STOCK AND WARRANT PURCHASE AGREEMENT
This Stock and Warrant Purchase Agreement (the "Agreement") is made as of April 14, 1999 between
Novavax, Inc., a Delaware corporation (the "Company"), and the purchasers who are signatories hereto (the
WHEREAS, the Company wishes to sell and the Purchasers desire to purchase shares of the Company's
Common Stock, $.01 par value per share (the "Shares") and warrants for the purchase of shares of Common
Stock exercisable for a term of three years from the date of issuance at an exercise price equal of $3.75 per
share (the "Warrants"), as such are being offered by the Company pursuant to a Private Placement Memorandum
dated January 25, 1999 (together with its Appendices, the "Memorandum");
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Purchase and Sale of Shares and Warrants.
1.1 Sale to the Purchasers. Subject to the terms and conditions hereof, the Company will issue and sell to the
Purchasers, and each Purchaser will purchase from the Company the nearest whole number of Shares that can be
purchased at the Purchase Price (as defined in Section 1.4) on the Closing Date for the dollar amount of the
Purchaser's Investment (a "Purchaser's Investment Amount") as set forth opposite such Purchaser's name on the
signature page hereto. The obligations of each Purchaser hereunder are several and not joint and no Purchaser
shall be obligated to purchase any number of Shares in excess of the number that may be acquired for such
Purchaser's Investment Amount.
1.2 Warrants. Each Share sold shall be sold together with a Warrant, substantially in the form of the Warrant
appearing as Exhibit B hereto, for the purchase of 0.25 additional shares of Common Stock (the "Warrant
Shares") at an exercise price equal of $3.75 per share.
1.3 Aggregate Sale. Pursuant to this Agreement, the Company shall sell Shares for aggregate Purchaser's
Investment Amounts totaling between $2,000,000 and $6,000,000.