AMENDED AND RESTATED PROMISSORY NOTE
FOR VALUE RECEIVED, Mitchell J. Kelly (the “Maker”) hereby promises to pay to the order of Novavax,
Inc. (the “Company”) the principal sum of Five Hundred Thousand Eight Hundred Forty Eight Dollars and
Twenty Two Cents ($578,848.22), payable as provided below, upon the terms hereinafter set forth.
Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 8.0% per
annum, computed on the basis of the actual number of days elapsed and a year of 365 days from the date of this
Note until the principal amount and all interest accrued thereon are paid in full.
Subject to earlier payments, including Prepayments, payments hereunder will be made by the Maker to the
Company in quarterly installments of principal and interest at the rate of 8.0% per annum on the unpaid balance,
as set forth in Exhibit A hereto (the “Quarterly Payments”). Maker has reserved the right at any time to make
payments before they are due without penalty or premium. Any payment made by Maker before it is due, other
then the application of proceeds from a Sale as described below, for any reason is known as a Prepayment.
Whenever the Collateral (as hereinafter defined) is delivered in payment of all or any portion of the outstanding
principal or accrued interest due hereunder, such Collateral shall be valued at the price at which the Sale is
Pursuant to an Amended and Restated Pledge Agreement between Maker and the Company of even date
herewith (the “Pledge Agreement”), to secure the prompt payment when due of all of the obligations of Maker
hereunder, Maker hereby pledged, assigned, hypothecated, transferred, and delivered to the Company a lien on
and security interest in Ninety-Five Thousand (95,000) shares of common stock of the Company owned by
Maker (the “Collateral”). At any time during the relevant periods set forth on Exhibit B that the trading price of
the Company’s common st