Novavax (NVAX) Enters Market Issuance Sales Agreement for up $500 Million

Novavax (NASDAQ: NVAX) disclosed:

Novavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc., a Delaware corporation (the “Agent”), as follows:

1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as agent or principal, up to $500,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), provided, however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares (as defined below) that (a) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) or (c) exceeds the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to sell securities.

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