0001564590-20-040174 Sample Contracts

7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 3, 2021
Vaccinex, Inc. • August 14th, 2020 • Pharmaceutical preparations • New York

THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Convertible Debentures of Vaccinex, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1895 Mount Hope Avenue, Rochester, New York 14620, designated as its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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SECURITY AGREEMENT
Security Agreement • August 14th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York

This SECURITY AGREEMENT, dated as of July 31, 2020 (this “Agreement”), is among Vaccinex, Inc., a Delaware corporation (the “Company”), each Additional Debtor from time to time party hereto (together with the Company, the “Debtors”) and 3i, LP, as collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Company’s 7% Original Issue Discount Senior Secured Convertible Debentures due August 3, 2021, in the original aggregate principal amount of $8,640,000 (collectively, as amended, restated or otherwise modified from time to time, the “Debentures”), their endorsees, transferees and assigns (collectively, the “Secured Parties”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2020 • Vaccinex, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 3, 2020, between Vaccinex, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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