Material Agreement Form 8 K

On November 13, 2024, Vaccinex, Inc. (the "Company") entered into a securities purchase agreement (the "Agreement") pursuant to which the Company issued and sold to the purchasers named therein (the "Investors") an aggregate of (i) 76,909 shares ("Shares") of the Company's common stock ("Common Stock") at a price of $3.25 per Share and (ii) pre-fundedwarrants ("Pre-FundedWarrants") to purchase up to 584,646 shares of Common Stock at a price of $3.2499 per Pre-FundedWarrant (together, the "Securities" and such transaction, the "Private Placement"). The Private Placement closed on November 14, 2024 for aggregate gross proceeds to the Company of approximately $2.15 million.

The Pre-FundedWarrants have an initial exercise price of $0.0001 per share, are immediately exercisable, and may be exercised at any time until they are exercised in full, subject to a 39.99% beneficial ownership limitation provision contained therein.

The Investors are FCMI Parent Co., which purchased Shares and Pre-FundedWarrants and is controlled by Albert D. Friedberg, chair of the Board of Directors of the Company (the "Board"), and Vaccinex (Rochester), L.L.C., which purchased Shares and is controlled by Maurice Zauderer, Ph.D., the Company's president, chief executive officer and a member of the Board.

The Agreement provides the Investors with certain participation rights in connection with the first financing within six months of the date of the Agreement that consists of the sale of Common Stock and warrants to purchase Common Stock ("Warrants"), if any, including a sale of units consisting of Common Stock and Warrants (the "Subsequent Offering"). The participation rights would permit each Investor to purchase, for a price of $0.125 per Warrant and otherwise on substantially the same terms as the Warrants sold in the Subsequent Offering, Warrants exercisable for up to a number of shares of Common Stock equal to the number that the Investor would have received if the Investor had purchased in the Subsequent Offering a number of shares of Common Stock or units equal to the number of Shares and Pre-FundedWarrants that the Investor purchased in the Private Placement. The Agreement also provides the Investors with customary resale registration rights with respect to the Shares and the shares underlying the Pre-FundedWarrants.

The sale of the Securities was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities were issued and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act. Each of the Investors represented that it is an "accredited investor" within the meaning of Rule 501 of Regulation D, was acquiring the Securities for its own account, and had no direct or indirect arrangement or understanding with any other persons to distribute or regarding the distribution of such Securities. The Securities were offered and sold without any general solicitation by the Company or its representatives.

The descriptions of the terms and conditions of the Pre-FundedWarrants and the Agreement are qualified by reference to the full text of such documents, which are attached hereto as Exhibits 4.1 and 10.1, respectively.