Vaccinex, Inc. – REGISTRATION RIGHTS AGREEMENT (July 31st, 2019)THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2019, by and between Vaccinex, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A (each an “Investor” and collectively the “Investors”).
Vaccinex, Inc. – STOCK PURCHASE AGREEMENT (July 31st, 2019)THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of July 26, 2019, by and between Vaccinex, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A (each an “Investor” and collectively the “Investors”).
Vaccinex, Inc. – VX3 EXCHANGE AGREEMENT (March 13th, 2019)AND WHEREAS, as of the date hereof, the Investors set forth on Schedule A are all the limited partners of LP (the “Limited Partners”);
Vaccinex, Inc. – VACCINEX, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (August 13th, 2018)IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct.
Vaccinex, Inc. – VACCINEX, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS As Adopted August 13, 2018 (August 13th, 2018)
Vaccinex, Inc. – VACCINEX, INC. 2001 EMPLOYEE EQUITY PLAN (As Amended May 25, 2006) (August 8th, 2018)The purpose of this Plan is to promote the interests of Vaccinex and its related companies by providing for the grant of Options and Stock Appreciation Rights and for Stock Grants to Key Employees and Directors in order (a) to encourage a sense of proprietorship on the part of Key Employees and Directors who will be largely responsible for the continued growth of Vaccinex, (b) to furnish such Key Employees and Directors with further incentive to develop and promote the business and financial success of Vaccinex, and (c) to induce such Key Employees and Directors to continue in the service of Vaccinex, by providing a means by which such selected individuals may purchase stock in Vaccinex.
Vaccinex, Inc. – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VACCINEX, INC. (August 8th, 2018)Vaccinex, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
Vaccinex, Inc. – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VACCINEX, INC. (July 23rd, 2018)Vaccinex, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
Vaccinex, Inc. – ______________ Shares VACCINEX, INC. Common Stock UNDERWRITING AGREEMENT (July 23rd, 2018)Vaccinex, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
Vaccinex, Inc. – VACCINEX, INC. 2018 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT COVER SHEET (July 23rd, 2018)Vaccinex, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2018 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
Vaccinex, Inc. – VACCINEX, INC. 2018 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT COVER SHEET (July 23rd, 2018)Vaccinex, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock, par value $0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2018 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
Vaccinex, Inc. – VACCINEX, INC. 2018 OMNIBUS INCENTIVE PLAN (July 23rd, 2018)
Vaccinex, Inc. – AMENDED AND RESTATED EXCHANGE AGREEMENT (July 9th, 2018)WHEREAS certain of the Parties, together with VX Limited Partnership, an Ontario limited partnership (“VX LP”), VX Therapeutics Limited Partnership, a Delaware limited partnership (“VX1”), Vaccinex Products, LLC, a Delaware limited liability company (“Vaccinex Sub”), and FEZ Financial Corporation, an Ontario corporation, entered into a certain Exchange Agreement, dated as of June 18, 2012 (the “Prior Agreement”);
Vaccinex, Inc. – CONFIDENTIAL GPEx®-DERIVED CELL LINE SALE AGREEMENT (July 9th, 2018)This GPEx®-Derived Cell Line Sale Agreement (this “Agreement”) is made as of this 13th day of January, 2010 (“Effective Date”), by and between Vaccinex, Inc., a Delaware corporation, with a place of business at 1895 Mt. Hope Avenue, Rochester, NY, 14620 (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
Vaccinex, Inc. – Page SECTION 1 PURPOSE 1 SECTION 2 DEFINITIONS 1 2.1. “Affiliate” 1 2.2. “Board” 1 2.3. “Code” 1 2.4. “Committee” 1 2.5. “Director” 1 2.6. “Fair Market Value” 1 2.7. “ISO” 1 2.8. “Key Employee” 1 2.9. “1933 Act” 2 2.10. “NQO” 2 2.11. “Option” 2 2.12. “Option Agreement” 2 2.13. “Option Price” 2 2.14. “Parent” 2 2.15. “Plan” 2 2.16. “SAR Value” 2 2.17. “Stock” 2 2.18. “Stock Appreciation Right” 2 2.19. “Stock Appreciation Right Certificate” 2 2.20. “Stock Grant” 2 2.21. “Stock Grant Certificate” 2 2.22. “Subsidiary” 2 2.23. “Ten Percent Shareholder” 2 2.24. “Vaccinex” 2 SECTION 3 SHARES RESERVED (July 9th, 2018)The purpose of this Plan is to promote the interests of Vaccinex and its related companies by providing for the grant of Options and Stock Appreciation Rights and for Stock Grants to Key Employees and Directors in order (a) to encourage a sense of proprietorship on the part of Key Employees and Directors who will be largely responsible for the continued growth of Vaccinex, (b) to furnish such Key Employees and Directors with further incentive to develop and promote the business and financial success of Vaccinex, and (c) to induce such Key Employees and Directors to continue in the service of Vaccinex, by providing a means by which such selected individuals may purchase stock in Vaccinex.
Vaccinex, Inc. – Certificate of Amendment of the Certificate of Incorporation of Vaccinex, Inc. (July 9th, 2018)Vaccinex, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
Vaccinex, Inc. – VACCINEX, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (July 9th, 2018)IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct.
Vaccinex, Inc. – Certificate of Amendment of the Certificate of Incorporation of Vaccinex, Inc. (July 9th, 2018)Vaccinex, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
Vaccinex, Inc. – VACCINEX, INC. SECOND AMENDMENT TO AMENDED AND RESTATED SERIES B PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (July 9th, 2018)Vaccinex, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation (the “Board of Directors”) by its Certificate of Incorporation, as amended and restated, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, by unanimous written consent, adopted the following resolutions which remain in full force and effect as of the date hereof:
Vaccinex, Inc. – VACCINEX, INC. and VX3 (DE) LP SERVICES AGREEMENT (July 9th, 2018)THIS SERVICES AGREEMENT (this “Agreement”) is dated November 6, 2017 and effective as of January 1, 2017 (the “Effective Date”) and made between:
Vaccinex, Inc. – LICENSE AGREEMENT Dated as of November 6, 2017 by and between Vaccinex, Inc. and VX3 (DE) LP (July 9th, 2018)THIS LICENSE AGREEMENT (this “Agreement”), dated as November 6, 2017 (the “Effective Date”), is by and between Vaccinex, Inc., a Delaware corporation having an address at 1895 Mt. Hope Avenue, Rochester, New York, 14620 (“Transferor”), and VX3 (DE) LP, a Delaware limited partnership having an address at 200 Bay Street, Suite 3800, Royal Bank Plaza, South Tower, Toronto, Ontario, Canada M5J 2Z4 (“Transferee”). Transferor and Transferee may be referred to each individually as a “Party” or together as the “Parties.”
Vaccinex, Inc. – VACCINEX, INC. SERIES B2 CONVERTIBLE PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (July 9th, 2018)Vaccinex, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation, as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, by unanimous written consent, adopted the following resolution which remains in full force and effect as of the date hereof:
Vaccinex, Inc. – FIRST AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (July 9th, 2018)This First Amended and Restated Investor Rights Agreement (the “Agreement”) is made and entered into as of August 22, 2003 among Vaccinex, Inc., a Delaware corporation (the “Company”), and those persons listed on Schedule A hereto.
Vaccinex, Inc. – AGREEMENT (July 9th, 2018)THIS AGREEMENT (this “Agreement”) is entered into as of March 16, 2018, by and among VX3 (DE) LP, a Delaware limited partnership (“VX3”), VX 3 Inc., an Ontario corporation (“VX GP”), Vaccinex, Inc., a Delaware corporation (“Vaccinex”), and each of the other parties listed on the signature pages hereto (each, a “VX LP”). Each of the foregoing is referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
Vaccinex, Inc. – Certificate of Amendment of the Certificate of Incorporation of Vaccinex, Inc. (July 9th, 2018)Vaccinex, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
Vaccinex, Inc. – Page ARTICLE I PURPOSE 1 Section 1.1 Statement of Purpose 1 Section 1.2 Other Severance Plans, Policies, and Practices Superseded 1 ARTICLE II DEFINITIONS 2 Section 2.1 Affiliated Employer 2 Section 2.2 Board 2 Section 2.3 Cause 2 Section 2.4 Change in Control 2 Section 2.5 Code 2 Section 2.6 Committee 2 Section 2.7 Company 2 Section 2.8 Effective Date 2 Section 2.9 Employee 2 Section 2.10 ERISA 3 Section 2.11 Exchange Act 3 Section 2.12 Executive Officer 3 Section 2.13 Involuntary Severance 3 Section 2.14 IPO 3 Section 2.15 Participating Employer 3 Section 2.16 Plan 3 Section 2.17 Plan Admini (July 9th, 2018)
Vaccinex, Inc. – VACCINEX, INC. 2011 EMPLOYEE EQUITY PLAN INCENTIVE STOCK OPTION AGREEMENT GRANT (July 9th, 2018)This Option Agreement evidences the grant by Vaccinex, Inc. (“Vaccinex”), in accordance with the Vaccinex, Inc. 2011 Employee Equity Plan (the “Plan”), of an Incentive Stock Option (“ISO”) to (“Key Employee”) to purchase from Vaccinex shares of $0.0001 par value common stock of Vaccinex (the “Stock”) at an Option Price per share equal to $ . This ISO is granted effective as of (the “Grant Date”). Vaccinex intends that this ISO constitute an incentive stock option under Section 422 of the Code.
Vaccinex, Inc. – Page SECTION 1 PURPOSE 1 SECTION 2 DEFINITIONS 1 2.1. “Affiliate” 1 2.2. “Board” 1 2.3. “Code” 1 2.4. “Change in Control” 1 2.5. “Committee” 2 2.6. “Director” 3 2.7. “Fair Market Value” 3 2.8. “ISO” 3 2.9. “Key Employee” 3 2.10. “1933 Act” 3 2.11. “1934 Act” 3 2.12. “1934 Act Person” 3 2.13. “NQO” 3 2.14. “Option” 3 2.15. “Option Agreement” 4 2.16. “Option Price” 4 2.17. “Parent” 4 2.18. “Plan” 4 2.19. “SAR Value” 4 2.20. “Stock” 4 2.21. “Stock Appreciation Right” 4 2.22. “Stock Appreciation Right Certificate” 4 2.23. “Stock Grant” 4 2.24. “Stock Grant Certificate” 4 2.25. “Subsidiary” 4 2.26. (July 9th, 2018)The purpose of this Plan is to promote the interests of Vaccinex and its related companies by providing for the grant of Options and Stock Appreciation Rights and for Stock Grants to Key Employees and Directors in order (a) to encourage a sense of proprietorship on the part of Key Employees and Directors who will be largely responsible for the continued growth of Vaccinex, (b) to furnish such Key Employees and Directors with further incentive to develop and promote the business and financial success of Vaccinex, and (c) to induce such Key Employees and Directors to continue in the service of Vaccinex, by providing a means by which such selected individuals may purchase stock in Vaccinex.
Vaccinex, Inc. – VACCINEX, INC. 2001 EMPLOYEE EQUITY PLAN INCENTIVE STOCK OPTION AGREEMENT GRANT (July 9th, 2018)This Option Agreement evidences the grant by Vaccinex, Inc. (“Vaccinex”), in accordance with the Vaccinex, Inc. 2001 Employee Equity Plan (the “Plan”), of an Incentive Stock Option (“ISO”) to (“Key Employee”) to purchase from Vaccinex shares of $0.0001 par value common stock of Vaccinex (the “Stock”) at an Option Price per share equal to $ . This ISO is granted effective as of (the “Grant Date”). Vaccinex intends that this ISO constitute an incentive stock option under § 422 of the Code.
Vaccinex, Inc. – AMENDED AND RESTATED BYLAWS OF VACCINEX INC. (July 9th, 2018)
Vaccinex, Inc. – VACCINEX, INC. AMENDED AND RESTATED SERIES B PREFERRED STOCK CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware (July 9th, 2018)Vaccinex, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation. as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, said Board of Directors, by unanimous written consent, adopted the following resolution which remains in mill force and effect as of the date hereof:
Vaccinex, Inc. – VACCINEX, INC. a Delaware Corporation AMENDED AND RESTATED BYLAWS As Adopted [effective upon IPO closing], 2018 (July 9th, 2018)
Vaccinex, Inc. – CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (July 9th, 2018)This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of October 4, 2016 (the “Effective Date”), is by and between Ares Trading S.A., Z.I de l’Ouriettaz, CH-1170 Aubonne, Switzerland (“Merck”), and Vaccinex, Inc., having a place of business at 1895 Mt. Hope Avenue, Rochester, NY 14620 (“Vaccinex”). Merck and Vaccinex are each referred to herein individually as “Party” and collectively as “Parties”.
Vaccinex, Inc. – CONFIDENTIAL GPEx® DEVELOPMENT AND MANUFACTURING AGREEMENT (July 9th, 2018)This GPEx® Development and Manufacturing Agreement (“Agreement”) is made as of January 13, 2010 (“Effective Date”), by and between Vaccinex, Inc., a with a place of business at 1895 Mt. Hope Avenue, Rochester, NY 14620, USA (“Vaccinex”) and Catalent Pharma Solutions, LLC, a Delaware limited liability company, with a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873, USA (“Catalent”).
Vaccinex, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VACCINEX, INC. (July 9th, 2018)The address of its registered agent in the State of Delaware is NCR, 615 South DuPont Highway, Kent County, Dover, Delaware, 19901. The name of the registered agent is National Corporate Research, Ltd.
