Immuneering Corp Sample Contracts
IMMUNEERING CORPORATION Indemnification AgreementIndemnification Agreement • July 26th, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, 2021 between Immuneering Corporation, a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
·] Shares IMMUNEERING CORPORATION COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2021 • Immuneering Corp • Pharmaceutical preparations • New York
IMMUNEERING CORPORATION EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 10th, 2022 • Immuneering Corp • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Immuneering Corporation, a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on the terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
Employment AgreementEmployment Agreement • March 1st, 2024 • Immuneering Corp • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”), dated as of March 24, 2023, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Harold E. Brakewood (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
2,727,273 Shares IMMUNEERING CORPORATION CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2023 • Immuneering Corp • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2025, between Immuneering Corporation, 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”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 26th, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 21st day of December, 2020, by and among Immuneering Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
MASTER SERVICES AGREEMENTMaster Services Agreement • July 9th, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware
This Master Services Agreement (“Agreement”), effective as of August 5th, 2019 (“Effective Date”), is made by and between Bioarkive LLC, a limited liability company under the laws of California, USA, having its registered offices and principal place of business at 11421 W Bernardo Court (Suite 200), San Diego, CA 92127 (hereinafter referred to as “Bioarkive”); and Immuneering Corporation, a corporation, incorporated under the laws of Delaware, USA, having its registered offices and principal place of business at 245 Main St, Second Floor, Cambridge, MA 02142 (hereinafter referred to as “Client”).
SHARE PURCHASE AGREEMENT by and among BioArkive, Inc., the Sellers Listed on the Signature Pages Hereto, and the Purchaser DATED AS OF DECEMBER 22, 2021Share Purchase Agreement • December 22nd, 2021 • Immuneering Corp • Pharmaceutical preparations • Delaware
THIS SHARE PURCHASE AGREEMENT is entered into as of December 22, 2021 (this “Agreement”), by and among (a) BioArkive, Inc., a corporation incorporated pursuant to the laws of California (the “Company”), (b) the Sellers listed on the signature pages hereto (each individually a “Seller”, and collectively, the “Sellers”), and (c) Immuneering Corporation, a corporation incorporated pursuant to the laws of Delaware (the “Purchaser”). The Company, the Sellers, and the Purchaser shall each be referred to in this Agreement, unless the context otherwise requires, as a “Party,” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings ascribed thereto, or as otherwise indicated by reference, in Article IX hereof.
Separation Agreement and ReleaseSeparation Agreement and Release • November 9th, 2023 • Immuneering Corp • Pharmaceutical preparations
WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of July 23, 2021 (the “Employment Agreement”) and that certain Invention and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement, each dated October 14, 2019 (collectively, the “Restrictive Covenant Agreement”); and
VIA EMAILLetter Agreement • July 25th, 2022 • Immuneering Corp • Pharmaceutical preparations
As we discussed, this letter agreement (the “Letter Agreement”), effective as of August 10, 2022, describes compensation payable to you by Immuneering Corporation (the “Company”) under the terms set forth below.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT IMMUNEERING CORPorationSecurity Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (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 August ____, 2025 (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Immuneering Corporation, a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one shares of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT IMMUNEERING CORPorationCommon Stock Purchase Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 August ____, 2025 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) on the date that is five years following the Effective Date (as defined in the Purchase Agreement) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Immuneering Corporation, a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one shares of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2025 • Immuneering Corp • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 24, 2025, by and among Immuneering Corporation, a Delaware corporation (the “Company”), and Aventis Inc. (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 21, 2025, between Immuneering Corporation, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
IMMUNEERING CORPORATION 18,959,914 Shares of Class A Common Stock (Par Value $0.001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2025 • Immuneering Corp • Pharmaceutical preparations • New York
Immuneering Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Leerink Partners LLC and Oppenheimer & Co. Inc. (the “Underwriters”), 18,959,914 shares (the “Firm Shares”) of its Class A common stock, $0.001 par value per share (the “Common Stock”). The Company also proposes to issue and sell to the Underwriters not more than an additional 2,843,987 shares of Common Stock (the “Additional Shares”), if and to the extent that the Underwriters shall have determined to exercise the right to purchase such additional shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”
IMMUNEERING CORPORATION EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 13th, 2025 • Immuneering Corp • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Immuneering Corporation, a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on the terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.