[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant customarily and actually treats as private and confidential.
This VOTING AGREEMENT (hereinafter referred to as this Agreement), is entered into as of October 1, 2021, by and among Louis Reese, Blackfoot Healthcare Ventures LLC, a Delaware limited liability company and United Biomedical, Inc., a Delaware corporation, (each, a Stockholder and, collectively, the Stockholders; subject to adjustment as set forth in Sections 2(a) and 2(c)(i) below) and Mei Mei Hu (the Grantee; subject to adjustment as set forth in Section 2(c)(i) below).
WHEREAS each Stockholder is a stockholder of Vaxxinity, Inc., a Delaware corporation (the Company); and
WHEREAS on August 6, 2021, the Company submitted to the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended, a draft registration statement on Form S-1 relating to the initial public offering (the IPO) of the Company, as amended by an amendment to the draft registration statement submitted to the SEC on September 16, 2021;
WHEREAS each of the Stockholders and the Grantee desires to enter into this Agreement to set forth certain matters with respect to certain shares of capital stock of the Company held or owned, directly or indirectly, by each of the Stockholders.
NOW, THEREFORE, in consideration of the premises and of the covenants and obligations contained herein, the parties hereto agree as follows:
1. Definitions. Unless the context otherwise requires, for the purposes of this Agreement, the following terms shall have the meanings specified below.
(a) 13D Group means any group of persons formed for the purpose of acquiring, holding, voting or disposing of voting securities of the Company (or any securities convertible, exchangeable for or otherwise exercisable to acquire such voting securities) which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D or Schedule 13G with the SEC as a person within the meaning of Section 13(d) (3) of the Exchange Act if such group beneficially owned (within the meaning set forth in Rule 13d-3 or Rule 13d-5(b)(i) of the rules and regulations promulgated under the Exchange Act) voting securities of the Company representing more than 5% of any class of voting securities of the Company then outstanding.
(b) Actively Engaged, with respect to Grantee on any date of determination, means (i) Grantee is then a Director and (ii) Grantee has not sold, or otherwise disposed for pecuniary gain, shares of the Companys Class B Common Stock in excess of the Threshold Amount.
(c) Affiliate means (i) with respect to any Person (including a natural person), any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person; (ii) with respect to any Person (other than a natural person), any other Person directly or indirectly owning or controlling ten percent (10%) or more of any class of equity interests of such Person; (iii) with respect to any Person (other than a natural person), any officer, director, general partner or trustee of such Person; and (iv) with respect to any Person that is a natural Person, (x) the parents, siblings, spouse, former spouse and children (including stepchildren and those by adoption) of such Person and any other Person who lives in such Persons household; (y) the parents, siblings, spouse, or children (including stepchildren and those by adoption) of any of the foregoing described in clause (x); and (z) any trust or other entity whose primary beneficiary or beneficial owner is such Person or any Person described in clause (x) or (y).