X0206 3 2021-11-10 0 0001851657 Vaxxinity, Inc. VAXX 0001890585 Hu Mei Mei C/O VAXXINITY, INC 1717 MAIN ST, STE 3388 DALLAS TX 75201 1 1 1 0 See Remarks Class A common stock 51338366 I Held by United Biomedical Inc. See Note Class B common stock 5518961 D Class B common stock 3955512 I Held by spouse. See Note Series A preferred stock Class A common stock I Held by held by Blackfoot Healthcare Ventures LLC. See Note Series A preferred stock Class A common stock I Held by United Biomedical Inc. See Note Series A preferred stock Class A common stock I Held by United Biomedical Inc., Asia. See Note Stock option (right to buy) 10.0673 Class B common stock 2991835 D Stock option (right to buy) 10.0673 Class B common stock 378785 D Stock option (right to buy) 0.284 2031-01-26 Class A common stock 1590547 D Warrant 12.45 Class A common stock I See Note Stock option (right to buy) 0.284 2031-03-01 Class A common stock 2346709 I Held by spouse. See Note Stock option (right to buy) 10.0673 Class B common stock 2991835 I Held by spouse. See Note These securities are held by United Biomedical Inc. ("UBI"). Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all securities held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI in which the Reporting Person has no pecuniary interest. Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date. These securities are held by Louis Reese, the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Louis Reese in which the Reporting Person has no pecuniary interest. The 422,696 shares of Series A preferred stock will convert into 271,655 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock. These shares are held by Blackfoot Healthcare Ventures LLC ("Blackfoot"). The Reporting Person is one of two shareholders of Blackfoot and may therefore be deemed to beneficially own the securities held by Blackfoot. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Blackfoot in which the Reporting Person has no pecuniary interest. The 384,410 shares of Series A preferred stock will convert into 247,050 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock. The 6,554,643 shares of Series A preferred stock will convert into 4,212,495 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock. Held by United Biomedical, Asia Inc. ("UBIA"). UBI, through a subsidiary, holds a majority equity interest in UBIA and may be deemed to be the beneficial owner of the shares held by UBIA. Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI or UBIA in which the Reporting Person has no pecuniary interest. Represents 2,991,835 performance-vesting options. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031. Represents 378,785 time-vesting options. These options are subject to a four-year time-vesting schedule, with 25% vesting on 1/26/2022 and the remainder vesting in equal installments each month during remainder of the vesting period. Represents 1,590,547 time-vesting options. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period. Represents 1,928,020 shares underlying a warrant. The warrant is currently exercisable. Represents 2,346,709 time-vesting options held by Louis Reese, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% vested on 1/1/2018 and the remainder vesting in equal installments each month during remainder of the vesting period. Represents 2,991,835 performance-vesting options. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031. Chief Executive Officer and President The Reporting Person, Louis Reese, Blackfoot and UBI have entered into a voting agreement providing the Reporting Person with the authority (and irrevocable proxies) to vote the shares of capital stock held by such stockholders at the Reporting Persons' discretion on all matters to be voted upon by stockholders of Vaxxinty, Inc. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by such stockholders in which the Reporting Person has no pecuniary interest. Exhibit 24 - Power of Attorney /s/ Rene Paula, attorney-in-fact for Mei Mei Hu 2021-11-10