SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2022 • Virax Biolabs Group LTD • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2022, between Virax Biolabs Group Limited, a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
ORDINARY SHARE PURCHASE WARRANT VIRAX BIOLABS GROUP LIMITEDOrdinary Share Purchase Warrant • November 8th, 2022 • Virax Biolabs Group LTD • In vitro & in vivo diagnostic substances
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 that is six (6)months from the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five and a half (5.5) years anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virax Biolabs Group Limited, a Cayman Islands exempted company (the “Company”), up to 3,495,000 Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT VIRAX BIOLABS GROUP LIMITEDPre-Funded Ordinary Share Purchase Warrant • November 8th, 2022 • Virax Biolabs Group LTD • In vitro & in vivo diagnostic substances
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 Virax Biolabs Group Limited, a Cayman Islands exempted company (the “Company”), up to 1,165,000 Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2022 • Virax Biolabs Group LTD • In vitro & in vivo diagnostic substances
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 3, 2022, between Virax Biolabs Group Limited, a Cayman Islands exempted company (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
