Genelux Corp Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of , by and between GENELUX CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).

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Genelux Corporation AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________ GENELUX CORPORATION FORM OF PREFERRED STOCK WARRANT AGREEMENT
Warrant Agreement • February 2nd, 2024 • GENELUX Corp • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Genelux Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

Genelux Corporation Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT
Sales Agreement • February 2nd, 2024 • GENELUX Corp • Pharmaceutical preparations • New York

Genelux Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Guggenheim Securities, LLC (the “Agent”), as follows:

GENELUX CORPORATION AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________ GENELUX CORPORATION FORM OF DEBT SECURITIES WARRANT AGREEMENT
Warrant Agreement • February 2nd, 2024 • GENELUX Corp • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between GENELUX CORPORATION, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

UNDERWRITING AGREEMENT
Underwriting Agreement • September 19th, 2022 • Genelux Corp • Pharmaceutical preparations • New York

The undersigned, Genelux Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company LLC (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:

September 9, 2022 Douglas Samuelson, CPA (inactive)
Genelux Corp • January 10th, 2023 • Pharmaceutical preparations

Genelux Corporation (the “Company”) is pleased to offer you at-will employment in the position of Vice President, Finance on the terms and conditions set forth in this letter agreement (this “Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 12th, 2023 • GENELUX Corp • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”), dated as of June 9, 2023, is made by and among Genelux Corporation, a Delaware corporation (the “Company”), and the Purchasers listed on the signature pages hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).

Contract
GENELUX Corp • August 14th, 2023 • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREIN, UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

LEASE [San Diego Science Center / Genelux Corporation]
Lease • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations
GENELUX CORPORATION INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • California

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 8, 2010 by and among Genelux Corporation, a Delaware corporation (the “Company”), Abbott Laboratories, an Illinois corporation (“Abbott”), and Dr. Szalay (the “Founder”).

August 25, 2023
GENELUX Corp • November 14th, 2023 • Pharmaceutical preparations

Genelux Corporation (the “Company”) is pleased to offer you continuing at-will employment in the position of Chief Financial Officer, on the terms and conditions set forth in this letter agreement (this “Agreement”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT
License Agreement • May 20th, 2022 • Genelux Corp • Pharmaceutical preparations • California

Genelux Corporation, a Delaware corporation with its principal place of business at 3030 Bunker Hill Street, Suite 310, San Diego, CA 92109 (“Licensor”), and

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • California

This Convertible Note Purchase Agreement (the “Agreement”) is made and entered on this ___th day of _____, 2019, (the “Effective Date”) by and between [name] (“Lender”), and GENELUX CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (“Borrower”).

UMBRELLA AGREEMENT REGARDING _______ FAMILY INVESTMENTS IN GENEUX CORPORATION
Umbrella Agreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations

This umbrella agreement (“Agreement”) is entered into this ___ day of ____ between Genelux Corporation, 3030 Bunker Hill Street, #310, San Diego, CA 92109 (hereafter “Company”) and the following individuals and entities (collectively, the “_______”):

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT
License Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • Delaware

Genelux Corporation, a Delaware corporation with its principal place of business at 2625 Townsgate Road, Westlake Village, CA 91361 (“Licensor”), and

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT between Genelux...
License Agreement • June 24th, 2022 • Genelux Corp • Pharmaceutical preparations • California

This License Agreement (this “Agreement”) is made and entered into as of September 27, 2021 (the “Effective Date”) by and between Genelux Corporation, a company registered according to the laws of and incorporated in Delaware, with its principal place of business at 2625 Townsgate Road, Suite 230, Westlake Village, CA (“Genelux”) and Newsoara BioPharma Co. Ltd, a company registered according to the laws of China and incorporated in Shanghai, with its principal place of business at Room 413, Building 3, No. 1690 Cai Lun Road (“Newsoara”). Genelux and Newsoara are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

LIMITED LIABILITY COMPANY AGREEMENT OF V2ACT THERAPEUTICS, LLC
Limited Liability Company Agreement • May 20th, 2022 • Genelux Corp • Pharmaceutical preparations • Delaware

This Limited Liability Company Agreement (this “Agreement”) of V2ACT Therapeutics, LLC, a Delaware limited liability company (the “Company”), is entered into as of January 3, 2019, by and among the Company, TVAX Biomedical, Inc., a Delaware corporation (“TVAX”), and Genelux Corporation, a Delaware corporation (“Genelux”).

AMENDMENT TO
Promissory Notes • May 15th, 2023 • Genelux Corp • Pharmaceutical preparations

This Amendment to 2022 Unsecured Promissory Notes (this “Amendment”), dated as of February 28, 2023, is made and entered into by and among Genelux Corporation, a Delaware corporation (the “Company”), and the undersigned noteholders (the “Holders”) of the Company’s 2022 unsecured promissory notes (the “Notes”).

GENELUX CORPORATION CONSULTING AGREEMENT
Genelux Corporation Consulting Agreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations • California

THIS AGREEMENT is made and entered into effective as of the 1st day of September, 2011 (the “Effective Date”), by and between Genelux Corporation, a Delaware corporation (the “Company”), and Pharmaceutical Research Consulting (PRC) (“Consultant”).

Agreement/Promissory Note
Agreement • June 24th, 2021 • Genelux Corp • Pharmaceutical preparations • California

This Agreement/Promissory Note is entered into as of April 28, 2016. The parties to this Agreement are Jillian and Curtis Helmer (Lender) and Genelux Corporation (Borrower).

Contract
Genelux Corp • June 24th, 2021 • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS PROVIDED HEREIN AND IN A NOTE AND WARRANT PURCHASE AGREEMENT WITH THE COMPANY AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREIN AND THEREIN, UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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