STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “ Agreement ”) is dated March 31, 2009, by and between Satellite
Overseas (Holdings) Limited (the “ Investor ”) and Novavax, Inc., a Delaware corporation (the “ Company ”),
whereby the parties agree as set forth herein. Certain terms are defined in Section 10 of this Agreement.
WHEREAS , the Company and the Investor have entered into an agreement (the “JV Agreement”) to form
a joint venture to develop and commercialize vaccines, including vaccines that leverage the Company’s VLP
technology and vaccines based on Investor’s technology, for sale within the Indian market and to establish local
manufacturing capability in India based on the Company’s novel disposable vaccine production system under
licensing rights to be obtained from the Company;
WHEREAS, the Company and the Investor have entered into a Master Services Agreement under which
Investor and/or its affiliates will perform certain services for the Company; and
WHEREAS , in connection with the anticipated joint venture, Investor has agreed to make an equity
investment in the Company, in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE , in consideration of the premises and the mutual promises herein made, and in
consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.
1. Subscription .
(a) Investor agrees to buy and the Company agrees to sell and issue to Investor 12,500,000 shares
(the “ Shares ”) of the Company’s common stock, $0.01 par value per share (the “ Common Stock ”), for an
aggregate purchase price of $11,000,000, at a per share purchase price of $0.88 (the “ Purchase Price ”).
(b) The Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-
138893 (the “ Registration Statement ”), which registration statement has been declared effective by the