SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 12, 2024, between Virpax Pharmaceuticals, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc.Pre-Funded Common Stock Purchase Warrant • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED 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 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 Virpax Pharmaceuticals, INC., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. 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).
CONSULTING AGREEMENTConsulting Agreement • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Virpax Pharmaceuticals Inc (“you,” the “Client” or the “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
Placement Agency AgreementPlacement Agency Agreement • November 15th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offering (the “Placement”) of 10,000,000 shares (the “Shares”) of common stock of the Company, par value $0.00001 per share (the “Common Stock”), and/or pre-funded warrants to purchase Shares (the “Pre-Funded Warrants” and together with the Shares, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Securities.” The Shares, Pre-Funded Warrants, and the shares of Common Stock underlying the Pre-Funded Warrants will be offered and sold under the Company’s registration statement on Form S-1 (File No. 333-281080). The documents executed and delivered by the Company and the Purchasers
