exv4w1






Exhibit 4.1




COMMON STOCK PURCHASE WARRANT




To Purchase                      Shares of Common Stock of




Novavax, Inc.




     THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received,                      (the
“Holder”), is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after January 31, 2009 (the six month
anniversary of the issue date) (the “Initial Exercise Date”) and on or prior to the close
of business on July 31, 2013 (the “Termination Date”) but not thereafter, to subscribe for
and purchase from Novavax, Inc., a corporation incorporated in the State of Delaware (the
“Company”), up to                                 shares (the “Warrant Shares”) of Common Stock, par
value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one
share of Common Stock (the “Exercise Price”) under this Warrant shall be $3.62, subject to
adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not
otherwise defined in their initial use shall have the meanings set forth in Section 17 herein.



     1. Title to Warrant. Prior to the Termination Date and subject to compliance with
applicable laws and Section 7 of this Warrant, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the Holder in person
or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed.



     2. Authorization of Shares. The Company covenants that all Warrant Shares which may
be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue) and such Warrant
Shares will not be subject to any statutory or contractual preemptive rights or other rights to
subscribe for or purchase or acquire any shares of Common Stock, which have not been waived or
complied with.



     3. Exercise of Warrant.



          (a) Exercise of the purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date and on or before the Termination Date by the delivery
of the Notice of Exercise Form annexed hereto duly executed, and the surrender of this Warrant to
follow within three (3) Trading Days thereafter at the office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the registered Holder at the
address of such Holder appearing on the books of the Company) and upon payment of the Exercise
Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States
bank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to
receive a certificate for the number of Warrant Shares so purchased. Certificates for shares
purchased hereunder shall be delivered to the Holder within three (3) Trading Days after the date
on which this Warrant shall have been exercised as



 









 






aforesaid, provided that, if the Company is able to do so, it will deliver the shares
electronically through the facilities of the Depository Trust Company’s DWAC System, or any similar
successor system. This Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and the Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise
Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the
issuance of such shares, have been paid. If the Company fails to deliver to the Holder a
certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the
close of business on the third Trading Day after the date of exercise, then the Holder will have
the right to rescind such exercise. In addition to any other rights available to the Holder, if
the Company fails to deliver to the Holder a certificate or certificates representing the Warrant
Shares pursuant to an exercise by the close of business on the third Trading Day after the date of
exercise, and if after such third Trading Day the Holder is required by its broker to purchase, or
if the broker purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy In”), then the Company shall (1) pay in cash to the
Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(A) the number of Warrant Shares that the Company was required to deliver to the Holder in
connection with the exercise at issue times (B) the price at which the sell order giving rise to
such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not
honored or deliver to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder. For example,
if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy In
with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence
the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy In, together with
applicable confirmations. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant
to the terms hereof.




          (b) If this Warrant shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new
Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with this Warrant.




          (c) Notwithstanding anything in this Warrant to the contrary, the Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent
that either before or after giving effect to such issuance after exercise, the Holder (together
with the Holder’s Affiliates), as set forth on the applicable Notice of Exercise, would
beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to such issuance. For purposes of the foregoing sentence, the



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number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to
which the determination of such sentence is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (1) exercise of the remaining, nonexercised portion of
this Warrant beneficially owned by the Holder or any of its Affiliates and (2) exercise or
conversion of the unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by the Holder or any of
its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For
purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the
Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public
announcement by the Company or (z) any other written notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or
oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing
to the Holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Company Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by the Holder or its
Affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the Holder may waive the provisions of this Section
but any such waiver will not be effective until the 61st day after such notice is delivered to the
Company, nor will any such waiver effect any other Holder.




          (d) This Warrant may be exercised by means of a “cashless exercise” in which the Holder shall
be entitled to receive a certificate for the number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:





	 	(A)	= 	the Closing Price on the Trading Day immediately preceding the date of such
election;
	 
	 	(B)	= 	the Exercise Price of this Warrant, as adjusted; and
	 
	 	(X)	= 	the number of Warrant Shares then issuable upon such exercise of this Warrant
in accordance with the terms of this Warrant by means of a cash exercise rather than a
cashless exercise.





     4. No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share
which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.



     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be
made without charge to the Holder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the



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Company, and such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto.



     6. Closing of Books. The Company will not close its stockholder books or records in
any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.



     7. Transfer, Division and Combination.



          (a) Subject to compliance with any applicable securities laws and the conditions set forth in
Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in
part, so long as the amount of Warrant Shares obtainable upon exercise of the portion of the
Warrant so transferred is equal to the lesser of 50,000 shares or the total number of Warrant
Shares represented by such Warrant), upon surrender of this Warrant at the principal office of the
Company, together with a written assignment of this Warrant substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned,
may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant
issued.




          (b) This Warrant may be divided or combined with other Warrants upon presentation hereof at
the aforesaid office of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the Holder or its agent or
attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.




          (c) The Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 7.




          (d) The Company agrees to maintain, at its aforesaid office, books for the registration and
the registration of transfer of the Warrants.




          (e) If, at the time of the surrender of this Warrant in connection with any transfer of this
Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of
this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which
opinion shall be in form, substance and scope customary for opinions




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of counsel in comparable transactions) to the effect that such transfer may be made without
registration under the Securities Act and under applicable state securities or blue sky laws,
(ii) that the holder or transferee execute and deliver to the Company an investment letter in form
and substance acceptable to the Company and (iii) that the transferee be an “accredited investor”
as defined in Rule 501(a) promulgated under the Securities Act.




     8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder
to any voting rights or other rights as a shareholder of the Company with respect to the Warrant
Shares prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the
aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such shares as of the
close of business on the later of the date of such surrender or, if applicable, payment.



     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to it and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will
make and deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.



     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or
a legal holiday, then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.



     11. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind
of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject
to adjustment from time to time upon the happening of any of the following. In case the Company
shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock
to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise
of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to
receive the kind and number of Warrant Shares or other securities of the Company which it would
have owned or have been entitled to receive had such Warrant been fully exercised in advance
thereof (without regard to the limitation in Section 3(c)). Upon each such adjustment of the kind
and number of Warrant Shares or other securities of the Company which are purchasable hereunder,
the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share or other security
obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and then
dividing the product thereof by the number of Warrant Shares or other securities of the Company
that are purchasable pursuant hereto immediately after such adjustment. An adjustment made
pursuant to this paragraph shall become



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effective immediately after the effective date of such event retroactive to the record date,
if any, for such event.



     12. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.



          (a) In case the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to the Common Stock of the
Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets
or business to another corporation (each, a “Fundamental Transaction”) and, pursuant to the
terms of such Fundamental Transaction, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or in lieu of common
stock of the successor or acquiring corporation (“Other Property”), are to be received by
or distributed to the holders of Common Stock of the Company, then the Holder shall have the right
thereafter to receive upon exercise of this Warrant, the number of shares of common stock of the
successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such Fundamental Transaction by a Holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such event
assuming, for this purpose, that the Warrant is exercisable in full immediately prior to such event
(without regard to the limitation in Section 3(c)). If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction. In case of any such Fundamental Transaction, the
successor or acquiring corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities hereunder, subject to
such modifications as may be deemed appropriate (as determined in good faith by resolution of the
Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which
this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments
provided for in this Section 12. For purposes of this Section 12, “common stock of the successor
or acquiring corporation” shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such corporation and which is
not subject to redemption and shall also include any evidences of indebtedness, shares of stock or
other securities which are convertible into or exchangeable for any such stock, either immediately
or upon the arrival of a specified date or the happening of a specified event and any warrants or
other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section
12 shall similarly apply to successive Fundamental Transactions.




          (b) Notwithstanding anything to the contrary, in the event of a Fundamental Transaction (where
the Company is not the surviving corporation), or a sale, transfer or disposition of all or
substantially all of the Company’s property, assets, business or capital stock to another
corporation and where any of (1) the consideration paid to the holders of the Common Stock consists
solely of cash, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities
Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not
traded on a Trading Market (each, a “Black-Scholes Takeout Event”), then,



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at the request of the Holder delivered at any time prior to the consummation of such
Fundamental Transaction, the Company (or the successor entity to this Warrant) shall, within five
Business Days after the consummation of any such Black-Scholes Takeout Event, purchase this Warrant
from the Holder by paying to the Holder, cash in an amount equal to the value of the remaining
unexercised portion of this Warrant on the date of such Black-Scholes Takeout Event, which value
shall be determined by use of the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the public announcement of the
applicable Fundamental Transaction and reflecting (i) a price per share of Common Stock equal to
the Weighted Average Price of the Common Stock for the Trading Day immediately preceding the date
of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as
of the consummation of the applicable Fundamental Transaction and (iii) an expected volatility
equal to the greater of (A) 60% and (B) the 100-day volatility obtained from the HVT function on
Bloomberg determined as of the Trading Day immediately after the announcement of the Fundamental
Transaction.




     13. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice
shall state the number of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or
property) after such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.



     14. Notice of Corporate Action. If at any time:



          (a) the Company shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or other distribution, or any right to subscribe for or
purchase any evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right, or




          (b) there shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or merger of the Company
with, or any sale, transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation, including without limitation any event of the
type described in Section 12 hereof, or




          (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the
Company,



then, in any one or more of such cases, the Company shall give to Holder (i) at least 15 days’
prior written notice of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up,
and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 15 days’ prior written
notice of the date when the same shall take place. Such notice in accordance with the foregoing
clause also


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shall specify (A) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to
any such dividend, distribution or right, and the amount and character thereof, and (B) the date on
which any such reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the time, if any such time
is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant
Shares for securities or other property deliverable upon such disposition, dissolution, liquidation
or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in accordance with
Section 16(c). Failure to provide such notice shall not affect the validity of any action taken in
connection with such dividend, distribution, subscription or purchase rights, or proposed
reorganization, reclassification, recapitalization, merger, consolidation, sale, transfer,
disposition, conveyance, dissolution, liquidation or winding up.




     15. Authorized Shares. The Company covenants that during the period the Warrant is
outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed.



          Except and to the extent as waived or consented to by the Holder, the Company shall not by any
action, including, without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such actions as may be necessary or appropriate to protect the
rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in par value, (b)
take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and
(c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.




          Before taking any action which would result in an adjustment in the number of Warrant Shares
for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.




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     16. Miscellaneous.



          (a) Jurisdiction. This Warrant shall constitute a contract under the laws of
Delaware, without regard to its conflict of law, principles or rules.




          (b) Non-Waiver. No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice
Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the
Termination Date.




          (c) Notices. Any notice, request or other document required or permitted to be given
or delivered to the Holder by the Company shall be delivered in accordance with the notice
provisions of the Purchase Agreement; provided upon any permitted assignment of this Warrant, the
assignee shall promptly provide the Company with its contact information.




          (d) Limitation of Liability. No provision hereof, in the absence of any affirmative
action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of
the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.




          (e) Remedies. Holder, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific performance of its rights under
this Warrant. The Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive the defense in any action for specific performance that a remedy at law would be adequate.




          (f) Successors and Assigns. Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of Holder. The provisions of
this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by any such Holder or holder of Warrant Shares.




          (g) Amendment. This Warrant may be modified or amended or the provisions hereof
waived only with the written consent of the Company and the Holder.




          (h) Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.




          (i) Headings. The headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this Warrant.




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     17. Additional Definitions.



          (a) “Affiliate” means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person as such terms
are used in and construed under Rule 144. With respect to a Holder, any investment fund or managed
account that is managed on a discretionary basis by the same investment manager as such Holder will
be deemed to be an Affiliate of such Holder.




          (b) “Business Day” means any day except Saturday, Sunday and any day which shall be a
federal legal holiday or a day on which banking institutions in the State of New York are
authorized or required by law or other governmental action to close.




          (c) “Closing Price” means on any particular date (a) the last reported closing bid
price per share of Common Stock on such date on the Trading Market (as reported by Bloomberg L.P.
at 4:15 PM (New York time) as the last reported closing bid price for regular session trading on
such day), or (b) if there is no such price on such date, then the closing bid price on the Trading
Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 PM (New York
time) as the closing bid price for regular session trading on such day), or (c) if the Common
Stock is not then listed or quoted on the Trading Market and if prices for the Common Stock are
then reported in the “pink sheets” published by the Pink Sheets LLC (formerly the National
Quotation Bureau Incorporated) (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) if
the shares of Common Stock are not then publicly traded the fair market value of a share of Common
Stock as determined in good faith by the Company’s Board of Directors.




          (d) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (e) “Investor” means a purchaser signatory to the Purchase Agreement (or his, her or
its successors or assigns).




          (f) “Person” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.




          (g) “Purchase Agreement” means collectively those certain Subscription Agreements
dated July 28, 2008 between the Company and the purchasers signatory thereto.




          (h) “Registration Statement” means a registration statement filed with the Securities
and Exchange Commission.




          (i) “Rule 144” means Rule 144 promulgated by the Securities and Exchange Commission
pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Securities and Exchange Commission having substantially the
same effect as such Rule.




          (j) “Securities Act” means the Securities Act of 1933, as amended.




10









 








          (k) “Trading Day” means (A) a day on which the Common Stock is traded on a Trading
Market (as defined below), or (B) if the Common Stock is not listed on a Trading Market, a day on
which the Common Stock is traded on the over the counter market, as reported by the OTC Bulletin
Board, or (C) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the
Common Stock is quoted in the “pink sheets” published by the Pink Sheets LLC (formerly the National
Quotation Bureau Incorporated) (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as
set forth in (A), (B) and (C) hereof, then Trading Day shall mean a Business Day.




          (l) “Trading Market” means the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: The American Stock Exchange, the
New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq
Capital Market.




[Signature Page Follows]




11









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized.



	 	 	 	 	 
	Dated: July 31, 2008 	NOVAVAX, INC.

 	 
	 
	 	By:  	 	 
	 	 	Len Stigliano 	 
	 	 	Vice President, Treasurer and Chief
Financial Officer 	 
	 




12









 





NOTICE OF EXERCISE




To: Novavax, Inc.




     (1) The undersigned hereby elects to purchase                      Warrant Shares of Novavax, Inc.
pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.



     (2) Payment shall take the form of (check applicable box):




	 	o	 	in lawful money of the United States; or
	 
	 	o	 	the cancellation of such number of Warrant Shares as is
necessary, in accordance with the formula set forth in subsection 3(d), to
exercise this Warrant with respect to the maximum number of Warrant Shares
purchasable pursuant to the cashless exercise procedure set forth in subsection
3(d).





     (3) Please issue a certificate or certificates representing said Warrant Shares in the name of
the undersigned or in such other name as is specified below:


                                                            



The Warrant Shares shall be delivered to the following:



                                                            



                                                            



                                                            




     (4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation
D promulgated under the Securities Act of 1933, as amended.



	 	 	 	 	 	 	 
	 	 	[PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 





ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form

and supply required information.

Do not use this form to exercise the warrant.)




     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned
to



                                                                  whose address is  
                   



                                                                 



Dated:                                         ,                     




	 	 	 	 	 
	 

	 	Holder’s Signature:
	 	                                                            
	 
	 	 	 	 
	 

	 	Holder’s Address:
	 	                                                            







                                                            



Signature Guaranteed:                                                             



NOTE: The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.