PLEDGE AGREEMENT
Exhibit 10.12
AGREEMENT made as of March 21, 2002 by and between Xxxxx X. X’Xxxxxxx, M.D., residing at 0 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (the “Pledgor”) and Novavax, Inc., a Delaware corporation with an address 0000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 (the “Pledgee”).
3. Rights Prior to Declaration of Default.
(a) Unless an Event of Default (as hereafter defined) shall have occurred and be continuing, the Pledged Shares shall continue to be registered in the name of the Pledgor and the Pledgor shall have the right to vote the same at all stockholders meetings at which the same or any part thereof may be voted and to receive any cash dividends (other than liquidating or similar dividends) allocable thereto. Stock dividends and any other distribution with respect to the Pledged Shares shall be pledged as additional collateral and held by the Pledgee subject to the terms and conditions hereof. |
(b) If the stock of any corporation whose shares are pledged hereunder shall be changed into or exchanged for a different number of kind of shares of stock or other securities of such corporation or of another corporation, whether through merger, consolidation, reorganization, recapitalization, stock split, or combination of shares, there shall be substituted |
for each of the Pledged Shares held by the Pledgee under this Agreement the number of shares of stock or other securities into which each outstanding share of such capital stock shall be so changed or for which each share shall be exchanged. The Pledgor hereby agrees that any securities so substituted for the Pledged Shares pursuant to the terms of such change or exchange shall be delivered directly to the Pledgee, to be held and disposed of by the Pledgee in accordance with the terms and provisions of this Agreement. The Pledgor authorizes the Pledgee to surrender the Pledged Shares or take whatever other action is required to be taken with respect to the Pledged Shares under the terms of such change or exchange and further agrees to execute and deliver to the Pledgee such stock powers as may be necessary to carry out the purposes of this Agreement in view of such substitution. |
4. Default. If any of the following events (“Events of Default”) shall occur:
(a) The Pledgor shall be in breach of any covenant contained herein or in the Note; or |
(b) If the Pledgor shall admit in writing its inability to pay its debts; or make an assignment for the benefit of creditors or suffer a receiver or trustee for all or substantially all of its property to be appointed and, if appointed without its consent, not to be discharged within 60 days; or suffer proceedings under any law relating to bankruptcy, insolvency or the reorganization or relief of debtors to be instituted by or against it and, if contested by it, not to be dismissed or stayed within 60 days; or suffer any judgment to be entered against it, or any writ of attachment or execution or any similar process to be issued or levied against a substantial part of its property, which judgment, writ or process is not satisfied, discharged, released, stayed, bonded or vacated within 60 days after its entry, issue or levy; |
then, and in every such event, the Pledgee may declare the Pledgor in default and exercise the rights and remedies of a secured party under the Uniform Commercial Code and any other rights and remedies set forth in this Agreement. |
(a) If an Event of Default shall have occurred and be continuing, the Pledgee is hereby irrevocably authorized to cause the Pledged Shares to be transferred into its name or the name of its nominee on the books of the corporation issuing the same; provided, however, that all such Pledged Shares so transferred shall continue to be held and disposed of by the Pledgee in accordance with this Agreement. The Pledgor agrees that any transfer of the Pledged Shares pursuant to this paragraph shall not be deemed a sale or disposition under the provisions of Article 9 of the Uniform Commercial Code nor an acceptance of such stock in satisfaction of the obligations of the Pledgor to the Pledgee or any portion thereof. |
(b) The Pledgee, upon compliance with any mandatory requirements of laws, but without further demand, attachment or notice of any kind, all of which are hereby expressly waived by the Pledgor, may sell the Pledged Shares, in whole at any time or in part from time to time, for cash, upon credit or for future delivery, at public sale or at any brokers’ board or exchange or at private sale, all at the option and in the complete discretion of the Pledgee. The |
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Pledgee may be a purchaser at any such public or private sale and may apply the amount outstanding on obligations of the Pledgor to the Pledgee, plus interest accrued, towards the payment of the purchase price of the Pledged Shares. Any such sale shall be free from any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released by the Pledgor. |
(c) In case of any sale by the Pledgee of any of the Pledged Shares on credit or for future delivery, the Pledged Shares sold may be retained by the Pledgee until the sales price is paid by the purchaser, but the Pledgee shall incur no liability in case of failure of the purchaser to take up and pay for the Pledged Shares so sold. In case of any such failure, such Pledged Shares so sold may be again similarly sold. |
(d) After deducting all costs or expenses of every kind, including reasonable attorneys’ fees, the Pledgee shall apply the proceeds from the sale of the Pledged Shares towards payment of all outstanding obligations of the Pledgor to the Pledgee under the Note. Any proceeds remaining after the payment in full of all such obligations shall be paid by the Pledgee to the Pledgor or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. |
(e) Except as otherwise expressly provided herein, after an Event of Default the Pledgee may deal with the Pledged Shares and the proceeds thereof in all respects as if the Pledged Shares and the proceeds thereof were its own property. |
(f) No course of dealing or delay in taking or failure to take any action with respect to any Event of Default shall affect the Pledgee’s right to take such action at a later time. No waiver as to any one Event of Default shall affect the Pledgee’s rights upon any other Event of Default. |
(g) The Pledgee may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independent of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Pledgor to the Pledgee. |
(h) The requirement of the Uniform Commercial Code that the Pledgee give the Pledgor reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven days before the time of such sale or disposition. |
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10. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, and shall have the effect of a sealed instrument.
NOVAVAX, INC | ||
By: |
Xxxxx X. X’Xxxxxxx, M.D. |
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