AGREEMENT made as of March 21, 2002 by and between Denis M. O’Donnell, M.D., residing at 5 Westgate Road,
Winchester, Massachusetts 01890 (the “Pledgor”) and Novavax, Inc., a Delaware corporation with an address 8320 Guilford
Road, Columbia, Maryland 21046 (the “Pledgee”).
WHEREAS, the Pledgor has borrowed monies from the Pledgee to acquire stock of Pledgee upon the exercise of options held
by Pledgor, as evidenced by a Secured Promissory Note of even date herewith (the “Note”); and
WHEREAS, as a condition to the Note the Pledgee requires that the Pledgor pledge all shares of capital stock acquired
pursuant to the exercise of such stock options;
NOW, THEREFORE, in consideration of the foregoing and for $1.00 and other good and valuable consideration, the receipt
of which the Pledgor hereby acknowledges, the Pledgor hereby agrees as follows:
1. Pledge. The Pledgor hereby assigns, transfers, sets over and pledges to the Pledgee as collateral to secure the payment
and performance of any and all liabilities and obligations of the Pledgor to the Pledgee arising under the Note, 166,667 shares of
common stock of Novavax, Inc. (the “Pledged Shares”), and herewith delivers to the Pledgee the certificates evidencing the
same, endorsed in blank or with duly executed stock powers attached.
2. Representations; Covenants. The Pledgor represents and warrants that he has good and marketable title to all of the
Pledged Shares, free and clear of any mortgage, pledge, lien, encumbrance or charge of any nature whatsoever, except the
pledge created by this Agreement in favor of the Pledgee, and duly and validly pledged hereby with the Pledgee in accordance
with applicable law. The Pledgor covenants that it will defend the Pledgee’s right, title, special property and security interest in
and to the Pledged Shares against the claims of all persons whomsoever.
3. Rights Prior to Declaration of Default.
4. Default. If a