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 2023Indenture • 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.
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandBase Call Option Transaction • January 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.
Morgan Stanley & Co. LLC New York, NY 10036Base Call Option Transaction • January 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.
NOVAVAX, INC. $300,000,000 3.75% Convertible Notes due 2023 Purchase AgreementPurchase Agreement • January 29th, 2016 • Novavax Inc • Biological products, (no disgnostic substances) • New York
Novavax, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $300,000,000 principal amount of its 3.75% Convertible Notes due 2023 (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to U.S. $30,000,000 additional principal amount of such Notes (the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities are convertible into shares of Common Stock, par value U.S. $0.01 per share (the “Common Stock”), of the Company on the terms, and subject to the conditions, set forth in the Indenture (as defined below). Any Common Stock into which the Securities are convertible is referred to herein as the “Underlying Securities”. The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, betwee
