UNDERWRITING AGREEMENT between VIRPAX PHARMACEUTICALS, INC. and THINKEQUITY as Representative of the Several Underwriters VIRPAX PHARMACEUTICALS, INC.Underwriting Agreement • September 9th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Virpax Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity (hereinafter referred to as “you” (including its correlatives) or 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _________ __, 2020 by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
Form of Representative’s Warrant AgreementVirpax Pharmaceuticals, Inc. • February 2nd, 2021 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. 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 [ ], 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is [five (5)] years following the effective date of the registration statement for the offering, but not thereafter, to subscribe for and purchase from Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
UNDERWRITING AGREEMENT between VIRPAX PHARMACEUTICALS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters VIRPAX PHARMACEUTICALS, INC.Underwriting Agreement • February 2nd, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Virpax Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or 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:
RESTRICTED STOCK UNIT AWARD AGREEMENT VIRPAX PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2023 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENT dated as of December 6, 2023 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Gerald Bruce (the “Executive”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
EMPLOYMENT AGREEMENT effective as of April 15, 2021 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Jeffrey Gudin, MD (the “Executive”).
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTDevelopment Agreement • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
Agreement for the Rendering of Research ServicesAgreement • September 9th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT for the rendering of research services (the “Agreement”) is entered into as of June 29, 2021 (the “Effective Date”) by and between LipocureRX, Ltd., a company organized and existing under the laws of Israel (“Lipocure”), and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
RESEARCH AND OPTION AGREEMENTResearch and Option Agreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
Net Sales shall mean, with respect to any Product, the gross amount invoiced with respect thereto (whether by the Buyer, any Affiliate of the Buyer, any co-marketer, collaborator, joint venturer or other partner with the Buyer or any of its Affiliates) in the Territory, less, to the extent deducted from or on such invoice consistent with GAAP, the following items:
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. Agreement for the Rendering of Research ServicesAgreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • London
THIS AGREEMENT for the rendering of research services (the “Agreement”) is entered into as of October 11, 2020 (the “Effective Date”) by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. (“Yissum”) with offices at Hi-Tech Park, Edmond J. Safra Campus, Givat Ram, P.O.B 39135, Jerusalem 91390, Israel and Virpax Pharmaceuticals, Inc. (the “Company”) with offices at 101 Lindenwood Drive, Suite 225, Malvern, PA 19355 USA.
SECOND AMENDMENT TO THE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND ANTHONY P. MACKVirpax Pharmaceuticals, Inc. • November 20th, 2020 • Pharmaceutical preparations
This Second Amendment to the Promissory Note dated October 1, 2018 (the “Second Amendment”) is entered into as of October 28, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (“Virpax”) and Anthony P. Mack (“AM”). Virpax and AM may be collectively referred to herein as the “Parties.”
SECOND AMENDMENT TO THE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND ANTHONY P. MACKVirpax Pharmaceuticals, Inc. • November 20th, 2020 • Pharmaceutical preparations
This Second Amendment to the Promissory Note dated January 15, 2019 (“Second Amendment”) is entered into as of October 28, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (“Virpax”) and Anthony P. Mack (“AM”). Virpax and AM may be collectively referred to herein as the “Parties.”
FIRST AMENDMENT TO THE SERVICES CONVERTIBLE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND RRD INTERNATIONAL, LLCThe Services • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment to the Services Convertible Promissory Note (Exhibit A to the Service Provider Convertible Note Purchase Agreement dated August 29, 2019, this “Amendment”) is entered into on March 25, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (the “Virpax”) and RRD International, LLC (“RRD”). Virpax and RRD may be collectively referred to herein as the “Parties.”
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. AMENDMENT TO RESEARCH AND OPTION AGREEMENTResearch and Option Agreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Research and Option Agreement (this “Amendment”) is made effective as of May 30, 2018 (the “First Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and MedPharm Limited (“MedPharm”). Virpax and MedPharm are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
VIRPAX PHARMACEUTICALS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 25th, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual identified in Exhibit A (the “Awardee”).
FIRST AMENDMENT TO THE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND ANTHONY P. MACKVirpax Pharmaceuticals, Inc. • October 9th, 2020 • Pharmaceutical preparations
This First Amendment to the Promissory Note dated October 1, 2018, this (“Amendment”) is entered into on April 6, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (“Virpax”) and Anthony P. Mack (“AM”). Virpax and AM may be collectively referred to herein as the “Parties.”
FIRST AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This FIRST AMENDED EMPLOYMENT AGREEMENT dated March 29, 2022, and effective as of January 31, 2022, (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Jeffrey Gudin, MD (the “Executive”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 21st, 2023 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
This Separation Agreement and Release (“Agreement”) is made by and between Christopher M. Chipman (“Employee”) and Virpax Pharmaceuticals, Inc., Inc. (“Virpax”, or the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESSettlement Agreement and Mutual Releases • March 1st, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Settlement Agreement and Mutual Releases (the “Agreement”) is entered into as of February 29, 2024 by and among Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc., on the one hand, and Virpax Pharmaceuticals, Inc. on the other hand. They are collectively referred to herein as “the Parties” and each individually as a “Party.”
SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS LTD. AND VIRPAX PHARMACEUTICALS, INC.Collaboration and License Agreement • August 10th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to the Collaboration and License Agreement (this “Amendment”) is made effective as of 5/5/21 (the “Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and Nanomerics Ltd. (“Nanomerics”). Virpax and Nanomerics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
Agreement for the Rendering of Research ServicesAgreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • London
THIS AGREEMENT for the rendering of research services (the “Agreement”) is entered into as of May 12, 2019 (the “Effective Date”) by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. (“Yissum”) with offices at Hi-Tech Park, Edmond J. Safra Campus, Givat Ram , P.O.8 39 1 35 , Jerusalem 91390, Israel and Virpax Pharmaceuticals, In c. (the “Company”) with offices at IO I Linden wood Drive, Suite 225, Malvern, PA 19355 USA.
AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS LTD. AND VIRPAX PHARMACEUTICALS, INC.Collaboration and License Agreement • January 8th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to the Collaboration and License Agreement (this “Amendment”) is made effective as of December 31, 2020 (the “Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and Nanomerics Ltd. (“Nanomerics”). Virpax and Nanomerics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 2Virpax Pharmaceuticals, Inc. • August 10th, 2021 • Pharmaceutical preparations
This Amendment No. 2 (the “Amendment”) to the Collaboration and License Agreement dated April 11th 2019, as amended by the Amendment No 1 dated December 30th 2019 with respect to the PTSD Program, by and between Nanomerics Ltd. (“Nanomerics”) and Virpax Pharmaceuticals, Inc. (“Virpax”) (the “Agreement”), is made effective this day of January 2021 (the “Amendment Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • October 9th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Consulting Agreement (the “Agreement”) is entered into as of March 11, 2020 (the “Effective Date”), by and between Virpax Pharmaceuticals, Inc., a Delaware corporation, located at 101 Lindenwood Drive, Suite 225, Malvern, PA 19355 (“Virpax”), and Gerald W. Bruce, located at [***] (“Consultant”).
FOURTH AMENDMENT TO THE SERVICES CONVERTIBLE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND RRD INTERNATIONAL, LLCThe Services • January 8th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This Fourth Amendment to the Services Convertible Promissory Note (Exhibit A to the Service Provider Convertible Note Purchase Agreement dated August 29, 2019, this “Amendment”) is entered into on December 31, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (the “Virpax”) and RRD International, LLC (“RRD” or “Service Provider”). Virpax and RRD may be collectively referred to herein as the “Parties.”
Agreement for the Rendering of Research ServicesAgreement • September 9th, 2021 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • London
THIS AGREEMENT for the rendering of research services (the “Agreement”) is entered into as of June 30, 2021 (the "Effective Date") by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. (“Yissum”) with offices at Hi-Tech Park, Edmond J. Safra Campus, Givat Ram, P.O.B 39135, Jerusalem 91390, Israel and Virpax Pharmaceuticals, Inc. (the “Company”) with offices at 1055 Westlakes Drive, Suite 300, Berwyn, PA 19312 USA.
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • London
YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”) of the first part; and
LICENSE AND SUBLICENSE AGREEMENTLicense and Sublicense Agreement • November 20th, 2020 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • England
This License AND Sub-License Agreement (“Agreement”), effective as of March 19, 2018 (the “Effective Date”), is made by and between LipocureRX, Ltd., a company organized and existing under the laws of Israel (“Lipocure”), and Virpax Pharmaceuticals, Inc., a Delaware corporation (“Virpax”).
FIRST AMENDMENT TO THE PROMISSORY NOTE BETWEEN VIRPAX PHARMACEUTICALS, INC. AND ANTHONY P. MACKVirpax Pharmaceuticals, Inc. • October 9th, 2020 • Pharmaceutical preparations
This First Amendment to the Promissory Note dated January 15, 2019, this (“Amendment”) is entered into on April 6, 2020 (the “Effective Date”) between Virpax Pharmaceuticals, Inc., (“Virpax”) and Anthony P. Mack (“AM”). Virpax and AM may be collectively referred to herein as the “Parties.”
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. AMENDED & RESTATED COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS Ltd AND VIRPAX PHARMACEUTICALS, INC.Collaboration and License Agreement • March 31st, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amended & Restated Collaboration and License Agreement (this “Agreement”) is made effective as of the 9th day of March 2022 (the “New Effective Date”), by and between
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2024 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
EMPLOYMENT AGREEMENT effective as of April 7, 2021 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Sheila Mathias (the “Executive”).
FIRST AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Virpax Pharmaceuticals, Inc. • Pharmaceutical preparations
This FIRST AMENDED EMPLOYMENT AGREEMENT dated March 29, 2022, and effective as of January 31, 2022, (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Christopher Chipman (the “Executive”).
