0001193125-24-083568 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 1st, 2024 • Vaccinex, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2024, between Vaccinex, Inc., a Delaware corporation (the “Company”), and Alzheimer’s Drug Discovery Foundation, a Delaware non-profit corporation (the “Purchaser”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 1st, 2024 • Vaccinex, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2024, between Vaccinex, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 1st, 2024 • Vaccinex, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 29, 2024, by and between Vaccinex, Inc., a Delaware corporation (the “Company”), and Alzheimer’s Drug Discovery Foundation, a Delaware non-profit corporation (the “Investor”).

COMMON STOCK PURCHASE WARRANT VACCINEX, INC.
Common Stock Purchase Warrant • April 1st, 2024 • Vaccinex, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alzheimer’s Drug Discovery Foundation 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 March 29, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 29, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vaccinex, Inc., a Delaware corporation (the “Company”), up to 229,057 shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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 AGREEMENT
Securities Purchase Agreement • April 1st, 2024 • Vaccinex, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2024, between Vaccinex, 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 COMMON STOCK PURCHASE WARRANT VACCINEX, INC.
Common Stock Purchase Warrant • April 1st, 2024 • Vaccinex, 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 March 28, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 28, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vaccinex, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).

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