October 28, 2002Stock Option Agreement • October 29th, 2002 • Informax Inc • Services-computer programming services
This letter concerns your stock options to purchase shares of InforMax, Inc. (“InforMax”) common stock, par value $0.001 (referred to in this letter as “Options”). As you may know, on October 15, 2002 InforMax entered into a merger agreement with Invitrogen Corporation (“Invitrogen”) and its wholly owned subsidiary (“Purchaser”).1/ The merger agreement provides, as a first step in the acquisition of InforMax, that the Purchaser will make a tender offer to purchase all of InforMax’s outstanding common stock at a price of $1.36 per share in cash. The tender offer is currently scheduled to close at midnight on Friday, November 22, 2002. However, this tender offer is subject to certain conditions, one of which is that the Purchaser shall acquire more than 50% of InforMax’s outstanding common stock on a fully-diluted basis. We refer to this tender offer as the “Tender Offer,” and any references in this letter to the Tender Offer include any extension and any subsequent offering period provi
