Common use of Selling Shareholder Clause in Contracts

Selling Shareholder. The ordinary shares being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares and warrants, see “Private Placement of Ordinary Shares and Warrants” above. We are registering the ordinary shares in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares by the selling shareholder. The second column lists the number of ordinary shares beneficially owned by each selling shareholder, based on its ownership of the ordinary shares and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the ordinary shares being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholder in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares Owned Prior to Offering Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus Number of Ordinary Shares Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares (the “Registrable Securities”) of Virax Biolabs Group Limited, a Cayman Islands exempted company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholdershareholders, upon exercise of the warrantsSeries E Preferred Stock and warrants previously owned by the selling shareholder. For additional information regarding the issuances of those ordinary shares and warrantsof common stock, see “Private Placement of Ordinary Shares and Warrantsof Series E Preferred Stock” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares of common stock and the warrants, the selling shareholder has have not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholdershareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each the selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20222020, assuming exercise of the warrants held by the selling shareholder shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholdershareholders. In accordance with the terms of a registration rights agreement with the selling shareholdershareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares of common stock issued to the selling shareholder shareholders in the “Private Placement of Ordinary Shares and WarrantsSeries E Convertible Preferred Stock” described above above, and (ii) the maximum number of ordinary shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder shareholders pursuant to this prospectus. Under the terms of the Series E Preferred Stock and warrants, the a selling shareholder may not exercise the warrants to the extent such exercise would cause the such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding ordinary shares common stock following such exercise, excluding for purposes of such determination ordinary shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholder shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED AGEAGLE AERIAL SYSTEMS INC. Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock (the “Registrable Securities”) of Virax Biolabs Group LimitedAgEagle Aerial Systems Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares and warrantsof common stock, see “Private Placement of Ordinary Shares and WarrantsCommon Shares” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholder. The second column lists the number of ordinary shares of common stock beneficially owned by each the selling shareholder, based on its ownership of the ordinary shares and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercisescommon stock. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all of the sum shares of (i) the number of ordinary shares common stock issued to the selling shareholder in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right securities purchase agreement, without regard to any limitations on the exercise of the warrantsdated March 17, 2020. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED CERECOR INC. Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock (the “Registrable Securities”) of Virax Biolabs Group LimitedCerecor Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of Ordinary Shares of Common Stock and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares of common stock and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholder. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares of common stock issued to the selling shareholder in the “Private Placement of Ordinary Shares of Common Stock and Warrants” described above and (ii) the maximum number of ordinary shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares common stock following such exercise, excluding for purposes of such determination ordinary shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED DERMATA THERAPEUTICS, INC. Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock (the “Registrable Securities”) of Virax Biolabs Group LimitedDermata Therapeutics, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder shareholders are those previously issued to the selling shareholdershareholders, and those issuable to the selling shareholdershareholders, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of Ordinary Common Shares and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder shareholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares of common stock and the warrants, the selling shareholder has shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholder shareholders and other information regarding the beneficial ownership of the ordinary shares of common stock by each of the selling shareholdershareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20222017, assuming exercise of the warrants held by the selling shareholder shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholdershareholders. In accordance with the terms of a registration rights agreement with the selling shareholdershareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares of common stock issued to the selling shareholder shareholders in the “Private Placement of Ordinary Shares and Warrants” described above __________________ and (ii) the maximum number of ordinary shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder shareholders pursuant to this prospectus. Under the terms of the warrants, the a selling shareholder may not exercise the warrants to the extent such exercise would cause the such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exerciseda specified maximum amount. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholder shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock and warrants (the “Registrable Securities”) of Virax Biolabs Group LimitedAndina II Holdco Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder are those is that previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares and warrantsof common stock, see “Private Placement of Ordinary Shares and WarrantsCommon Shares” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholder. The second column lists the number of ordinary shares of common stock beneficially owned by each the selling shareholder, based on its ownership of the ordinary shares and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercisescommon stock. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all of the sum shares of (i) the number of ordinary shares common stock issued to the selling shareholder in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right securities purchase agreement, without regard to any limitations on the exercise of the warrantsdated December [ ], 2018. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED CERECOR INC. Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock (the “Registrable Securities”) of Virax Biolabs Group LimitedCerecor Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of Ordinary Shares of Common Stock and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares of common stock and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholder. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares of common stock issued to the selling shareholder in the “Private Placement of Ordinary Shares of Common Stock and Warrants” described above and (ii) the maximum number of ordinary shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares common stock following such exercise, excluding for purposes of such determination ordinary shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED GEOVAX LABS, INC. Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock (the “Registrable Securities”) of Virax Biolabs Group LimitedGeoVax Labs, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares and warrantsof common stock, see “Private Placement of Ordinary Shares and WarrantsCommon Shares” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholder. The second column lists the number of ordinary shares of common stock beneficially owned by each the selling shareholder, based on its ownership of the ordinary shares and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercisescommon stock. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all of the sum shares of (i) the number of ordinary shares common stock issued to the selling shareholder in the “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right securities purchase agreement, without regard to any limitations on the exercise of the warrantsdated September 4, 2019. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED CERECOR INC. Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock (the “Registrable Securities”) of Virax Biolabs Group LimitedCerecor Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The ordinary shares common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of Ordinary Shares of Common Stock and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares of common stock and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholder. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares of common stock issued to the selling shareholder in the “Private Placement of Ordinary Shares of Common Stock and Warrants” described above and (ii) the maximum number of ordinary shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares common stock following such exercise, excluding for purposes of such determination ordinary shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of Ordinary Shares shares of Common Stock Owned Prior to Offering Maximum Number of Ordinary Shares shares of Common Stock to be Sold Pursuant to this Prospectus Number of Ordinary Shares shares of Common Stock Owned After Offering Annex C VIRAX BIOLABS GROUP LIMITED XERIS BIOPHARMA HOLDINGS, INC. Selling Shareholder Stockholder Notice and Questionnaire The undersigned beneficial owner of ordinary shares common stock (the “Registrable Securities”) of Virax Biolabs Group LimitedXeris Biopharma Holdings, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling shareholder stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling shareholder stockholder in the Registration Statement and the related prospectus.