AGREEMENT AND PLAN OF MERGER by and among ASTRAZENECA FINANCE AND HOLDINGS INC., ISOCHRONE MERGER SUB INC. and ICOSAVAX, INC. Dated as of December 11, 2023Merger Agreement • December 12th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Delaware
SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 12th, 2023 • Icosavax, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2023, by and between AstraZeneca Finance and Holdings Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock of Icosavax, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 11, 2023 by and among Parent, Isochrone Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company (as such agreement may be subsequently amended or modified, the “Merger Agreement”).
