EXHIBIT 3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of this 19th day of July, 2004, by and between NOVAVAX, INC., a Delaware corporation (the "Company"), and KING PHARMACEUTICALS, INC., a Tennessee...Registration Rights Agreement • August 26th, 2004 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
Exhibit 2 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made as of July 19, 2004, by and among KING PHARMACEUTICALS, INC., a Tennessee corporation ("King", PARKEDALE PHARMACEUTICALS, INC., a Michigan corporation ("Parkedale"),...Termination Agreement • August 26th, 2004 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
6,500,000 Shares of Common Stock par value $0.01 975,000 Option Shares Novavax, Inc. UNDERWRITING AGREEMENTUnderwriting 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”.
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 2027Indenture • 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).
1 EXHIBIT 4.5 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT AS PERMITTED HEREIN AND PURSUANT TO (i) AN EFFECTIVE...Warrant Agreement • March 4th, 1997 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 8Registration Rights Agreement • September 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 7 FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this "Amendment") is entered into as of September 7, 2001, by and between KING PHARMACEUTICALS, INC., a Tennessee corporation ("King"), and...Investor Rights Agreement • September 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances)
AGREEMENT FORPurchase and Sale Agreement • January 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 4.4 NOVAVAX, INC.Stock Purchase Agreement • October 17th, 1996 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
NOVAVAX, INC. Common Stock (par value $0.01 per share) AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • August 8th, 2023 • Novavax Inc • Biological products, (no disgnostic substances) • New York
6,800,000 Shares and 1,020,000 Over-Allotment Shares Novavax, Inc. Common Stock, par value $0.01 per share PURCHASE AGREEMENTPurchase 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
ANDNote Purchase Agreement • September 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
1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT AGREEMENT (the "Employment Agreement" or this "Agreement") dated as of the 24 day of July, 1997, between Novavax, Inc., a Delaware corporation having its principal office at 8320 Guilford Road, Columbia, Maryland...Employment Agreement • March 31st, 1998 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
LEASE AGREEMENTLease 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”).
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • October 2nd, 2012 • Novavax Inc • 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:
EXHIBIT 10.7 2 AGREEMENT OF LEASE by and between RIVERS CENTER ASSOCIATES LIMITED PARTNERSHIP (Landlord) and NOVAVAX, INC. (Tenant) R & D LeaseLease Agreement • March 21st, 1997 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
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 -Licence Agreement • March 9th, 2000 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • June 15th, 2021 • Novavax Inc • Biological products, (no disgnostic substances) • New York
Morgan Stanley & Co. LLCCall Option Transaction • 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.
1 EXHIBIT 99.4 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of the 19th day of December, 2000 by and between NOVAVAX, INC., a Delaware corporation (the "Company"), and KING PHARMACEUTICALS, INC., a Tennessee...Investor Rights Agreement • January 2nd, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT AGREEMENT (the "Employment Agreement" or this "Agreement") dated as of the 15 day of May, 1997, between Novavax, Inc., a Delaware corporation having its principal office at 8320 Guilford Road, Columbia, Maryland...Employment Agreement • March 31st, 1998 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
EMPLOYMENT AGREEMENTEmployment 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”).
RIGHTS AGREEMENT by and between NOVAVAX, INC. and EQUISERVE TRUST COMPANY, N.A., as Rights Agent Dated as of August 8, 2002Rights 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”).
AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • February 27th, 2017 • Novavax Inc • Biological products, (no disgnostic substances) • New York
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • September 15th, 2009 • Novavax Inc • 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:
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT (the "Employment Agreement" or this "Agreement") effective as of the 5th day of March, 1998, between Novavax, Inc., a Delaware corporation having its principal office at 8320 Guilford Road, Columbia,...Employment Agreement • April 15th, 1999 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 10.3 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENTExclusive License and Distribution Agreement • January 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
WITNESSETH:License and Supply Agreement • March 9th, 2000 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
NOVAVAX, INC. Common Stock (par value $0.01 per share) AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • November 10th, 2020 • Novavax Inc • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTAt Market Issuance Sales Agreement • May 18th, 2020 • Novavax Inc • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT AGREEMENT (the "Employment Agreement" or this "Agreement") effective as of the 23rd day of February, 1998, between Novavax, Inc., a Delaware corporation having its principal office at 8320 Guilford Road, Columbia,...Employment Agreement • April 15th, 1999 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JPCall Option Transaction • 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 JPMorgan Chase Bank, National Association, London Branch (“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.
