50 of the Top 250 law firms use our Products every day
AMENDED AND RESTATED PROMISSORY
NOTE
|
|
|
|
|
|
|
|
|
$578,848.22
|
|
Date: May 7, 2008
|
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 effected.
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 stock, as
reported on NASDAQ Global Market, is at or exceeds the
corresponding Sale Price set forth on Exhibit B , or as
directed by Maker in accordance with the terms of the Pledge
Agreement, and the program for the Sale of Collateral by the Agent
is not otherwise suspended as per the terms of Section 2.
(d) of the Pledge Agreement, the Agent (as defined in the
Pledge Agreement) shall sell all of the Collateral (a
“
|
