Novavax, Inc. | |
| By: ________________________________ | By: ________________________________ |
| John A. Herrmann III, VP and General Counsel |