INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between GENELUX CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
Genelux Corporation AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________ GENELUX CORPORATION FORM OF PREFERRED STOCK WARRANT AGREEMENTWarrant Agreement • February 2nd, 2024 • GENELUX Corp • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Genelux Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Genelux Corporation Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • February 2nd, 2024 • GENELUX Corp • Pharmaceutical preparations • New York
Genelux Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Guggenheim Securities, LLC (the “Agent”), as follows:
GENELUX CORPORATION AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________ GENELUX CORPORATION FORM OF DEBT SECURITIES WARRANT AGREEMENTWarrant Agreement • February 2nd, 2024 • GENELUX Corp • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between GENELUX CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2022 • Genelux Corp • Pharmaceutical preparations • New York
The undersigned, Genelux Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company LLC (the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
September 9, 2022 Douglas Samuelson, CPA (inactive)Genelux Corp • January 10th, 2023 • Pharmaceutical preparations
Genelux Corporation (the “Company”) is pleased to offer you at-will employment in the position of Vice President, Finance on the terms and conditions set forth in this letter agreement (this “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2023 • GENELUX Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of June 9, 2023, is made by and among Genelux Corporation, a Delaware corporation (the “Company”), and the Purchasers listed on the signature pages hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
ContractGENELUX Corp • August 14th, 2023 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREIN, UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LEASE [San Diego Science Center / Genelux Corporation]Lease • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations
GENELUX CORPORATION INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • California
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 8, 2010 by and among Genelux Corporation, a Delaware corporation (the “Company”), Abbott Laboratories, an Illinois corporation (“Abbott”), and Dr. Szalay (the “Founder”).
INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE—GROSS MODIFIED DATED JULY 2, 2018 BY AND BETWEEN GENELUX CORPORATION, A DELAWARE CORPORATION AND MARINDUSTRY PARTNERS, LP, A CALIFORNIA LIMITED PARTNERSHIPGenelux Corp • May 20th, 2022 • Pharmaceutical preparations
August 25, 2023GENELUX Corp • November 14th, 2023 • Pharmaceutical preparations
Genelux Corporation (the “Company”) is pleased to offer you continuing at-will employment in the position of Chief Financial Officer, on the terms and conditions set forth in this letter agreement (this “Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENTLicense Agreement • May 20th, 2022 • Genelux Corp • Pharmaceutical preparations • California
Genelux Corporation, a Delaware corporation with its principal place of business at 3030 Bunker Hill Street, Suite 310, San Diego, CA 92109 (“Licensor”), and
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • California
This Convertible Note Purchase Agreement (the “Agreement”) is made and entered on this ___th day of _____, 2019, (the “Effective Date”) by and between [name] (“Lender”), and GENELUX CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“Borrower”).
UMBRELLA AGREEMENT REGARDING _______ FAMILY INVESTMENTS IN GENEUX CORPORATIONUmbrella Agreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations
This umbrella agreement (“Agreement”) is entered into this ___ day of ____ between Genelux Corporation, 3030 Bunker Hill Street, #310, San Diego, CA 92109 (hereafter “Company”) and the following individuals and entities (collectively, the “_______”):
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENTLicense Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • Delaware
Genelux Corporation, a Delaware corporation with its principal place of business at 2625 Townsgate Road, Westlake Village, CA 91361 (“Licensor”), and
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT between Genelux...License Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • California
This License Agreement (this “Agreement”) is made and entered into as of September 27, 2021 (the “Effective Date”) by and between Genelux Corporation, a company registered according to the laws of and incorporated in Delaware, with its principal place of business at 2625 Townsgate Road, Suite 230, Westlake Village, CA (“Genelux”) and Newsoara BioPharma Co. Ltd, a company registered according to the laws of China and incorporated in Shanghai, with its principal place of business at Room 413, Building 3, No. 1690 Cai Lun Road (“Newsoara”). Genelux and Newsoara are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
GENELUX CORPORATION 6,875,000 Shares of Common Stock and Warrants to Purchase 6,875,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2024 • GENELUX Corp • Pharmaceutical preparations • New York
Genelux Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) 6,875,000 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants (the “Firm Warrants,” together with the Firm Shares, the “Firm Securities”) to purchase up to 6,875,000 shares of Common Stock in the form set forth in Exhibit A hereto . The Company also proposes to issue and sell to the several Underwriters up to (i) an additional 1,031,250 shares (the “Additional Shares,”) of Common Stock and (ii) additional warrants to purchase an aggregate of 1,031,250 shares of Common Stock (the “Additional Warrants,” and collectively with the Firm Securities and Additional Shares, the “Securities”) at the option of the Underwriters as provided in Section 2
LIMITED LIABILITY COMPANY AGREEMENT OF V2ACT THERAPEUTICS, LLCLimited Liability Company Agreement • May 20th, 2022 • Genelux Corp • Pharmaceutical preparations • Delaware
This Limited Liability Company Agreement (this “Agreement”) of V2ACT Therapeutics, LLC, a Delaware limited liability company (the “Company”), is entered into as of January 3, 2019, by and among the Company, TVAX Biomedical, Inc., a Delaware corporation (“TVAX”), and Genelux Corporation, a Delaware corporation (“Genelux”).
AMENDMENT TOPromissory Notes • May 15th, 2023 • Genelux Corp • Pharmaceutical preparations
This Amendment to 2022 Unsecured Promissory Notes (this “Amendment”), dated as of February 28, 2023, is made and entered into by and among Genelux Corporation, a Delaware corporation (the “Company”), and the undersigned noteholders (the “Holders”) of the Company’s 2022 unsecured promissory notes (the “Notes”).
GENELUX CORPORATION CONSULTING AGREEMENTGenelux Corporation Consulting Agreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations • California
THIS AGREEMENT is made and entered into effective as of the 1st day of September, 2011 (the “Effective Date”), by and between Genelux Corporation, a Delaware corporation (the “Company”), and Pharmaceutical Research Consulting (PRC) (“Consultant”).
Agreement/Promissory NoteAgreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations • California
This Agreement/Promissory Note is entered into as of April 28, 2016. The parties to this Agreement are Jillian and Curtis Helmer (Lender) and Genelux Corporation (Borrower).
ContractGenelux Corp • June 24th, 2021 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND IN A NOTE AND WARRANT PURCHASE AGREEMENT WITH THE COMPANY AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREIN AND THEREIN, UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
