NOTE

. Commitments and Contingencies

(a)

Leases

The Company's lease commitments are detailed in Note

(b)

Indemnifications

In the ordinary course of business, the Company enters into agreements that

may

include indemnification provisions. Pursuant to such agreements, the Company

may

indemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from

third

-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is

not

determinable. The Company has also entered into indemnification agreements with its directors and officers that require the Company to indemnify its directors and officers against liabilities that

may

arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors' and officers' insurance.

(c)

Litigation

From time to time the Company

may

be involved in legal proceedings arising in connection with its business. Based on information currently available, the Company believes that the amount, or range, of reasonably possible losses in connection with any pending actions against it in excess of established reserves, in the aggregate, is

not

material to its consolidated financial condition or cash flows. However, any current or future dispute resolution or legal proceeding, regardless of the merits of any such proceeding, could result in substantial costs and a diversion of management's attention and resources that are needed to run the Company successfully, and could have a material adverse impact on its business, financial condition and results of operations.

August 4, 2020,

a purported shareholder derivative complaint was filed in the Superior Court of California, San Mateo County, entitled Godfrey v. Latour, et al. An amended complaint was filed on

September 4, 2020,

and the case was re-named Ennis v. Latour, et al. The amended complaint names certain of Vaxart's officers and directors as defendants, asserting claims against them for breach of fiduciary duty, unjust enrichment, and waste and seeking, among other things, an award of unspecified damages, certain equitable relief, and attorneys' fees and costs. The complaint also asserts claims for breach of fiduciary duty, unjust enrichment, and aiding and abetting breach of fiduciary duty against Armistice Capital, LLC (“Armistice”). The claims challenge certain stock options granted to certain of the Company's officers and directors between

March 24, 2020

and

June 15, 2020

and certain amendments to

two

warrants held by Armistice, as disclosed on

June 8, 2020.

The amended complaint purports to bring the lawsuit derivatively on behalf of and for the benefit of the Company and names the Company as a “nominal defendant” against which

damages are sought. On

October 14, 2020,

all defendants in the action filed a demurrer with the court, seeking to have the entire case dismissed.

September 8, 2020,

a purported shareholder derivative complaint was filed in the Chancery Court in the State of Delaware, entitled Galjour v. Floroiu, et al. On

October 20, 2020,

a purported shareholder derivative and class action complaint, entitled Jaquith v. Vaxart, Inc., was filed in the Court of Chancery of the State of Delaware. The complaints name as defendants certain of Vaxart's current and former directors, asserting claims against them for breach of fiduciary duty, unjust enrichment, and waste and seeking, among other things, an award of unspecified damages, certain equitable relief, and attorneys' fees and costs. The complaints also assert claims against Armistice. The complaints challenge certain stock options granted to certain of the Company's officers and directors between

June 8, 2020

and

June 15, 2020

and certain amendments made to

two

warrants held by Armistice, as disclosed on

June 9, 2020.

Both complaints purport to bring suit derivatively on behalf of and for the benefit of the Company, and the Jaquith complaint also purports to assert a direct claim for breach of fiduciary duty on behalf of a class of Vaxart stockholders. Both complaints name the Company as a “nominal defendant” against which

claims are asserted and

damages are sought. On

October 9, 2020,

Defendants moved to dismiss the Galjour complaint and to stay the action pending disposition of the Ennis action in California. On

November 9, 2020,

the Court denied Defendant's motion to stay the Galjour action pending disposition of the Ennis action in California. On

November 9, 2020,

the Court also ordered that the parties meet and confer to consolidate the Jaquith and Galjour actions.

September 17, 2020,

a purported derivative complaint was filed in the U.S. District Court for the Northern District of California, entitled Stachowski v. Boyd, et al. The complaint names as defendants certain of Vaxart's current directors, asserting claims against them for breach of fiduciary duty and unjust enrichment and seeking, among other things, an award of unspecified damages, certain equitable relief, and attorneys' fees and costs. The complaint also alleges a violation of

§14

(a) of the Securities Exchange Act of

1934

for allegedly false statements or omissions in the Company's

April 24, 2020,

proxy statement regarding the Company's options practices. The complaint also asserts a claim for breach of fiduciary duty against Armistice. The claims are based on allegations that certain stock options granted to certain of the Company's officers and directors between

June 8

and

June 15, 2020,

were allegedly improper and that certain warrants held by Armistice were amended on

June 8, 2020,

allegedly for

consideration. The complaint purports to bring the lawsuit derivatively on behalf of and for the benefit of the Company and names the Company as a “nominal defendant” against which

claims are asserted and

damages are sought.

Two substantially similar securities class actions were filed in the U.S. District Court for the Northern District of California, the first, titled Himmelberg v. Vaxart, Inc. et al. was filed on

August 24, 2020 (

the “Himmelberg Action”), and the

second

action, titled Hovhannisyan v. Vaxart, Inc. et al. was filed on

September 1, 2020 (

the “Hovhannisyan Action,” and together, the “Putative Class Actions”). On

September 17, 2020,

the court issued an order that the Putative Class Actions were related and would proceed as

one

consolidated action. The Putative Class Actions both name as defendants certain of Vaxart's current and former executive officers and directors, and Armistice. The complaint claims

two

violations of federal civil securities laws, violation of SEC Rule

10b

as against all defendants; and violation of Section

(A) of the Exchange Act, as against all defendants except for Vaxart. The Putative Class Actions allege defendants violated securities laws by misstating and omitting information regarding the Company's Operation Warp Speed (“OWS”) involvement to deceive the investing public and inflate the market price of Vaxart securities. The Putative Class Actions seek to be certified as a class action for similarly situated shareholders and seek, among other things, an uncertain amount of damages and attorneys' fees and costs.

October 23, 2020,

a purported shareholder derivative complaint was filed in the U.S. District Court for the Southern District of New York, entitled Roth v. Armistice Capital LLC, et al. The complaint names Armistice and an Armistice-affiliated Company director as defendants, asserting a violation of Exchange Act Section

(b) and seeking the disgorgement of short-swing profits obtained in violation thereof. The complaint purports to bring the lawsuit derivatively on behalf of and for the benefit of the Company and names the Company as a “nominal defendant” against which

damages are sought.

The Company's legal costs incurred in its defense against these claims are expensed as incurred.