SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 12, 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 as Representative of the Several Underwriters VIRPAX PHARMACEUTICALS, INC.Underwriting Agreement • September 9th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The 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
This 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc.Pre-Funded Common Stock Purchase Warrant • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS 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).
SERIES A-2 COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc.Common Stock Purchase Warrant • May 17th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This 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”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • February 2nd, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS 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 • July 8th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This 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”.
Placement Agency AgreementPlacement Agency Agreement • May 17th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CONSULTING AGREEMENTConsulting Agreement • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Virpax Pharmaceuticals Inc (“you,” the “Client” or the “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
SECURITY AGREEMENTSecurity Agreement • July 8th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This 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.
RESTRICTED STOCK UNIT AWARD AGREEMENT VIRPAX PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This 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
EMPLOYMENT 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
EMPLOYMENT AGREEMENT effective as of April 7, 2021 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Sheila Mathias (the “Executive”).
Placement Agency AgreementPlacement Agency Agreement • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offering (the “Placement”) of 10,000,000 shares (the “Shares”) of common stock of the Company, par value $0.00001 per share (the “Common Stock”), and/or pre-funded warrants to purchase Shares (the “Pre-Funded Warrants” and together with the Shares, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Securities.” The Shares, Pre-Funded Warrants, and the shares of Common Stock underlying the Pre-Funded Warrants will be offered and sold under the Company’s registration statement on Form S-1 (File No. 333-281080). The documents executed and delivered by the Company and the Purchasers
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This 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
This 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”).
ContractSecurity Agreement • July 8th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
THIS 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.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESSettlement Agreement • March 1st, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This 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.”
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTCooperative Research and Development Agreement • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • District of Columbia
This 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 ServicesResearch Services Agreement • September 9th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS 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
Net 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 for the Rendering of Research Services • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • London
THIS 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. MACKPromissory Note • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This 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. MACKPromissory Note • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This 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, LLCServices Convertible Promissory Note • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This 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
This 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
This 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. MACKPromissory Note • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This 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
This 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 • June 21st, 2023 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
This 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”).
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
This 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.”
Agreement for the Rendering of Research ServicesAgreement for the Rendering of Research Services • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • London
THIS AGREEMENT for the rendering of research services (the “Agreement”) is entered into as of May 12, 2019 (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.8 39 1 35 , Jerusalem 91390, Israel and Virpax Pharmaceuticals, In c. (the “Company”) with offices at IO I Linden wood Drive, Suite 225, Malvern, PA 19355 USA.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment (this “Amendment”) to the Securities Purchase Agreement (the “Agreement”) dated as of July 5, 2024 between Virpax Pharmaceuticals, Inc., a Delaware corporation, and Corbo Capital Inc., is made as of the 25th day of September, 2024, by and between the Company and the Investor (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Agreement).
AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS LTD. AND VIRPAX PHARMACEUTICALS, INC.Collaboration and License Agreement • January 8th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to the Collaboration and License Agreement (this “Amendment”) is made effective as of December 31, 2020 (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.”
