0001213900-21-005984 Sample Contracts

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
  Underwriting Agreement
• Filed
  February 2nd, 2021
• Company
  Virpax Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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, 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:

Form of Representative’s Warrant Agreement

Representative’s Warrant Agreement • February 2nd, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations

• Contract Type
  Representative’s Warrant Agreement
• Filed
  February 2nd, 2021
• Company
  Virpax Pharmaceuticals, Inc.
• Industry
  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).