AMENDED AND RESTATED PLEDGE AGREEMENT
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made and entered into as
of this 7th day of May, 2008 by and among MITCHELL J. KELLY, an individual (the “Borrower”) and
NOVAVAX, INC., a Delaware corporation (the “Company”).
A. WHEREAS, in 2002, the Company had a pre-existing plan whereby Novavax corporate officers and
directors who had received Novavax stock options were eligible to exercise such options with payment in the
form of a non-recourse interest-bearing promissory note.
B. WHEREAS, in 2002, the Borrower exercised his right to pay the exercise price of 95,000 options
received by Borrower through the delivery of a full recourse, interest-bearing promissory note (the “Original
Note”) in the amount of $447,600, which accrued interest monthly at the rate of 5.07%.
C. WHEREAS, such Original Note was secured by 95,000 shares of common stock of the Company (the
“Collateral”) pursuant to a pledge agreement between the Borrower and the Company, dated as of March 21,
2002 (the “Original Pledge Agreement”).
D. WHEREAS, the Original Note was initially payable upon the earlier to occur of the following: (a) payable
in full upon the date on which the Borrower ceased for any reason to be a director of the Company, (b) payable
in part to the extent of net proceeds, upon the date on which the Borrower sold all or any portion of the
Collateral, or (c) payable in full on March 21, 2007.
E. WHEREAS, in May 2006, the Borrower resigned as a director of the Company. Concurrent with
Borrower’s resignation, the Company extended the maturity of the Original Note, to be payable upon the earlier
to occur of the following: (a) payable in part to the extent of net proceeds upon, the date on which the Borrower
sold all or any portion of the Collateral, or (b) payable in full on December, 31, 2007.
F. WHEREAS, in December 2007, the Borrower and the Company entered into discussions concerning