Eligible Options | New Options | Election to tender Eligible Option in exchange for New Option | ||||
Grant Number | Grant Date | Exercise Price | Shares | Ratio | Shares | |
☐ Yes, exchange Eligible Option for New Option ☐ No, retain Eligible Option | ||||||
☐ Yes, exchange Eligible Option for New Option ☐ No, retain Eligible Option | ||||||
☐ Yes, exchange Eligible Option for New Option ☐ No, retain Eligible Option | ||||||
(Signature) |
(Print Name) |
(Date) |
To: | Immune Design Corp. (“Immune Design”) |
1616 Eastlake Ave. E., Suite 310 | |
Seattle, Washington 98102 | |
Email: option.exchange@immunedesign.com | |
1. | I acknowledge that I have received the “Offer to Exchange Eligible Options for New Options,” including the “Summary Term Sheet – Questions and Answers” (collectively, the “Offer Documents”) from Immune Design, dated June 18, 2018, and upon making an election herein, I agree to all of the terms and conditions of the Offer Documents. |
2. | I tender to Immune Design for exchange the Eligible Options specified on this Election Form and understand that, upon acceptance by Immune Design, this Election Form will constitute a binding agreement between Immune Design and me. I have checked the box corresponding to the Eligible Options that I elect to tender for exchange. I understand that any election that I make to tender an option for exchange that does not qualify as an Eligible Option will not be accepted, and such options will remain outstanding subject to their original terms following the Exchange Offer. |
3. | I understand that if I validly tender an Eligible Option for exchange and such Eligible Option is accepted, such Eligible Option will automatically be cancelled by Immune Design in exchange for the grant of a New Option with the applicable New Option terms described in the Offer Documents, including, without limitation: |
• | Each New Option will have an exercise price equal to the greater of $4.10 per share or the closing price of our common stock reported on Nasdaq on the date that the New Option is granted. |
• | Each New Option will represent your right to purchase a reduced number of shares of our common stock based on the exchange ratio specified in the Offer Documents and referenced on your Election Form. |
• | Each New Option will have a maximum term of seven (7) years. |
• | The vesting schedule of your New Options will be as follows: |
▪ | Each New Option granted in exchange for Eligible Options with a grant date on or prior to December 31, 2016 will vest in equal monthly amounts over the two-year period following the grant date of the New Option. |
▪ | Each New Option granted in exchange for Eligible Options with a grant date after December 31, 2016 will vest in equal monthly amounts over the three-year period following the grant date of the New Option. |
4. | To remain eligible to tender Eligible Options for exchange pursuant to the Exchange Offer, I understand that I must remain an Eligible Holder and must not have received nor given a notice of termination of employment prior to Expiration Time, which is scheduled to be 6:00 p.m., Pacific Time, on Tuesday, July 17, 2018, unless extended. I understand that if my employment with Immune Design ceases prior to the expiration of the Exchange Offer, Immune Design will not accept my Eligible Options for exchange and I or my estate or beneficiaries, as the case may be, will retain my Eligible Options subject to their original terms and conditions. |
5. | I understand that if I cease providing services to Immune Design for any reason before the shares underlying my New Option vest, I will forfeit any unvested portion of my New Option, subject to the terms of the 2014 Plan. |
6. | I understand that neither the ability to participate in the Exchange Offer nor actual participation in the Exchange Offer will be construed as a right to continued employment or service with Immune Design. |
7. | I understand that this election is entirely voluntary, and I am aware that I may change or withdraw my decision to tender my Eligible Options at any time until the Exchange Offer expires as described in the Instructions to Election Form. I understand that this decision to tender my Eligible Options will be irrevocable as of 6:00 p.m., Pacific Time, Tuesday, July 17, 2018, unless the Exchange Offer is extended. Participation in the Offer is entirely my decision and should be made based on my personal circumstances. Immune Design has not authorized any person to make any recommendation on our behalf as to whether or not I should participate in the Exchange Offer. |
8. | I understand that I may receive certain future “confirmation letters” or other communications from Immune Design in connection with the Exchange Offer, including a communication confirming if Immune Design has received this Election Form and whether Immune Design ultimately accepts or rejects this Election Form. Unless I have provided an alternative e-mail address for contacting me (via option.exchange@immunedesign.com), I hereby confirm that I will have access to my regular Immune Design e-mail for purposes of these future communications. |
1. | DEFINED TERMS. All capitalized terms used in this Election Form but not defined herein have the meanings given in the Offer to Exchange Eligible Options for New Options, dated June 18, 2018, filed with the U.S. Securities and Exchange Commission and separately delivered to you by e-mail from Immune Design. The use of “Immune Design,” “we,” “us” and “our” in this Election Form refers to Immune Design Corp. |
2. | EXPIRATION TIME. The Exchange Offer and any rights to tender or to withdraw a tender of Eligible Options expire at 6:00 p.m., Pacific Time, on Tuesday, July 17, 2018, unless the Exchange Offer is extended (and unless we have accepted the Eligible Options, you may also withdraw any such tendered securities at any time after 9:00 p.m. Pacific Time on Monday, August 13, 2018). |
3. | DELIVERY OF ELECTION FORM. If you intend to tender Eligible Options under the Exchange Offer, a signed copy of this Election Form must be received by Immune Design before 6:00 p.m., Pacific Time, on Tuesday, July 17, 2018 (or such later date as may apply if the Exchange Offer is extended) by the following means: |
• | By Email (By PDF or similar imaged document file) to: option.exchange@immunedesign.com |
4. | WITHDRAWAL OF ELECTION. Tenders of Eligible Options made under the Exchange Offer may be withdrawn at any time before 6:00 p.m., Pacific Time, on Tuesday, July 17, 2018, unless we extend the expiration date, in which case withdrawals must be received before such later expiration date and time (and unless we have accepted the Eligible Options, you may also withdraw any such tendered options after 9:00 p.m. Pacific Time on Monday, August 13, 2018). |
5. | SIGNATURES. Please sign and date this Election Form. Except as described in the following sentence, this Election Form must be signed by the Eligible Holder who holds the Eligible Options to be tendered in the same manner as such Eligible Holder’s name appears on the applicable stock option agreement. If the signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be identified on this Election Form. |
6. | REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance regarding the Exchange Offer (including requests for additional or hard copies of the Exchange Offer or this Election Form) should be directed to option.exchange@immunedesign.com. |
7. | IRREGULARITIES. We will determine all questions as to the number of shares subject to Eligible Options tendered and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Eligible Options for exchange. Subject to any order or decision by a court or arbitrator of competent jurisdiction, our determination of these matters will be final and binding on all parties. We may reject any or all tenders of Eligible Options for exchange that we determine are not in appropriate form or that we determine are unlawful to accept. We may waive any defect or irregularity in any tender with respect to any particular Eligible Options or any particular Eligible Holder before the expiration of the Exchange Offer. No Eligible Options will be accepted for exchange until the Eligible Holder exchanging the Eligible Options has cured all defects or irregularities to our satisfaction, or they have been waived by us, prior to the Expiration Date. Neither we nor any other person is obligated to give notice of any defects or irregularities involved in the exchange of any Eligible Options. |
8. | CONDITIONAL OR CONTINGENT OFFERS. We will not accept any alternative, conditional or contingent tenders. |
9. | IMPORTANT U.S. TAX INFORMATION. You should refer to Section 12 of the Offering Memorandum included in the Offering Documents, which contains important U.S. tax information. We encourage you to consult with your own financial and tax advisors if you have questions about your financial or tax situation. |