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
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...Rights Agreement • January 2nd, 2001 • 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
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...Novavax Inc • March 4th, 1997 • 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...Rights Agreement • September 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances)
30,303,050 Shares of Common Stock par value $0.01 4,545,457 Option Shares Novavax, Inc. UNDERWRITING AGREEMENTNovavax 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 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).
AT MARKET ISSUANCE SALES AGREEMENTNovavax 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 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”.
1 EXHIBIT 4.4 NOVAVAX, INC.Stock Purchase Agreement • October 17th, 1996 • 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”).
NOVAVAX, INC. - and -Licence Agreement • March 9th, 2000 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
AGREEMENT FORAgreement • 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
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
At Market Issuance Sales AgreementNovavax 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. LLCLetter 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 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
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
NOVAVAX, INC. Common Stock (par value $0.01 per share) AT MARKET ISSUANCE SALES AGREEMENTNovavax Inc • November 10th, 2020 • Biological products, (no disgnostic substances) • New York
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”).
EXHIBIT 10.7 2 AGREEMENT OF LEASE by and between RIVERS CENTER ASSOCIATES LIMITED PARTNERSHIP (Landlord) and NOVAVAX, INC. (Tenant) R & D LeaseAgreement • March 21st, 1997 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland
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
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”).
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 AGREEMENTNovavax 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 AgreementNovavax 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 2023And • 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 AGREEMENTNovavax Inc • May 18th, 2020 • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 10.3 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENTExclusive License and Distribution Agreement • January 19th, 2001 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
1 EXHIBIT 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Employment Agreement" or this "Agreement") dated as of July 24, 1998, between Novavax, Inc., a Delaware corporation having its principal...Employment Agreement • April 15th, 1999 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware
At Market Issuance Sales AgreementMarket 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:
