COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc.Virpax Pharmaceuticals, Inc. • April 18th, 2024 • Pharmaceutical preparations
Company FiledApril 18th, 2024 IndustryTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date hereof] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 202[9] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between VIRPAX PHARMACEUTICALS, INC. and THINKEQUITY as Representative of the Several Underwriters VIRPAX PHARMACEUTICALS, INC.Underwriting Agreement • September 9th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Contract Type FiledSeptember 9th, 2021 Company Industry JurisdictionThe undersigned, Virpax Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity (hereinafter referred to as “you” (including its correlatives) or 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 26th, 2024 Company Industry JurisdictionThis Indemnification Agreement (“Agreement”) is made as of March 25, 2024 by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Vinay Shah (“Indemnitee”).
Form of Representative’s Warrant AgreementVirpax Pharmaceuticals, Inc. • February 2nd, 2021 • Pharmaceutical preparations
Company FiledFebruary 2nd, 2021 IndustryTHIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is [five (5)] years following the effective date of the registration statement for the offering, but not thereafter, to subscribe for and purchase from Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Contract Type FiledApril 18th, 2024 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of April [●], 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between VIRPAX PHARMACEUTICALS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters VIRPAX PHARMACEUTICALS, INC.Underwriting Agreement • February 2nd, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Contract Type FiledFebruary 2nd, 2021 Company Industry JurisdictionThe undersigned, Virpax Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or 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:
SERIES A-2 COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc.Virpax Pharmaceuticals, Inc. • May 17th, 2024 • Pharmaceutical preparations
Company FiledMay 17th, 2024 IndustryTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 17, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 17, 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc.Virpax Pharmaceuticals, Inc. • April 18th, 2024 • Pharmaceutical preparations
Company FiledApril 18th, 2024 IndustryTHIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virpax Pharmaceuticals, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 17th, 2024 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc.Virpax Pharmaceuticals, Inc. • August 13th, 2024 • Pharmaceutical preparations
Company FiledAugust 13th, 2024 IndustryTHIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virpax Pharmaceuticals, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Contract Type FiledAugust 13th, 2024 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of ______________, 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RESTRICTED STOCK UNIT AWARD AGREEMENT VIRPAX PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJuly 25th, 2022 Company Industry JurisdictionThis Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2023 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 7th, 2023 Company Industry JurisdictionEMPLOYMENT AGREEMENT dated as of December 6, 2023 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Gerald Bruce (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
Contract Type FiledMarch 26th, 2024 Company Industry JurisdictionEMPLOYMENT AGREEMENT effective as of April 7, 2021 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Sheila Mathias (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • July 8th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract Type FiledJuly 8th, 2024 Company IndustryThis SECURITY AGREEMENT, dated as of July 5, 2024 (this “Agreement”), is among Virpax Pharmaceuticals, Inc., a Delaware corporation ( “Debtor”), on the one hand, and the holder(s) of the Company’s $2,500,000 principal amount of senior secured notes (“Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively, the “Secured Parties”), on the other. Each of the Company and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJuly 25th, 2022 Company Industry JurisdictionThis Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJuly 25th, 2022 Company Industry JurisdictionThis Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
Placement Agency AgreementPlacement Agency Agreement • April 18th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Contract Type FiledApril 18th, 2024 Company Industry Jurisdiction
ContractVirpax Pharmaceuticals, Inc. • July 8th, 2024 • Pharmaceutical preparations • Florida
Company FiledJuly 8th, 2024 Industry JurisdictionTHIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Placement Agency AgreementPlacement Agency Agreement • May 17th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Contract Type FiledMay 17th, 2024 Company Industry Jurisdiction
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
Contract Type FiledJuly 8th, 2024 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of July 5, 2024 between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the Annex A hereto (including its successors and assigns, the “Investor”.
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTDevelopment Agreement • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • District of Columbia
Contract Type FiledOctober 9th, 2020 Company Industry JurisdictionThis Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
Agreement for the Rendering of Research ServicesAgreement • September 9th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 9th, 2021 Company Industry JurisdictionTHIS AGREEMENT for the rendering of research services (the “Agreement”) is entered into as of June 29, 2021 (the “Effective Date”) by and between LipocureRX, Ltd., a company organized and existing under the laws of Israel (“Lipocure”), and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
RESEARCH AND OPTION AGREEMENTResearch and Option Agreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
Contract Type FiledNovember 20th, 2020 Company Industry JurisdictionNet Sales shall mean, with respect to any Product, the gross amount invoiced with respect thereto (whether by the Buyer, any Affiliate of the Buyer, any co-marketer, collaborator, joint venturer or other partner with the Buyer or any of its Affiliates) in the Territory, less, to the extent deducted from or on such invoice consistent with GAAP, the following items:
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. Agreement for the Rendering of Research ServicesAgreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • London
Contract Type FiledNovember 20th, 2020 Company Industry JurisdictionTHIS AGREEMENT for the rendering of research services (the “Agreement”) is entered into as of October 11, 2020 (the “Effective Date”) by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. (“Yissum”) with offices at Hi-Tech Park, Edmond J. Safra Campus, Givat Ram, P.O.B 39135, Jerusalem 91390, Israel and Virpax Pharmaceuticals, Inc. (the “Company”) with offices at 101 Lindenwood Drive, Suite 225, Malvern, PA 19355 USA.
SECOND AMENDMENT TO THE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND ANTHONY P. MACKVirpax Pharmaceuticals, Inc. • November 20th, 2020 • Pharmaceutical preparations
Company FiledNovember 20th, 2020 IndustryThis Second Amendment to the Promissory Note dated October 1, 2018 (the “Second Amendment”) is entered into as of October 28, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (“Virpax”) and Anthony P. Mack (“AM”). Virpax and AM may be collectively referred to herein as the “Parties.”
SECOND AMENDMENT TO THE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND ANTHONY P. MACKVirpax Pharmaceuticals, Inc. • November 20th, 2020 • Pharmaceutical preparations
Company FiledNovember 20th, 2020 IndustryThis Second Amendment to the Promissory Note dated January 15, 2019 (“Second Amendment”) is entered into as of October 28, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (“Virpax”) and Anthony P. Mack (“AM”). Virpax and AM may be collectively referred to herein as the “Parties.”
FIRST AMENDMENT TO THE SERVICES CONVERTIBLE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND RRD INTERNATIONAL, LLCThe Services • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract Type FiledOctober 9th, 2020 Company IndustryThis First Amendment to the Services Convertible Promissory Note (Exhibit A to the Service Provider Convertible Note Purchase Agreement dated August 29, 2019, this “Amendment”) is entered into on March 25, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (the “Virpax”) and RRD International, LLC (“RRD”). Virpax and RRD may be collectively referred to herein as the “Parties.”
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. AMENDMENT TO RESEARCH AND OPTION AGREEMENTResearch and Option Agreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract Type FiledNovember 20th, 2020 Company IndustryThis Amendment to Research and Option Agreement (this “Amendment”) is made effective as of May 30, 2018 (the “First Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and MedPharm Limited (“MedPharm”). Virpax and MedPharm are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
VIRPAX PHARMACEUTICALS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJuly 25th, 2022 Company Industry JurisdictionThis Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual identified in Exhibit A (the “Awardee”).
FIRST AMENDMENT TO THE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND ANTHONY P. MACKVirpax Pharmaceuticals, Inc. • October 9th, 2020 • Pharmaceutical preparations
Company FiledOctober 9th, 2020 IndustryThis First Amendment to the Promissory Note dated October 1, 2018, this (“Amendment”) is entered into on April 6, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (“Virpax”) and Anthony P. Mack (“AM”). Virpax and AM may be collectively referred to herein as the “Parties.”
FIRST AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract Type FiledMarch 31st, 2022 Company IndustryThis FIRST AMENDED EMPLOYMENT AGREEMENT dated March 29, 2022, and effective as of January 31, 2022, (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Jeffrey Gudin, MD (the “Executive”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 21st, 2023 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
Contract Type FiledJune 21st, 2023 Company Industry JurisdictionThis Separation Agreement and Release (“Agreement”) is made by and between Christopher M. Chipman (“Employee”) and Virpax Pharmaceuticals, Inc., Inc. (“Virpax”, or the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESSettlement Agreement and Mutual Releases • March 1st, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 1st, 2024 Company Industry JurisdictionThis Settlement Agreement and Mutual Releases (the “Agreement”) is entered into as of February 29, 2024 by and among Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc., on the one hand, and Virpax Pharmaceuticals, Inc. on the other hand. They are collectively referred to herein as “the Parties” and each individually as a “Party.”
SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS LTD. AND VIRPAX PHARMACEUTICALS, INC.Collaboration and License Agreement • August 10th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
Contract Type FiledAugust 10th, 2021 Company IndustryThis Amendment to the Collaboration and License Agreement (this “Amendment”) is made effective as of 5/5/21 (the “Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and Nanomerics Ltd. (“Nanomerics”). Virpax and Nanomerics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”