Novavax Inc Sample Contracts

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1 EXHIBIT 8
Registration Rights Agreement • September 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
30,303,050 Shares of Common Stock par value $0.01 4,545,457 Option Shares Novavax, Inc. UNDERWRITING AGREEMENT
Novavax Inc • April 13th, 2018 • Biological products, (no disgnostic substances) • New York
NOVAVAX, INC., as Issuer, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 20, 2022 5.00% Convertible Senior Notes due 2027
Indenture • December 21st, 2022 • Novavax Inc • Biological products, (no disgnostic substances) • New York

INDENTURE dated as of December 20, 2022 between NOVAVAX, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in ‎Section 1.01).

AT MARKET ISSUANCE SALES AGREEMENT
Novavax Inc • June 15th, 2021 • Biological products, (no disgnostic substances) • New York
6,500,000 Shares of Common Stock par value $0.01 975,000 Option Shares Novavax, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • December 19th, 2022 • Novavax Inc • Biological products, (no disgnostic substances) • New York

Novavax, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC are acting as representatives (the “Representatives”), an aggregate of 6,500,000 shares of common stock, $0.01 par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 975,000 shares of common stock, $0.01 par value per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, $0.01 par value per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

1 EXHIBIT 4.4 NOVAVAX, INC.
Stock Purchase Agreement • October 17th, 1996 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
LEASE AGREEMENT
Lease Agreement • March 14th, 2012 • Novavax Inc • Biological products, (no disgnostic substances)

THIS LEASE AGREEMENT (“this Lease”) is made as of this 18th day of November, 2011, between ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company (“Landlord”), and NOVAVAX, INC., a Delaware corporation (“Tenant”).

NOVAVAX, INC. - and -
Licence Agreement • March 9th, 2000 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
AGREEMENT FOR
Agreement • January 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
DIAZ & ALTSCHUL CAPITAL, LLC 2 SUBSCRIPTION AGREEMENT SERIES A CUSTOM CONVERTIBLE PREFERRED STOCK NOVAVAX, INC.
Subscription Agreement • February 17th, 1998 • Novavax Inc • Biological products, (no disgnostic substances) • New York
At Market Issuance Sales Agreement
Novavax Inc • October 2nd, 2012 • Biological products, (no disgnostic substances) • New York

Novavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC, a Delaware limited liability company (“MLV”), as follows:

Morgan Stanley & Co. LLC
Letter Agreement • February 29th, 2016 • Novavax Inc • Biological products, (no disgnostic substances) • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Novavax, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

6,800,000 Shares and 1,020,000 Over-Allotment Shares Novavax, Inc. Common Stock, par value $0.01 per share PURCHASE AGREEMENT
Purchase Agreement • November 20th, 2009 • Novavax Inc • Biological products, (no disgnostic substances) • New York

PIPER JAFFRAY & CO. LAZARD CAPITAL MARKETS LLC As Representatives of the several Underwriters named in Schedule I c/o Piper Jaffray & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402

NOVAVAX, INC. Common Stock (par value $0.01 per share) AT MARKET ISSUANCE SALES AGREEMENT
Novavax Inc • November 10th, 2020 • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2024 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland

This Employment Agreement (this “Agreement”) is dated as of May 26, 2020, between Novavax, Inc., (“Novavax” or the “Company”) a Delaware corporation having its principal office at 21 Firstfield Road, Gaithersburg, MD 20878, and Filip Dubovsky, an individual having a current mailing address of [ * * * ] (“Executive”).

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EXHIBIT 10.7 2 AGREEMENT OF LEASE by and between RIVERS CENTER ASSOCIATES LIMITED PARTNERSHIP (Landlord) and NOVAVAX, INC. (Tenant) R & D Lease
Agreement • March 21st, 1997 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
RIGHTS AGREEMENT by and between NOVAVAX, INC. and EQUISERVE TRUST COMPANY, N.A., as Rights Agent Dated as of August 8, 2002
Rights Agreement • August 9th, 2002 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware

Rights Agreement (this “Agreement”), dated as of August 8, 2002, by and between Novavax, Inc., a Delaware corporation (the “Corporation”), and EquiServe Trust Company, N.A., a National Banking Association (the “Rights Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2006 • Novavax Inc • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2006, among Novavax, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and

AT MARKET ISSUANCE SALES AGREEMENT
Novavax Inc • December 30th, 2016 • Biological products, (no disgnostic substances) • New York

Novavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co., a Delaware limited liability company (“FBR”), as follows:

At Market Issuance Sales Agreement
Novavax Inc • September 15th, 2009 • Biological products, (no disgnostic substances) • Colorado

Novavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Wm Smith & Co., a Colorado corporation (“Wm Smith”), as follows:

NOVAVAX, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], [ ]
Indenture • February 28th, 2023 • Novavax Inc • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of [ ], [ ] by and between Novavax, Inc., a Delaware corporation, as Issuer (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

NOVAVAX, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of January 29, 2016 3.75% Convertible Senior Notes due 2023
And • January 29th, 2016 • Novavax Inc • Biological products, (no disgnostic substances) • New York

INDENTURE dated as of January 29, 2016 between NOVAVAX, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01), Note Registrar, Paying Agent and Conversion Agent.

WITNESSETH:
License and Supply Agreement • March 9th, 2000 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
AT MARKET ISSUANCE SALES AGREEMENT
Novavax Inc • May 18th, 2020 • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 10.3 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT
Exclusive License and Distribution Agreement • January 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
At Market Issuance Sales Agreement
Market Issuance Sales Agreement • March 16th, 2010 • Novavax Inc • Biological products, (no disgnostic substances) • Colorado

Novavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC, a Delaware limited liability company (“MLV”), as follows:

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