Exhibit 4.1


See Restrictive Legends on Reverse
Side of Certificate


 


 


Incorporated Under the
Laws of the 


State of Delaware


 


 


	**P-	**	**	**


 


Novavax,
Inc.


Series A Convertible Preferred Stock


 


 


THIS
CERTIFIES THAT _______________________________ is
the owner of _______________________________________________________________
(_______________)


shares of the Series
A Convertible Preferred Stock of


 





Novavax,
Inc.


 


transferable
only on the records of the corporation upon surrender of this certificate, properly endorsed or assigned.


 


This certificate
and the shares it represents are subject to the laws of the State of Delaware, provisions of the Second Amended and Restated Certificate
of Incorporation of the corporation, as amended, and the Amended and Restated By-Laws of the corporation, and any amendments thereto,
as well as the restrictive legends on the back of this certificate, to all of which the holder of this certificate, by acceptance
hereof, assents. Upon request, stockholders may obtain free of charge from the corporation’s principal office a statement
describing the preferences, limitations and relative rights granted to or imposed upon each class or series of shares or upon the
holders of such shares.


 


IN
WITNESS WHEREOF, the said corporation has caused this certificate to be signed by its duly authorized officers and its corporate
seal to be hereunto affixed this ____ day of __________, __________.


 


	 	 	 
	Senior Vice President, General Counsel	 	Senior Vice President, Chief Business 
	and Corporate Secretary	 	Officer and Chief Financial Officer
	 	 	 


 




     


     


    




 


FOR VALUE RECEIVED, the undersigned,                                                ,
hereby sell(s), assign(s) and transfer(s) unto                                                ,                                                 Shares
represented by the Certificate, and do(es) hereby irrevocably constitute and appoint                                                                                                Attorney
to transfer the said Shares on the books of the named corporation with full power of substitution in the premises.


 


Dated                                                


 


	In the Presence Of: 	 	 	 
	 	(Witness)	 	(Stockholder)


 


NOTICE: The signature of this assignment must
correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or
any change whatsoever.


 


 


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED OTHER THAN (1) TO THE CORPORATION, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. BY PURCHASING THIS SECURITY,
THE HOLDER REPRESENTS AND AGREES FOR THE BENEFIT OF THE CORPORATION THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION. THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.


 


THE
HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHOUT THE CORPORATION’S PRIOR WRITTEN CONSENT, WHICH MAY BE WITHHELD AT ITS ABSOLUTE DISCRETION.