VBI Vaccines Inc. 70,000,000 Common Shares (no par value per share) Underwriting AgreementUnderwriting Agreement • September 20th, 2019 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
VBI Vaccines Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 70,000,000 common shares, no par value per share (the “Shares”). The 70,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 10,500,000 Shares as provided in Section 2. The additional 10,5000,000 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Raymond James & Associates, Inc. (“Raymond James”) and Oppenheimer and Co. Inc. (“Oppenheimer”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connecti
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 9, 2024, between VBI Vaccines Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
OPEN MARKET SALE AGREEMENTSMVBI Vaccines Inc/Bc • July 31st, 2020 • Pharmaceutical preparations • New York
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VBI VACCINES INC.VBI Vaccines Inc/Bc • April 11th, 2024 • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON SHARE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 9, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from VBI VACCINES INC., a company organized under the laws of British Columbia (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of February 26, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • August 26th, 2022 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
VBI Vaccines Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), common shares of the Company, no par value per share (the “Common Shares”), having an aggregate offering price of up to $125,000,000 on the terms set forth in this agreement (this “Agreement”).
equity distribution AGREEMENTEquity Distribution Agreement • May 15th, 2017 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
VBI Vaccines Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity Inc. (“Canaccord”), as of the date first written above, as follows:
VBI Vaccines Inc. 10,909,091 Common Shares 10,909,091 Common Warrants to Purchase 10,909,091 Common Shares Underwriting AgreementVBI Vaccines Inc/Bc • July 7th, 2023 • Pharmaceutical preparations • New York
COMMON SHARE PURCHASE WARRANT VBI VACCINES INC.Common Share Purchase Warrant • April 11th, 2024 • VBI Vaccines Inc/Bc • Pharmaceutical preparations
THIS COMMON SHARE 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 11, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from VBI VACCINES INC., a company organized under the laws of British Columbia (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2023 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made as of April 3, 2023 by and between Nell Beattie, on the one hand (the “Executive”), and VBI Vaccines (Delaware) Inc., a Delaware corporation (the “Company”), on the other hand.
FORBEARANCE AGREEMENTForbearance Agreement • April 16th, 2024 • VBI Vaccines Inc/Bc • Pharmaceutical preparations
This FORBEARANCE AGREEMENT (this “Forbearance Agreement”) is entered into as of November 13, 2023 (“Effective Date”) by and among VARIATION BIOTECHNOLOGIES INC., a Canadian federal corporation (“Borrower Representative”), VBI VACCINES INC., a British Columbia corporation (“Parent”, and together with Borrower Representative, and any other Person from time to time party to the Agreement (as defined below) as a borrower, collectively, “Borrowers”, and each, a “Borrower”), each of the parties set forth on the signature page hereto as guarantors (together with any other Person from time to time party to the Agreement as a guarantor, collectively, “Guarantors” and each, a “Guarantor”), the lenders party hereto (together with any other lender from time to time under the Agreement, collectively, “Lenders”, and each, a “Lender”) constituting Required Lenders (as defined in the Agreement (as defined below)), and K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, togeth
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 15th, 2024 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
VBI Vaccines Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
ContractVBI Vaccines Inc/Bc • May 21st, 2021 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN SECURITIES LAWS AND, EXCEPT AS SET FORTH IN Sections 6.1 and 6.2 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN A TRANSACTION EXEMPT FROM REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT.
VBI VACCINES INC. Warrant To Purchase Common SharesVBI Vaccines Inc/Bc • July 7th, 2023 • Pharmaceutical preparations • New York
VBI Vaccines Inc., a company organized under the laws of British Columbia (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable Common Shares (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in S
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 5th, 2016 • SciVac Therapeutics Inc. • Gold and silver ores • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 26, 2015, by and among SciVac Therapeutics, Inc. a corporation organized under the laws of British Columbia, Canada (“SciVac”), Seniccav Acquisition Corporation, a Delaware corporation (“Sub”) and Clarus Lifesciences I, L.P., a Delaware limited partnership (“Stockholder”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 13th, 2023 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • Ontario
This Amendment to Consulting Agreement (the “Amendment”), effective as of January 1st, 2023 (the “Effective Date”), is by and between Variation Biotechnologies Inc., a corporation incorporated pursuant to the laws of Canada (the “Company”) having an address of 310 Hunt Club Road East, Ottawa, Ontario K1V 1C1 and F. Diaz-Mitoma Professional Corporation (Ontario corporation number 002356634) having an address of 210 Barrow Crescent, Kanata, Ontario K2L 2C7 (“Consultant”). The Consultant and Company are sometimes referred to as a “Party” and are collectively referred to as the “Parties”.
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential.Agreement • March 7th, 2022 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • England and Wales
THIS AGREEMENT (the “Agreement”) is between Awardee and the Coalition for Epidemic Preparedness Innovations (“CEPI”) and is effective as of the date of the last signature, below (the “Effective Date”). Each party to this Agreement may be referred to individually as a “Party” and together as the “Parties.” This Agreement sets out the terms and conditions governing the performance and funding of the Project (as defined herein). It also reflects the Parties’ mutual commitment to develop a safe and effective vaccine against SARS-CoV-2, to test and obtain regulatory approval for the vaccine as rapidly as possible, consistent with patient safety and achieving vaccine quality, and to ensure the manufacture and distribution of sufficient quantities of the vaccine to meet global demand at affordable prices in the country of use. As a condition of this funding award, the Parties enter into this Agreement by having their authorised representatives sign below.
VBI Vaccines Inc. Board of Directors Services AgreementBoard of Directors Services Agreement • March 20th, 2017 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
This Board of Directors Services Agreement (this “Agreement”), dated July 28, 2016 (the “Effective Date”), is entered into between VBI Vaccines Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), and Steven Rubin, an individual (“Director”).
LICENSE AGREEMENTLicense Agreement • July 20th, 2015 • SciVac Therapeutics Inc. • Gold and silver ores • New Jersey
This License Agreement is made and signed in June of 2004, by and between SAVIENT PHARMACEUTICALS, INC. (formerly known as Bio-Technology (General) Corp), a Delaware corporation having its place of business at 14th Floor, One Tower Center, East Brunswick, New Jersey, United States of America, facsimile number +1 732 418 9011 (“Savient”), and SCIGEN LTD., a public company incorporated under the laws of Singapore, having a place of business at 152 Beach Road, Suite 2607/08, Gateway East, Singapore 189721, facsimile number +65 6779 3784 (“Scigen”).
SHARE PURCHASE AGREEMENT AMONG VBI VACCINES INC. AND THE INVESTORS PARTY HERETOShare Purchase Agreement • May 15th, 2017 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
THIS SHARE PURCHASE AGREEMENT, dated as of June 20, 2016 (this “Agreement”), is by and among VBI Vaccines Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), and each investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Addendum of Unprotected Lease Agreement dated June 16, 2006 Drawn up and signed on the [handwritten: 5th] day of the month of September 2016Addendum of Unprotected Lease Agreement • November 8th, 2021 • VBI Vaccines Inc/Bc • Pharmaceutical preparations
Between: Ayalot Investments (Ramat Vered) 1994 Ltd Company No. 512022401 Of 7 Jabotinsky St., Ramat Gan (Hereinafter: “the Lessor”) Of the first part;
Second Amendment to Board of Directors Services AgreementBoard of Directors Services Agreement • March 20th, 2017 • VBI Vaccines Inc/Bc • Pharmaceutical preparations
This Second Amendment to Board of Directors Services Agreement (this “Amendment”) is entered into as of the latest date set forth below, between VBI Vaccines Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), parent of VBI Vaccines (Delaware) Inc. (f/k/a Paulson Capital (Delaware) Corp. and VBI Vaccines Inc.), a Delaware corporation (“VBI DE”) following VBI DE’s merger with a wholly owned subsidiary of the Company and the Company’s subsequent name change, and Steven Gillis, an individual (“Director”). All capitalized terms not otherwise defined herein shall have the meaning set forth for such term in the Agreement (as hereinafter defined).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 27th, 2017 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
This Subscription Agreement (this “Subscription”) is dated as of October 26, 2017, by and between VBI Vaccines Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and each investor identified on the signature page hereto (each, including its successors and assigns, a “Investor” and collectively the “Investors”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • February 26th, 2018 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • Ontario
This Amendment to Consulting Agreement (the “Amendment”), effective as of January, 1th, 2018 (the “Effective Date”), is by and between Variation Biotechnologies Inc., a corporation incorporated pursuant to the laws of Canada (the “Company”) having an address of 310 Hunt Club Road East, Ottawa, Ontario K1V 1C1 and F. Diaz-Mitoma Professional Corporation (Ontario corporation number 002356634) having an address of 210 Barrow Crescent, Kanata, Ontario K2L 2C7 (“Consultant”). The Consultant and Company are sometimes referred to as a “Party” and are collectively referred to as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 25th, 2019 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 4, 2018, by and between VBI Vaccines Inc., a British Columbia corporation (the “Company”), and Brii Biosciences Limited, an exempted company organized under the laws of the Cayman Islands (“Investor”).
ContractLetter Agreement • November 14th, 2023 • VBI Vaccines Inc/Bc • Pharmaceutical preparations
This letter agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Letter Agreement”) confirms our understanding to further extend the due date to deliver the Compliance Certificate for the period ending September 30, 2023, from November 6, 2023, to November 13, 2023 (the “Extension Date”). Lenders agree that until the Extension Date the Lenders will refrain from declaring an Event of Default under the Loan Agreement and/or the other Loan Documents.
ContractWarrant Agreement • April 27th, 2020 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
THIS IS AN AMENDING AGREEMENTVBI Vaccines Inc/Bc • August 2nd, 2021 • Pharmaceutical preparations
a departmental corporation forming part of the Government of Canada created by the National Research Council Act (R.S.C. 1985, c. N-15), and an agent of Her Majesty the Queen in Right of Canada whose head office address is:
SEVENTH AMENDMENT TO LEASELease • May 6th, 2020 • VBI Vaccines Inc/Bc • Pharmaceutical preparations
This SEVENTH AMENDMENT TO LEASE (this “Amendment”), is made as of the 30th day of April, 2020 (“Effective Date”) by and between AMERICAN TWINE OWNER LLC, a Delaware limited liability company (“Landlord”) and VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (“Tenant”).
LEVON RESOURCES LTD. - and - VALLEY HIGH VENTURES LTD. - and - 0900353 B.C. LTD. ARRANGEMENT AGREEMENT DATED JANUARY 16, 2011Arrangement Agreement • June 15th, 2011 • Levon Resources Ltd. • Gold and silver ores • British Columbia
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
VBI VACCINES INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE INCENTIVE PLANIncentive Stock Option Agreement • March 20th, 2017 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • British Columbia
This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made between VBI VACCINES INC. (the “Company”), a British Columbia corporation, and [NAME] (the “Optionee”), pursuant to the Company’s Incentive Plan, as amended from time to time (the “Plan”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
WAIVER AGREEMENTWaiver Agreement • February 26th, 2018 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
THIS WAIVER AGREEMENT (this “Agreement”), dated as of February 21, 2018, is entered into by and among VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (the “Borrower”); the Guarantors identified under the caption “GUARANTORS” on the signature pages hereto, and Perceptive Credit Holdings, LP, a Delaware limited partnership (the “Lender”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
ContractWarrant And • October 31st, 2017 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
LICENSE AGREEMENTLicense Agreement • March 13th, 2023 • VBI Vaccines Inc/Bc • Pharmaceutical preparations • New Jersey
This License Agreement (the “Agreement”) is made as of September 1, 2021 (the “Effective Date”), by and among Ferring International Center S.A., a company incorporated pursuant to the laws of Switzerland, having its principal place of business at Ch. De la Vergognausaz 50, 1162 Saint-Prex, Switzerland (“Ferring”) (“Licensor”), and SciVac Ltd, a company incorporated under the laws of Israel, having a place of business at 13 Gad Feinstein Rd Rehovot, 7610303 Israel (“Licensee”) and VBI Vaccines Inc. a company incorporated under the laws of British Columbia, Canada, having a place of business at 160 Second Street, Cambridge, MA 02142 (“Guarantor”).
STRATEGIC INNOVATION FUND VBI COVID-19 ProjectVBI Vaccines Inc/Bc • November 2nd, 2020 • Pharmaceutical preparations • Ontario
Variation Biotechnologies Inc., a corporation duly incorporated under the laws of Canada, having its head office located at 310 Hunt Club Road Suite 201, Ottawa, Ontario K1V 1C1
SUB-subleaseSciVac Therapeutics Inc. • February 5th, 2016 • Gold and silver ores • Ontario
WHEREAS pursuant to a ground lease (the “Ground Lease”) made as of January 31, 1997 between Her Majesty the Queen in Right of Canada, as landlord, and the Ottawa Macdonald-Cartier International Airport Authority (“OMCIAA”), as tenant, the OMCIAA has leased, among other things, that certain parcel of land (the “Land”) more particularly described in Schedule A hereto and situated at the Ottawa Macdonald-Cartier International Airport, Gloucester, Ontario (the “Airport”), all upon the terms and conditions set forth in the Ground Lease;
