vaxxdef14a

DEF 14A 1 vaxxdef14a.htm DEF 14A vaxxdef14a

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.

)

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Vaxxinity,

Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange

Act Rules 14a-6(i)(1) and 0-11.

April 28, 2023

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 202

annual meeting of stockholders (the

“Annual Meeting”) of Vaxxinity

Inc., which will be held on Tuesday,

June 20, 2023, beginning at 10:00 a.m.,

Eastern Time.

The Annual Meeting will be a completely virtual meeting, which will be conducted via

live webcast,

and you may attend the meeting virtually by visiting https://web.lumiagm.com/284047551

(password:

vaxxinity2023).

We believe hosting a virtual

annual meeting enables greater stockholder attendance and

participation from any location around the world, improves meeting

efficiency and our ability to communicate

effectively with our stockholders, and reduces the cost and environmental

impact of our annual meeting.

Attached to this letter are a Notice of Annual Meeting of Stockholders

and Proxy Statement, which describe the

business to be conducted at the meeting.

At the annual meeting, nine persons will be elected to our board of directors.

In addition, we will ask stockholders

to ratify the appointment of Armanino LLP as our independent registered

public accounting firm for our fiscal year

ending December 31, 2023.

The board of directors recommends the approval of each of these proposals. Such other

business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies

to furnish proxy materials to stockholders

over the Internet, we have elected to deliver our proxy materials to certain

of our stockholders over the Internet.

This delivery process allows us to provide stockholders with the information

they need, while at the same time

conserving natural resources and lowering the cost of delivery.

On May 1, 2023, we intend to begin sending to our

stockholders a Notice of Internet Availability

of Proxy Materials (the “Internet Availability

Notice”) containing

instructions on how to access our proxy statement for our 2023 Annual Meeting

of Stockholders and our 2022

annual report to stockholders.

The Internet Availability

Notice also provides instructions on how to vote online or

by telephone, how to access the virtual annual meeting and how to receive a paper copy

of the proxy materials by

mail.

Your

vote is important to us. Please act as soon as possible to vote your shares. It is important that

your shares be

represented at the meeting whether or not you plan to attend the Annual

Meeting via the Internet. Please vote

electronically over the Internet, by telephone or by returning your signed

proxy card in the envelope provided. You

may also vote your shares online during the Annual Meeting. Instructions on how

to vote while participating at the

meeting live via the Internet are posted at https://web.lumiagm.com/284047551

On behalf of the Board of Directors and management, it is my pleasure

to express our appreciation for your

continued support.

/s/ Mei Mei Hu

Mei Mei Hu

President, Chief Executive Officer and Director

April 28, 2023

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 20, 2023

NOTICE IS HEREBY GIVEN

that the Annual Meeting of Stockholders of Vaxxinity,

Inc., a Delaware

corporation, will be held on Tuesday,

June 20, 2023, at 10:00 a.m., Eastern Time. The Annual

Meeting will be a

virtual meeting, which will be conducted via live webcast. You

will be able to attend the Annual Meeting online and

submit your questions during the meeting by visiting https://web.lumiagm.com/284047551

(password:

vaxxinity2023). For instructions on how to attend and vote your shares

at the Annual Meeting, see the information

in the accompanying Proxy Statement in the section titled “General Information

about the Annual Meeting and

Voting

-How can I attend and vote at the Annual Meeting?”

The Annual Meeting is being held:

to elect directors to hold office until the Company’s

annual meeting of stockholders to be held in 2024 and

until their respective successors have been duly elected and qualified;

to ratify the appointment of Armanino LLP as the independent registered

public accounting firm of the

Company for the fiscal year ending December 31, 2023; and

to transact such other business as may properly come before the Annual

Meeting or any continuation,

postponement or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice.

Holders of record of our

common stock as of the close of business on April 21, 2023 are entitled to notice of

and to vote at the Annual

Meeting, or any continuation, postponement or adjournment thereof.

Your

vote is important.

Please promptly vote your shares by completing,

signing, dating and returning your

proxy card or by Internet or telephone voting as described on your

proxy card.

By Order of the Board of Directors

/s/ René Paula Molina

René Paula Molina

General Counsel and Secretary

Merritt Island, Florida

April 28, 2023

This Notice of Annual Meeting and Proxy Statement

are first being distributed or made available,

as the case may be, on or about May 1, 2023.

Important Notice Regarding the Availability

of Proxy Materials for the Stockholder Meeting:

This Notice of Annual Meeting, Proxy Statement and our Annual Report are available

free of charge at

www.astproxyportal.com/ast/24848/

Vaxxinity

Inc.

505 Odyssey Way,

Merritt Island, Florida 32953

TABLE

OF CONTENTS

GENERAL INFORMATION

ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

Why did I receive a notice in the mail regarding the internet availability of proxy

materials instead of a

full set of proxy materials?

When and where will the Annual Meeting be held?

What are the purposes of the Annual Meeting?

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy

Statement?

What does it mean if I receive more than one set of proxy materials?

Who is entitled to vote at the Annual Meeting?

What is the difference between being a “record holder” and holding

shares in “street name”?

What do I do if my shares are held in “street name”?

How many shares must be present to hold the Annual Meeting?

What are “broker non-votes”?

What if a quorum is not present at the Annual Meeting?

How do I vote my shares without attending the Annual Meeting?

How can I attend and vote at the Annual Meeting?

What if during the check-in time or during the Annual Meeting I have technical difficulties

or trouble

accessing the virtual meeting website?

How does the Board recommend that I vote?

How many votes are required to approve each proposal?

What if I do not specify how my shares are to be voted?

Who will count the votes?

Can I revoke or change my vote after I submit my proxy?

Who will pay for the cost of this proxy solicitation?

Why hold a virtual meeting?

Will I be able to ask questions at the Annual Meeting?

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Board Size and Structure

Current Directors and Terms

Nominees for Director

Information About Board Nominee and Continuing Directors

Board Recommendation

CORPORATE

GOVERNANCE

Corporate Governance Guidelines

Board Leadership Structure

Board Committees

Director Nominations Process

Board Diversity

Board Role in Risk Oversight

Committee Charters and Corporate Governance Guidelines

Code of Business Conduct and Ethics

Anti-Hedging Policy

Communications with the Board

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Overview

Summary Compensation Table

Narrative Disclosure to Summary Compensation Table

Outstanding Equity Awards

at 2021 Fiscal Year

-End

Director Compensation

STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

Securities Authorized for Issuance Under Equity Compensation

Plans

DELINQUENT SECTION 16(A) REPORTS

CERTAIN

TRANSACTIONS WITH RELATED

PERSONS

Policies and Procedures on Transactions with Related

Persons

Our Relationship with UBI

Financings and Other Transactions

Limitations of Liability and Indemnification Matters

PROPOSAL NO. 2 RATIFICATION

OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting

Firm

Audit, Audit-Related, Tax

and All Other Fees

Auditor Independence

Pre-Approval Policies and Procedures

Board Recommendation

Audit Committee Report

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

HOUSEHOLDING

2021 ANNUAL REPORT

Background

Vaxxinity,

Inc., a Delaware corporation (“Vaxxinity

,” and together with its subsidiaries, the “Company”),

is a biotechnology company currently focused on developing product candidates

for human use in the fields of

neurology and coronaviruses utilizing its “Vaxxine

Platform”—a peptide vaccine technology first developed by

United Biomedical, Inc. (“UBI”) and subsequently refined over the

last two decades. The Company was formed

through the combination of two separate businesses that originated from UBI in

two separate transactions: a spin-out

from UBI in 2014 of operations focused on developing chronic disease product

candidates that resulted in United

Neuroscience (“UNS”), and a second spin-out from UBI in 2020 of operations

focused on the development of a

COVID-19 vaccine that resulted in C19 Corp. (“COVAXX”).

On February 2, 2021, Vaxxinity

was incorporated for

the purpose of reorganizing and combining UNS and COVAXX

and on March 2, 2021, did so by acquiring all of the

outstanding equity interests of UNS and COVAXX

pursuant to a contribution and exchange agreement (the

“Contribution and Exchange Agreement”) whereby the existing equity holders

of UNS and COVAXX

contributed

their equity interests in each of UNS and COVAXX

in exchange for equity in Vaxxinity

(the “Reorganization”). In

November,

2021, the Company closed its initial public offering of Class A common

stock (the “IPO”). On

December 30, 2022, COVAXX

merged with and into Vaxxinity.

For further information about the Company’s

business and the material risks that may affect the Company,

please refer to our annual report on Form 10-K for the fiscal year ended December

31, 2022 (“Annual Report”).

Vaxxinity,

Inc

505 Odyssey Way

Merritt Island

Florida 32953

PROXY STATEMENT

FOR VAXXINITY,

INC.

2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2023

This proxy statement, along with the accompanying notice of 2023 annual meeting

of stockholders, contains

information about the 2023 annual meeting of stockholders of Vaxxinity,

Inc., including any adjournments or

postponements of the annual meeting.

We are holding

the annual meeting at Tuesday,

June 20, 2023, at 10:00 a.m.,

Eastern Time, virtually at https://web.lumiagm.com/284047551

(password: vaxxinity2023).

This proxy statement relates to the solicitation of proxies by our board of directors

for use at the annual meeting.

On or about May 1, 2023, we intend to begin sending to our stockholders the Important

Notice regarding the

Availability of

Proxy Materials containing instructions on how to access our proxy statement for our 2023

annual

meeting of stockholders and our 2022 annual report to stockholders.

Although not part of this proxy statement, we are also sending, along with

this proxy statement, our 2022 annual

report, which includes our financial statements for the fiscal year ended

December 31, 2022.

IMPORTANT

NOTICE REGARDING THE AVAILABILITY

OF PROXY MATERIALS

FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 20, 2023

This proxy statement, the notice of 2023 annual meeting of stockholders,

our form of proxy card and our 2022

annual report to stockholders are available for viewing, printing and downloading

https://www.astproxyportal.com/ast/24848/.

To view these materials please have

your 11-digit control number

available that appears on your Internet Availability

Notice or proxy card.

On this website, you can also elect to

receive future distributions of our proxy statements and annual reports

to stockholders by electronic delivery.

Additionally, you

can find a copy of our Annual Report on Form 10-K, which includes our financial statements

for

the fiscal year ended December 31, 2022, on the website of the Securities and

Exchange Commission, or the SEC, at

www.sec.gov,

or in the “SEC Filings” section of the “Investors” section of our website at https://vaxxinity.com/.

You

may also obtain a printed copy of our Annual Report on Form 10-K, including

our financial statements, free of

charge, from us by sending a written request to ir@vaxxi

nity.com.

Exhibits will be provided upon written request

and payment of an appropriate processing fee.

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PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS OF

VAXXINITY,

INC.

TO BE HELD ON JUNE 20, 2023

This proxy statement (the “Proxy Statement”) and our annual report

for the fiscal year ended December 31,

2022

(the “Annual Report” and, together with this Proxy Statement, the “proxy materials”)

are being furnished by

and on behalf of the board of directors of Vaxxinity

Inc., in connection with our 2023 annual meeting of

stockholders (the “Annual Meeting”). References to “Vaxxinity,”

the “Company,” “we,”

“us,” “our” and other

similar terms refer to the business of Vaxxinity,

Inc. and its consolidated subsidiaries, including UNS. The Notice of

Annual Meeting,

this Proxy Statement and the 2022 Annual Report are first being distributed or made available,

the case may be, on or about May 1, 2023.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND

VOTING

Why am I receiving these materials?

You

have received these proxy materials as a Vaxxinity

stockholder as of the close of business on

April 21, 2023

(the “Record Date”), and you are invited to attend the Annual Meeting and vote your

shares on the

proposals described in this Proxy Statement.

Why did I receive a notice in the mail regarding the internet availability of proxy materials

instead of a full set of proxy materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the

SEC, we may furnish

our proxy materials to our stockholders by providing access to such documents

on the Internet, rather than mailing

printed copies of these materials to each stockholder.

Most stockholders will not receive printed copies of the proxy

materials unless they request them.

We believe that

this process should expedite stockholders’ receipt of proxy

materials, lower the costs of the annual meeting and help to conserve natural resources.

If you received the Internet

Availability Notice

by mail or electronically,

you will not receive a printed or email copy of the proxy materials,

unless you request one by following the instructions included in the

Internet Availability Notice.

Instead, the

Internet Availability

Notice instructs you as to how you may access and review all of the proxy materials and

submit

your proxy on the Internet.

If you requested a paper copy of the proxy materials, you may authorize

the voting of

your shares by following the instructions on the proxy card, in addition

to the other methods of voting described in

this proxy statement.

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Tuesday,

June 20, 2023 at 10:00 a.m., Eastern Time. The Annual

Meeting will be a virtual meeting, which will be conducted via live webcast. You

will be able to attend the Annual

Meeting online and submit your questions during the meeting at https://web.lumiagm.com/284047551

To attend

and participate in the Annual Meeting, you will need the 11

-digit control number included on your proxy card or on

the instructions that accompanied your proxy materials. If you are a registered

stockholder and do not receive your

control number or have lost it, please contact American Stock Transfer

& Trust Company,

LLC (“AST”) at their

toll-free number, (888) 776-9962, or via email

at help@astfinancial.com. If your shares are held in “street name,”

you should contact your bank or broker to obtain your control number or otherwise

vote through the bank or broker.

If you lose your control number, you may

join the Annual Meeting as a “Guest,” but you will not be able to vote,

ask questions or access the list of stockholders as of the close of business on the

Record Date. The meeting webcast

will begin promptly at 10:00 a.m., Eastern Time

We encourage

you to access the meeting prior to the start time. We

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encourage you to check-in about 15 minutes prior to the start of the Annual

Meeting to allow ample time for the

check-in procedures.

Why Are You

Holding a Virtual Annual Meeting?

This year’s annual meeting will be held in a virtual meeting format

only. We

have designed our virtual

format to enhance, rather than constrain, stockholder access, participation

and communication. For example, the

virtual format allows stockholders to communicate with us in advance of, and during,

the annual meeting so they

can ask questions of our board of directors or management, as time permits.

What are the purposes of the Annual Meeting?

The purpose of the Annual Meeting is:

to elect directors to hold office until the Company’s

annual meeting of stockholders to be held in 2024 (the

“2024

Annual Meeting”) and until their respective successors have been duly elected and qualified;

to ratify the appointment of Armanino LLP as the independent registered

public accounting firm of the

Company for the fiscal year ending December 31, 2023; and

to transact such other business as may properly come before the Annual

Meeting or any continuation,

postponement or adjournment thereof.

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy

Statement?

As of the date of this Proxy Statement, we do not know of any matters to be properly presented

at the

Annual Meeting other than those referred to in this Proxy Statement. If other

matters are properly presented at the

meeting or any adjournment or postponement thereof for consideration, and you

are a stockholder of record and

have submitted a proxy card, the persons named in your proxy card will have the discretion

to vote on those matters

for you.

What does it mean if I receive more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or

with banks or

brokers. Please vote all of your shares. To

ensure that all of your shares are voted, for shares that you hold as a

registered holder (as discussed below), please submit your proxy

by phone, via the Internet, or by signing, dating

and returning the enclosed proxy card in the enclosed envelope, and for

shares that are held in the name of a bank,

broker or other nominee on your behalf, please refer to information

from your bank, broker or other nominee on how

to submit your voting instructions.

Who is entitled to vote at the Annual Meeting?

You

are entitled to vote at the Annual Meeting and any continuation, postponement

or adjournment thereof

if you owned shares of our common stock as of the close of business on the Record

Date. Registered stockholders as

of the Record Date may attend the Annual Meeting and vote directly online

at the Annual Meeting or authorize a

third party to attend and vote online at the Annual Meeting on their behalf.

If you are a beneficial owner of our

common stock and your shares are held in a brokerage account or by a bank or other

holder of record, the relevant

institution will send you instructions for voting.

If you wish to vote the shares of our common stock you

beneficially own directly online at the Annual Meeting or by proxy,

you first must obtain a signed proxy from the

record holder (broker, bank or other

nominee) giving you the right to vote the shares.

Holders of Class A common stock and Class B common stock will vote together as a single class on

all

matters submitted to a vote of stockholders at the Annual Meeting. At the

close of business on the Record Date,

there were 112,190,162 outstanding

shares of our Class A common stock, entitled to vote at the Annual Meeting and

13,874,132 outstanding shares of our Class B common stock, entitled to vote at the

Annual Meeting. Each share of

our Class A common stock is entitled to one vote on any matter presented

to stockholders at the Annual Meeting.

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Each share of our Class B common stock is entitled to 10 votes on any matter presented

to stockholders at the

Annual Meeting.

The holders of our Class B common stock hold, in the aggregate, approximately

55.3% of the total voting

power of our outstanding capital stock at the close of business on the Record

Date, and the majority of this voting

power is subject to the Voting

Agreement described below.

For so long as shares of Class B common stock remain

outstanding and represent more than 9.1% of the aggregate number of outstanding

shares of Class A common stock

and Class B common stock, the aggregate voting power of the Class B common

stock will exceed the aggregate

voting power of the Class A common stock.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder (also called a “registered holder”) holds shares in his or her name.

Shares held in “street

name” means that shares are held in the name of a bank, broker or other nominee

on the holder’s behalf.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record,

you are considered the

“beneficial owner” of shares held in “street name.” The proxy materials have

been forwarded to you by your broker,

bank or other nominee who is considered, with respect to those shares, the stockholder

of record. As the beneficial

owner, you have the right to direct your broker,

bank or other holder of record on how to vote your shares by

following their instructions for voting. Please refer to information from

your bank, broker or other nominee on how

to submit your voting instructions.

How many shares must be present to hold the Annual Meeting?

quorum must be present at the Annual Meeting for any business to be conducted.

The holders of a

majority in voting power of the Company’s

capital stock issued and outstanding and entitled to vote, present

electronically or represented by proxy,

constitutes a quorum. If you sign and return your paper proxy card or

authorize a proxy to vote electronically or telephonically,

your shares will be counted to determine whether we have

a quorum even if you abstain or fail to vote as indicated in the proxy materials.

Broker non-votes will also be considered present for the purpose of determining

whether there is a quorum

for the Annual Meeting.

What are “broker non-votes”?

A “broker non-vote” occurs when shares held by a broker in “street name”

for a beneficial owner are not

voted with respect to a proposal because (1) the broker cannot vote the shares on

a particular matter because it has

not received voting instructions from the stockholder who beneficially owns

the shares and the broker lacks the

authority to vote the shares at their discretion or (2) the broker chooses not to vote on

a matter for which it does have

discretionary authority.

Proposal No. 1 is considered a non-discretionary matter,

and a broker will lack the authority

to vote uninstructed shares at their discretion on such proposal. Proposal

No. 2 is considered a discretionary matter,

and a broker will be permitted to exercise its discretion to vote uninstructed shares

on this proposal.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual

Meeting, (i) the chairperson

of the Annual Meeting or (ii) the holders of a majority in voting power present

in person or represented by proxy at

the Annual Meeting and entitled to vote at the Annual Meeting, may adjourn

the Annual Meeting until a quorum is

present in person or represented by proxy.

How do I vote my shares without attending the Annual Meeting?

We recommend

that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote

electronically. If you are

a stockholder of record, there are two ways to vote by proxy:

●

by Internet –

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o

Prior to the Annual Meeting, you may vote at www.voteproxy.com

by following the on-screen

instructions. You

must have your control number to vote online. Internet voting facilities for

stockholders of record will be available 24 hours a day and will close at 11:59

p.m., Eastern Time,

on June 19, 2023.

o

During the Annual Meeting, you may vote while attending the webcast at

https://web.lumiagm.com/284047551 and following the on-screen

instructions. You

must have

your control number to access the webcast and vote.

●

by Mail – You

may request a proxy card by following the instructions in the notice.

AST will include your control number on the notice or in the proxy materials that

will be sent to you. If you

are a registered holder and have not received your control number or have misplaced

it, you may reach out to AST at

their toll-free number, (888) 776-9962,

or via email at help@astfinancial.com for assistance. If your shares are held

in street name, you will receive your control number and instructions on how

to vote from the bank, broker or holder

of record. You

must follow the instructions of such bank, broker or holder of record in order for your

shares to be

voted.

How can I attend and vote at the Annual Meeting?

We will be hosting

the Annual Meeting live via webcast. Any stockholder may attend

the Annual Meeting

live online at https://web.lumiagm.com/284047551. If you were a

stockholder as of the Record Date, or you hold a

valid proxy for the Annual Meeting, you can vote at the Annual Meeting.

A summary of the information you need to

attend the Annual Meeting online is provided below:

●

Instructions on how to attend and participate via the Internet, including how

to demonstrate proof of stock

ownership, will be posted at https://web.lumiagm.com/284047551

●

Assistance with questions regarding how to attend and participate via the

Internet will be provided at

https://web.lumiagm.com/284047551 on the day of the Annual Meeting.

●

The Annual Meeting webcast starts promptly at 10:00 a.m., Eastern Time

;

we encourage you to check-in

about 15 minutes prior to the start of the Annual Meeting to allow ample time for the

check-in procedures.

●

You

will need your 11-digit Control Number to enter the

Annual Meeting.

●

Stockholders may submit questions while attending the Annual Meeting

via the Internet.

To attend and participate

in the Annual Meeting, you will need the 11-digit control number

included on

your proxy card or on the instructions that accompanied your proxy materials.

If your shares are held in “street

name,” you should contact your bank or broker to obtain your 11

-digit control number or otherwise vote through the

bank or broker. If you lose your

11-digit control number,

you may join the Annual Meeting as a “Guest” but you

will not be able to vote, ask questions or access the list of stockholders as of the Record

Date.

What if during the check-in time or during the Annual Meeting I have technical difficulties or

trouble accessing the virtual meeting website?

We will have technicians

ready to assist you with any technical difficulties you may have accessing

the

virtual meeting website. If you encounter any difficulties accessing

the virtual meeting website during the check-in

or meeting time, please call the technical support number that will be posted on

the Annual Meeting login page.

How does the board of directors recommend that I vote?

The board of directors recommends that you vote:

●

FOR

the nominees to the board of directors set forth in this Proxy Statement.

●

FOR

the ratification of the appointment of Armanino LLP as the independent

registered public accounting

firm of the Company for the fiscal year ending December 31, 202

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How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the vote

required to approve each item and

how votes are counted:

Proposal

Votes

Required

Voting

Options

Impact of

“Withhold” or

“Abstain” Votes

Broker

Discretionary

Voting

Allowed

Proposal No. 1:

Election of

Directors

The plurality of the votes cast. This

means that the nominees receiving the

highest number of affirmative “FOR”

votes will be elected as directors.

“FOR ALL”

“WITHHOLD

ALL” “FOR

ALL EXCEPT”

None

(1)

(3)

Proposal No. 2:

Ratification of

Appointment of

Independent

Registered Public

Accounting Firm

The affirmative vote of the holders of

a majority of voting power of capital

stock present in person or represented

by proxy at the Annual Meeting and

entitled to vote on such matter.

“FOR”

“AGAINST”

“ABSTAIN”

Same as a vote

“Against”

(2)

Yes

(4)

(1)

Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.

(2)

A vote marked as an “Abstention” is not considered a vote

cast, but because the affirmative vote of a majority of voting power

of capital

stock present in person or represented by proxy at the Annual

Meeting and entitled to vote on such matter is required to pass

this proposal,

a vote marked as an “Abstention” will, therefore, have

the same effect as a vote cast “Against” the proposal.

(3)

As this proposal is not considered a discretionary matter, brokers lack authority

to exercise their discretion to vote uninstructed shares on

this proposal.

(4)

As this proposal is considered a discretionary matter, brokers are permitted to exercise

their discretion to vote uninstructed shares on this

proposal.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named

as proxies will vote in

accordance with the recommendations of the board of directors.

The recommendations of the board of directors are

set forth above, as well as with the description of each proposal in this Proxy Statement.

If, prior to the Annual

Meeting, the board of directors learns that any director nominee will be unable

to serve for any reason, the proxies

that otherwise would have been voted for this nominee will be voted for a substitute

nominee as selected by the

board of directors, unless the board of directors chooses to reduce the number

of directors serving on the board of

directors.

Who will count the votes?

Representatives of AST will tabulate the votes.

Can I revoke or change my vote after I submit my proxy?

Yes.

Whether you have voted by Internet, telephone or mail, if you are a stockholder

of record, you may

change your vote and revoke your proxy by:

●

sending a written statement to that effect to the attention of our

General Counsel and Secretary at our

corporate offices, provided such statement is received no later

than June 19, 2023;

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●

voting again by Internet or telephone at a later time before the closing of those voting

facilities at 11:59

p.m., Eastern Time, on June 19, 2023;

●

submitting a properly signed proxy card with a later date that is received no later than

June 19, 2023; or

●

attending the Annual Meeting, revoking your proxy and voting again.

If you hold shares in street name, you may submit new voting instructions

by contacting your bank, broker

or other nominee. You

may also change your vote or revoke your proxy online at the Annual Meeting

if you obtain a

signed proxy from the record holder (broker,

bank or other nominee) giving you the right to vote the shares.

Your

most recent proxy card or telephone or Internet proxy is the one that is counted.

Your attendance

the Annual Meeting by itself will not revoke your proxy unless you give written

notice of revocation to the

Company before your proxy is voted or you vote online at the Annual Meeting

Where Can I Find the Voting

Results of the Annual Meeting?

The preliminary voting results will be announced at the annual meeting, and we will publish

preliminary, or

final results if available, in a Current Report on Form 8-K within four

business days of the annual meeting. If final

results are unavailable at the time we file the Form 8-K, then we will file an amended report on

Form 8-K to disclose

the final voting results within four business days after the final voting results are

known.

Who will pay for the cost of this proxy solicitation?

We will pay the cost

of soliciting proxies. Proxies may be solicited on our behalf by directors, officers

employees (for no additional compensation) in person or by telephone, electronic

transmission and facsimile

transmission. Brokers and other nominees will be requested to solicit proxies

or authorizations from beneficial

owners and will be reimbursed for their reasonable expenses.

Why hold a virtual meeting?

We wish to continue

using the latest technology to provide expanded access, improved communication

and

cost savings for our stockholders and the Company while providing stockholders

the same rights and opportunities

to participate as they would have at an in-person meeting. Furthermore,

we believe that a virtual meeting enables

increased stockholder attendance and participation because stockholders

can participate from any location around

the world.

Will I be able to ask questions at the Annual Meeting?

As part of the Annual Meeting, we will hold a live Q&A session, during

which we intend to answer

appropriate questions submitted during the meeting. Only stockholders

that have accessed the Annual Meeting as a

stockholder (rather than a “Guest”) by following the procedures outlined

above in “

How can I attend and vote at the

Annual Meeting?

” will be able to submit questions during the Annual Meeting. Additionally,

our Annual Meeting

will follow “Rules of Conduct,” which will be available on our Annual Meeting

webpage for stockholders that have

accessed the Annual Meeting as a stockholder (rather than a “Guest”). Under

these Rules of Conduct, a stockholder

may ask up to two questions, and we will not address questions that are, among other

things:

●

irrelevant to the business of the Company or to the

business of the Annual Meeting;

●

related to the status or conduct of our clinical trials beyond that which is contained

in our prior public

disclosures;

●

related to material non-public information of the Company;

●

related to personal grievances;

●

derogatory references to individuals or that are otherwise in bad taste;

●

substantially repetitious of statements already made by another stockholder;

●

in furtherance of the stockholder’s personal or business interests; or

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●

out of order or not otherwise suitable for the conduct of the Annual Meeting

as determined by the Chair of

the Annual Meeting or the Secretary in their reasonable judgment.

Additional information regarding the Q&A session will be available in the

“Rules of Conduct” available on

the Annual Meeting webpage for stockholders that have accessed the Annual

Meeting as a stockholder (rather than a

“Guest”) by following the procedures outlined above in “

How can I attend and vote at the Annual Meeting?

”.

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

Board Size and Structure

Our amended and restated certificate of incorporation (“Charter”), provides

that the number of directors

shall be fixed from time to time by the board of directors. However,

the number of directors shall be not fewer than

four and not more than eleven. We

currently have nine directors serving on the board of directors.

Our Charter provides that the term of each director will continue until the next

annual meeting of

stockholders, and each director will hold office until his or her successor

shall be duly elected and qualified, subject,

however, to his or her earlier death, resignation,

disqualification or removal. Generally,

vacancies or newly created

directorships on the board of directors will be filled only by vote of

a majority of the directors then in office and will

not be filled by the stockholders. A director appointed by the board of directors

to fill a vacancy will serve for the

unexpired term of his or her predecessor in office and until his or her

successor is elected and qualified, or until his

or her death, resignation,

disqualification or removal. A plurality of the shares voted “FOR” each

nominee at the

Annual Meeting is required to elect each nominee.

Current Directors

The table below identifies and sets forth certain information regarding our directors

as of April 28, 2023.

Director

Age

Committees

Audit

Nominating and

Governance

Compensation

Louis Reese (Executive Chairman)

Mei Mei Hu

Peter Diamandis

Chair

Katherine Eade

George Hornig

Chair

Landon Ogilvie

Peter Powchik

James Smith

Gabrielle Toledano

Chair

Nominees for Director

All directors are elected each year at the annual meeting of stockholders,

and their current terms of service

will expire at the Annual Meeting. Each director elected by the stockholders

at the Annual Meeting will each serve

until the 2024 Annual Meeting and until the election and qualification of

his or her successor or until his or her

earlier death, resignation, disqualification or removal.

Each person nominated for election has agreed to serve if elected, and management

has no reason to

believe that any nominee will be unable to serve. If, however,

prior to the Annual Meeting, the board of directors

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should learn that any nominee will be unable to serve for any reason, the proxies that otherwise

would have been

voted for this nominee will be voted for a substitute nominee as selected by the

board of directors, unless the board

of directors chooses to reduce the number of directors serving on the board

of directors.

The board of directors has

no reason to believe that any of the nominees will be unable to serve.

Information About Director Nominees

The following pages contain certain biographical information for

each nominee for director, including all

positions he or she holds, his or her principal occupation and business

experience for the past five years, and the

names of other publicly-held companies of which the director nominee currently

serves as a director or has served as

a director during the past five years.

We believe that

all of our directors nominees have personal and professional integrity;

satisfactory levels of

education and/or business experience; broad-based business acumen;

an appropriate level of understanding of our

business and its industry and other industries relevant to our business; the ability

and willingness to devote adequate

time to the work of the board of directors and its committees, as applicable; skills and

personality that complement

those of our other directors that helps build a board that is effective,

collegial and responsive to the needs of our

Company; strategic thinking and a willingness to share ideas; a diversity of

experiences, expertise and background;

and the ability to represent the interests of all of our stockholders. The information presented

below regarding each

director nominee also sets forth specific experience, qualifications, attributes

and skills that led the board of

directors to the conclusion that such individual should serve as a director in light of our

business and structure.

Louis Reese

is one of our two co-founders and is the Executive Chairman

of the Company. Mr.

Reese has

served in this role for the Company since the Reorganization and

was previously a director of both UNS and

COVAXX

since September 2014. Mr.

Reese has also been a director and a member of the executive committee of

UBI since 2014. He was also a director of ShenLian Biotech from 2010 to 2014.

Mr. Reese is also the co-founder of

an investment and advisory firm with active investments in real estate, energy,

hospitality and life sciences. His

investments focus on achieving global impact in critical important areas

through innovative models and approaches.

He received his B.A. from University of Pennsylvania. We

believe Mr. Reese is qualified to serve

on the board of

directors based on the perspective and experience he brings as a member of the

executive committee of UBI and as

an investor in life sciences companies.

Mei Mei Hu

, one of our two co-founders, is our President and Chief Executive Officer

and is one of our

directors. Ms. Hu has served in these roles for the Company since the Reorganization

and was previously a director

of both UNS, since October 2014, and COVAXX

since March 2020. Ms. Hu has also been a director and a member

of the executive committee of UBI since 2010 and a director of United

BioPharma, Inc. (“UBP”) since March 2020.

Ms. Hu was formerly a consultant at McKinsey & Company where she advised

pharmaceutical companies on

strategic, operational and organizational issues. She was also

a director of ShenLian Biotech from 2010 to 2014.

Ms. Hu is also co-founder of an investment and advisory group with active investments

in real estate, energy and life

sciences. She has been named to Time 100 Next list, Fortune

40 under 40 and Young

Global Leaders of World

Economic Forum. She holds a B.A. from University of Pennsylvania and

a J.D. from Harvard Law School. We

believe Ms. Hu is qualified to serve on the board of directors based on the perspective

she brings as our Chief

Executive Officer, her

experience in the biotechnology and life sciences industries and her success in leading

the

spin-outs of UNS and COVAXX

from UBI.

Peter Diamandis

is a director of the Company.

Dr. Diamandis has been a director of

the Company since

the Reorganization and was previously a director of COVAXX

since March 2020. Dr.

Diamandis has been the Chief

Executive Officer of PHD Ventures,

Inc., his personal holding company for his writing, speaking and consulting

activities, since October 1993. Dr.

Diamandis has started more than 24 companies in the areas of human longevity,

space, venture capital and education, including as a co-founder of BOLD

Capital Partners in 2015, a venture fund

investing in exponential technologies, and as the founder and Executive

Chairman of the XPRIZE Foundation,

a non-profit foundation which, since 1996, has designed and operated large

-scale incentive competitions for the

development of new technologies that may help solve some of mankind’s

major challenges. In the area of human

longevity, he has helped

found Human Longevity,

Inc., for which he served as a director from 2013 until December

2018, Celularity Inc., for which he served as Vice

Chairman from July 2017 to July 2021 and as a director starting in

July 2021, and Fountain Therapeutic Services, Inc., for which he has served as Chairman

since January 2019. He is

also the executive founder of Singularity University,

a graduate-level Silicon Valley

institution founded in 2010 that

counsels the world’s leaders on exponentially

growing technologies. He also serves as a director of two special

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purpose acquisition companies: DPCM Capital, Inc., which completed

its initial public offering in October 2020,

and Software Acquisition Group Inc. II, which completed its initial public offering

in September 2020.

Dr. Diamandis is also a New York

Times bestselling author.

He earned degrees in Molecular Engineering and

Aerospace Engineering from Massachusetts Institute of Technology

and holds an M.D. from Harvard Medical

School. We believe

Dr. Diamandis is qualified to serve on

the board of directors based on his experience investing

in, working with and co-founding companies in the life sciences and technology

industries.

Katherine Eade

is a director of the Company.

Ms. Eade has been a director of the Company since February

2023. She has served on the board of directors of Harvard Bioscience, Inc. (HBIO)

since 2017 and is chair of its

governance committee and a member of its audit committee. Ms. Eade has served

as Interim General Counsel and

advisor to Standard Biotools Inc. (LAB) since January 2023. She served as General

Counsel of Checkmate

Pharmaceuticals, Inc. (CMPI), which was acquired by Regeneron

Pharmaceuticals, from 2020 to 2022, and also

served as President of Checkmate Pharmaceuticals Security Corporation.

Prior to that, Ms. Eade served as Vice

President, Strategic Commercial Affairs at Align Technology

(ALGN), Deputy General Counsel of La-Z-Boy

Incorporated (LZB), and in various roles at Corning Incorporated

(GLW), including

Director, M&A Law and

Transactions, Division Counsel for Corning Life

Sciences, and Division Counsel for Corning Pharmaceutical

Technologies. Earlier

in her career, Ms. Eade was a corporate attorney

at Cleary Gottlieb Steen & Hamilton LLP for

over seven years and served as a law clerk for Judge Morton I. Greenberg

of the U.S. Court of Appeals for the Third

Circuit. Ms. Eade has over 21 years of experience advising public companies

on M&A and strategic alliances,

corporate governance and capital markets. Ms. Eade earned a J.D. from Harvard

Law School and a B.A. in

Government from Cornell University.

We believe Ms. Eade

is qualified to serve on the board of directors based on

her significant experience as an executive and independent director of

publicly listed life sciences companies and

her expertise with respect to strategic transactions, capital markets and corporate

governance.

George Hornig

is a director of the Company.

Mr. Hornig has been a director of the Company

since

January 2022. Mr. Hornig

is also currently the Chairman of Xometry,

an AI-driven platform for on-demand

manufacturing of industrial parts. Mr.

Hornig joined Xometry’s Board of Directors

as Chairman in 2013. Mr.

Hornig is also Co-Chairman (and Audit Committee Chairman) of

Healthwell Acquisition Corp., a special purpose

acquisition company (appointed in July 2021), Managing Partner and

Co-Founder of The Seed Lab, an early-stage

venture fund that he joined in January 2019, and a director for Syntax Advisors,

an investment advisor (since

January 2018). From 2010 to 2016, Mr.

Hornig was Senior Managing Director and COO of PineBridge Investments

(formerly AIG Investment Management). Prior to joining PineBridge, Mr.

Hornig spent eleven years at Credit

Suisse Asset Management as Managing Director and Global COO. From 1993

to 1999, Mr. Hornig was Executive

Vice President of Deutsche

Bank Americas. Earlier in his career, Mr.

Hornig was Managing Director and COO of

Wasserstein Perella &

Co, worked in the M&A group of First Boston and was an Associate with the

law firm of

Skadden, Arps, Slate, Meagher & Flom LLP.

During his career, Mr.

Hornig has served as a Director of Forrester

Research, Unity Mutual Life, Veridian

Group, KBL Merger Corp IV,

Office Tiger,

Daily Candy and Merchants

Preferred. Mr. Hornig received

his A.B., J.D. and M.B.A. from Harvard University.

We believe Mr.

Hornig is

qualified to serve on the board of directors based on his service on public company

boards and financial industry

experience.

Landon Ogilvie

is a director of the Company. Mr.

Ogilvie has been a director of the Company since

February 2023. Mr. Ogilvie currently

serves as CEO of Co-West Inc.

and has been in this position since 2017. He is

also CEO of Destination Systems, a logistics company in Colorado.

He has over 20 years of experience in logistics,

risk management, operations management, government contracts and

organizational leadership across diverse

industries and has served on numerous boards. He began his career in

the risk management sector where he was a

partner in Gans and Smith Insurance. Mr.

Ogilvie has been a serial entrepreneur both as a founder and acquirer of

businesses in highly regulated industries, such as insurance, finance, and oilfield

waste management.

We believe

Mr. Ogilvie is qualified to serve

on the board of directors based on his service on company boards and extensive

business management experience.

Peter Powchik

is a director of the Company.

Mr. Powchik has been a director of the Company

since the

Reorganization.

Mr. Powchik also has approximately

fifteen years of academic and clinical experience focused on

the biology of Alzheimer’s disease and schizophrenia.

From April 2021 to March 2022, Mr. Powchik

was our

Executive Vice President,

Research and Development.

Mr. Powchik held the same position with UNS from

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December 2018 until the Reorganization.

Prior to joining UNS he was SVP,

Head of Clinical Development at

Regeneron Pharmaceuticals from October 2006 to February 2018

where he oversaw the development and approval

of Regeneron’s first seven drugs and

helped build its development and regulatory infrastructure. He is also formerly

EVP of Clinical Development, Chugai USA; VP of Clinical Development

and Medical Affairs, US at Novartis,

overseeing the development and approval of Ritalin LA and Focalin; and

Senior Director at Sepracor where he

initiated the development of Lunesta. He is a board-certified psychiatrist having

trained at NYU School of Medicine,

Mt Sinai Medical Center (NYC), and Columbia University College of Physicians

and Surgeons. We

believe Mr.

Powchik is qualified to serve on the board of directors based on his clinical and

biotechnology industry experience.

James Smith

is a director of the Company.

Mr. Smith has been a director of the Company since

February

2023.

Mr. Smith is currently the CEO of InvitedHome

Inc. and has served in this position since 2018.

Prior to that

Mr. Smith was CFO of InvitedHome

Inc. from 2014 to 2017 and CFO of Mogul Inc. from 2012 to 2014.

Mr. Smith

has been a member of the Board of Directors of YourFare

Inc. since 2017. Earlier in his career Mr. Smith

was a

Financial Analyst for Westfield

and an Auditor with Ernst & Young.

Mr Smith received a Bachelor of Commerce &

Bachelor of Business from the University of Queensland (Australia) and

a Diploma in Financial Markets from the

Financial Services Institute of Australasia (FINSIA). We

believe Mr. Smith

is qualified to serve on the board of

directors based on his managerial, financial, fundraising & M&A experience

while serving as CEO, CFO, co-

founder, investor and board member for

several companies.

Gabrielle Toledano

is a director of the Company. Ms.

Toledano has been a director

of the Company since

February 2023.

Ms. Toledano currently serves

on the Board of Directors as Chairman of the Compensation

Committee for Lilium and Velo3D

and has been the COO for Keystone Strategy since January 2020.

Ms. Toledano

served on the boards for Bose Corporation from June 2020 until October

2022 and the Namely Corporation from

February 2019 until September of 2022. Prior to Keystone, Ms. Toledano

was Executive in Residence for Comcast

Ventures

in 2019 and Chief People Officer at Tesla

from 2017-2018.

Ms. Toledano served as Chief

Talent Officer

at Electronic Arts from 2006 to 2017 and Chief Human Resources Officer

for Siebel Systems from 2002 to 2006.

During her career she has also served on the boards of Glu Mobile, Visier,

Jive Software, TalentSky

and Jhana

Software.

From 1991 to 2002, Ms. Toledano

served in human resources leadership positions with Microsoft and

Oracle.

Ms. Toledano received

her undergraduate and graduate degrees from Stanford University.

We believe Ms.

Toledano

is qualified to serve on the board of directors based on her extensive executive management

experience at

public companies.

Board Recommendation

The Board of Directors unanimously recommends a vote

FOR

the election of each of Louis Reese, Mei

Mei Hu, Peter Diamandis, Katherine Eade, George Hornig,

Landon Ogilvie, Peter Powchik, James Smith and

Gabrielle Toledano

as directors to hold office until the 2024 Annual Meeting and until his or

her respective

successor has been duly elected and qualified, and proxies solicited by

the Board of Directors will be voted in favor

thereof unless a stockholder has indicated otherwise on the proxy.

CORPORATE

GOVERNANCE

Corporate Governance Guidelines

The board of directors has adopted Corporate Governance Guidelines. A copy

of these Corporate

Governance Guidelines can be found under the Corporate Governance

section of the Investors page of our website

located at

www.Vaxxinity.com

, or by writing to our General Counsel and Secretary at our offices

at 505 Odyssey

Way,

Merritt Island, FL 32953.

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Among the topics addressed in our Corporate Governance Guidelines are:

•

Board size, independence and qualifications

•

Stock ownership

•

Executive sessions of independent directors

•

Board access to senior management

•

Board leadership structure

•

Board access to independent advisors

•

Selection of new directors

•

Board self-evaluations

•

Director orientation and continuing education

•

Board meetings

•

Limits on board service

•

Meeting attendance by directors and non-directors

•

Change of circumstances

•

Meeting materials

•

Term limits

•

Board committees, responsibilities and independence

•

Director responsibilities

•

Succession planning

•

Director compensation

•

Risk management

Board Leadership Structure

Controlled Company

Because our co-founders (Ms. Hu and Mr.

Reese), one of their affiliates and UBI (collectively our

“principal stockholders”) hold, in the aggregate, a majority of the total voting

power of our outstanding capital

stock, we are a “controlled company” for purposes of the Nasdaq’s

listing rules. As a controlled company,

exemptions under the Nasdaq’s listing rules

exempt us from certain of the Nasdaq’s

corporate governance

requirements, including the following requirements:

•

that the board of directors be composed of a majority of “independent directors,”

as defined under the

rules of the Nasdaq;

•

that the Compensation Committee be composed entirely of independent

directors; and

•

that the Nominating and Governance Committee be composed entirely

of independent directors.

We have elected

to take advantage of the exemption from the requirement that our board of directors

composed of a majority of independent directors. Accordingly,

for so long as we are a “controlled company,”

our

stockholders do not have the same protections afforded

to stockholders of companies that are subject to all of the

Nasdaq’s corporate governance

requirements. In the event that we cease to be a controlled company,

we will be

required to comply with these provisions within the transition periods specified

in the rules of the Nasdaq.

These exemptions do not modify the independence requirements for

the audit committee, and our audit

committee satisfies the member independence requirement for the

audit committee under the Nasdaq’s listing

requirements and SEC rules and regulations.

Lead Independent Director

Our corporate governance guidelines provide that one of our independent

directors serves as the lead

independent director at any time when the chair of the board of directors

is a member of management or is otherwise

not independent. Because our chair, Mr.

Reese, is not independent, the board of directors has appointed Mr.

Ogilvie

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to serve as our lead independent director.

As lead independent director, Mr.

Ogilvie presides over all meetings of the

board of directors at which the chair is not present, including any executive

sessions of the independent directors,

approves schedules and agendas for the meetings of the board of directors

and acts as liaison between the

independent directors and our management and the chair of

the board of directors.

The Board believes that our current leadership structure of Chief Executive

Officer and Chairperson of the

board of directors being held by two separate individuals,

with additional oversight provided by the lead

independent director, is in the best interests of

the Company and its stockholders and strikes the appropriate balance

between the Chief Executive Officer and President’s

responsibility for the strategic direction, day-to day-leadership

and performance of our Company and the Chairperson of the board of directors’

responsibility to guide overall

strategic direction of our Company and provide oversight of our corporate governance

and guidance to our Chief

Executive Officer and President and to set the agenda for and preside

over board meetings. The lead independent

director provides an additional level of oversight similar to the Chairperson

but from an independent perspective.

We recognize

that different leadership structures may be appropriate for companies in

different situations

and believe that no one structure is suitable for all companies. Accordingly,

the board of directors will continue to

periodically review our leadership structure and make such changes in the future

as it deems appropriate and in the

best interests of the Company and its stockholders.

Family Relationships

Mei Mei Hu, our Chief Executive Officer and Director,

and Louis Reese, our Executive Chairman, are

married to each other. Mei Mei Hu, Louis

Reese, one of their affiliates and UBI are party to the Voting

Agreement

described elsewhere in this Proxy Statement.

Director Independence

Under our Corporate Governance Guidelines,

an independent director shall be one who meets the

qualification requirements for being an independent director under

applicable laws and regulations and requirements

promulgated by the SEC and the corporate governance listing standards

of Nasdaq, including the requirement that

the board of directors have affirmatively determined that

the director has no relationship which, in the opinion of the

board of directors, would interfere with the exercise of such director’s

independent judgment in carrying out the

responsibilities of a director.

The board of directors has undertaken a review of its composition, the

composition of its committees and

the independence of our directors and considered whether any director

has a material relationship with us that could

compromise his or her ability to exercise independent judgment in carrying

out his or her responsibilities. Based

upon information requested from and provided by each director concerning his

or her background, employment and

affiliations, including family relationships, the board of directors

has determined that each of Mr.

Diamandis, Ms.

Eade, Mr. Hornig, Mr.

Ogilvie,

Mr. Smith and Ms. Toledano

is “independent” under the Nasdaq’s

listing rules. In

making these determinations, the board of directors considered the current

and prior relationships that each non-

employee director has with the Company and all other facts and circumstances

the board of directors deemed

relevant in determining their independence, including the beneficial ownership

of our capital stock by each non-

employee director and any transactions involving them described

in the section titled “

Certain Relationships and

Related Party Transactions

.”

Board Committees

The board of directors has three standing committees: an audit committee, a

compensation committee, and

a nominating and governance committee, each of which has the composition

and the responsibilities described

below. In addition, from

time to time, special committees may be established under the direction of

the board of

directors when necessary to address specific issues. Each of the audit

committee, the compensation committee, and

the nominating and governance committee operates under a written charter.

Audit Committee

The audit committee consists of George Hornig, Katherine

Eade, Peter Diamandis and James Smith. The

board of directors has determined that each member of the audit committee

satisfies the independence requirements

under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Securities Exchange

Act of 1934, as amended

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(“Exchange Act”). Mr. Hornig

is the chair of the audit committee. The board of directors has determined that

Mr.

Hornig is an “audit committee financial expert” within the meaning of SEC regulations.

All members of the audit

committee meet the requirements for financial literacy under the applicable

Nasdaq rules and regulations. In arriving

at these determinations, the board of directors has examined each audit

committee member’s scope of experience

and the nature of his or her employment.

The purpose of the audit committee is to assist the board of directors’ oversight

of (1) the integrity of our

financial statements, (2) our compliance with legal and regulatory requirements,

(3) the independent auditors’

qualifications and independence and (4) the performance of the independent

auditors and our internal audit function.

The responsibilities of the audit committee include:

●

appointment, compensation, retention and oversight of the work of our independent

auditors and any other

registered public accounting firm engaged for the purpose of preparing

or issuing an audit report or to

perform audit, review or attestation service;

●

pre-approval, or the adoption of appropriate procedures to pre-approve,

all audit and non-audit services to

be provided by our independent auditors;

●

consideration of reports or communications submitted to the audit committee

by our independent auditors,

including reports and communications related to the overall audit strategy;

●

meeting with management and our independent auditors to discuss the scope

of the annual audit, to review

and discuss our financial statements and related disclosures, to discuss any

significant matters arising from

any audit and any major issues regarding accounting principles and financial

statement presentations;

●

discussing with members of the legal department any significant legal, compliance

or regulatory matters

that may have a material effect on our financial statements, business or compliance

policies; and

●

establishing procedures for the receipt, retention and treatment of complaints

received by us regarding

accounting, internal accounting controls or auditing matters, and for

the confidential, anonymous

submission by employees of concerns regarding questionable accounting

or auditing matters.

Compensation Committee

The compensation committee consists of Gabrielle Toledano,

Landon Ogilvie and Peter Diamandis. Ms.

Toledano

is the chair of the compensation committee. The board of directors has determined

that each member of

the compensation committee satisfies the independence requirements

under the listing standards of Nasdaq and is a

“non-employee director” as defined in Rule 16b-3 of the Exchange Act.

The primary purpose of the compensation committee is to discharge

the responsibilities of the board of

directors in overseeing our compensation policies, plans and programs and

to review and determine the

compensation to be paid to our executive officers, directors and

other senior management, as appropriate.

Specific responsibilities of the compensation committee include:

●

establishing and approving, and making recommendations to the board of directors

regarding, performance

goals and objectives relevant to the compensation of our Chief Executive

Officer, evaluating the

performance of our Chief Executive Officer in light of those goals and

objectives and setting, or

recommending to the full board of directors for approval, the Chief Executive

Officer’s compensation,

including incentive-based and equity-based compensation, based on

that evaluation;

●

setting the compensation of our other executive officers,

based in part on recommendations of the Chief

Executive Officer;

●

exercising administrative authority under our equity incentive plans and

employee benefit plans, which

authority may be delegated, to the extent permitted by law,

with respect to employees other than executive

officers;

●

establishing policies and making recommendations to the board

of directors regarding director

compensation;

and

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●

preparing a compensation committee report on executive compensation

as may be required from time to

time to be included in our annual proxy statements or annual reports on Form

10-K filed with the SEC.

The compensation committee may consult with the Chief Executive

Officer when making decisions

regarding the compensation of executive officers (other

than the Chief Executive Officer).

To assist it in carrying

out its duties, the compensation committee has the authority to retain compensation

consultants, outside counsel and other advisers. Before selecting any

such consultant, counsel or advisor, the

compensation committee must review and consider the independence of

such consultant, counsel or advisor in

accordance with applicable Nasdaq rules. We

must provide appropriate funding for payment of reasonable

compensation to any advisor retained by the compensation committee.

During 2021 in connection with our IPO, the Company engaged Willis

Towers Watson

to provide peer data

to be used by management and members of the compensation committee

on the design of our post-IPO

compensation program.

More recently the Company engaged Alpine Rewards to consult and advise the

committee

on compensation matters. The compensation committee takes into consideration

the data and recommendations

provided by the consultants and the advice and recommendations of the

Chief Executive Officer and other directors,

but it retains absolute discretion as to whether to adopt such recommendations

in whole or in part, as it deems

appropriate.

Nominating and Governance Committee

The nominating and governance committee consists of Peter Diamandis

and Gabrielle Toledano.

The chair

of the nominating and governance committee is Mr.

Diamandis. The board of directors has determined that each

member of the nominating and governance committee satisfies the independence

requirements under the listing

standards of Nasdaq.

Specific responsibilities of the nominating and governance committee include:

●

identifying and recommending director nominees, consistent with criteria

approved by the board of

directors;

●

developing and recommending to the board of directors standards

to be applied in making determinations

as to the absence of material relationships between us and a director;

and

●

developing and recommending corporate governance guidelines to

the board of directors.

The nominating and governance committee operates under a written charter

that satisfies the applicable

listing standards of Nasdaq.

Board and Board Committee Meetings and Attendance

During the fiscal year ended December 31, 2022, the board of directors met

six times, the audit committee

met eight times, the compensation committee met three times and the nominating

and governance committee met

two times. During the fiscal year ended December 31, 2022, each

incumbent director attended at least 75% of the

aggregate of (i) all meetings of the board of directors and (ii) all meetings

of the committees on which the director

served, during the period in which he or she served as a director.

Directors are also expected to attend our annual

meeting of stockholders.

All directors attended our stockholders meeting held on June 21, 2022.

Executive Sessions

Executive sessions, which are meetings of the independent, non

-management members of the board of

directors,

are regularly scheduled throughout the year.

In addition, at least twice a year, the independent directors

meet in a private session that excludes management and any non-independent

directors. The Chairperson or, in the

event that the Chairperson is not independent, the lead independent director

presides at all meetings of independent

directors at which he or she is present.

Director Nominations Process

The nominating and governance committee is responsible for recommending

candidates to serve on the

board of directors and its committees. In considering whether to recommend any

particular candidate to serve on the

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board of directors or its committees or for inclusion in the board of directors’

slate of recommended director

nominees for election at the annual meeting of stockholders, the nominating

and governance committee considers

the criteria set forth in our nominating and governance committee charter

Specifically, the following

are the

minimum qualifications that candidates for the board of directors must possess:

all directors must be at least 21

years of age at the time they commence their term; all directors must possess a demonstrated

reputation for integrity,

judgment, acumen and high professional and personal ethics; all directors

should have relevant experience as

determined by the board of directors and/or nominating and governance

committee from time to time, which may

include financial literacy and/or significant experience at the policy-making

level in business, government or life

science sector; a majority of the board of directors and, unless otherwise determined

by the board of directors, any

newly nominated non-employee candidates for the board of directors

must satisfy the requirements established by

the our Corporate Governance Guidelines and, except as otherwise permitted

by applicable phase in rules and

exemptions, the rules and regulations of the SEC and the listing standards

of Nasdaq, to be considered an

“independent” director; all directors must also satisfy the requirements

of Section 8 of the Clayton Antitrust Act of

1914;

and all directors must have the time, ability and willingness to make a constructive contribution

to the board

of directors,

as well as a clear commitment to fulfilling their fiduciary duties and serving the interests of

all the

Company’s stockholders

Incumbent directors are expected to regularly attend meetings (and are expected

to attend

at least 75 percent of all board and committee meetings to which directors are required

to attend), as well as the

annual meeting of stockholders, to stay informed about the Company and its businesses,

to participate in the

discussions of the board and its committees, to comply with the applicable

Company policies and to take an interest

in the Company’s businesses and

provide advice and counsel to the Chairperson of the board of directors and the

Chief Executive Officer.

As set forth in the Corporate Governance Guidelines, in evaluating director

candidates, the

nominating and governance committee assesses the overall composition

of the board of directors in light of the

Company’s current and expected

structure and business needs, in order to assure that the board of directors

has the

appropriate combination and variety of experience, knowledge, skills, backgrounds,

viewpoints and tenure as

directors, as well as other qualifications, to carry out effectively the

responsibilities of the board of directors. In light

of those assessments, the nominating

and governance committee may seek candidates with certain skills,

professional experience, background and other qualities. New candidates for

the board of directors should have

experience at a public company or other firm, in government or a non-profit

institution or be considered an authority

on matters germane to the Company.

The nominating and governance committee also believes it would be desirable

for new candidates to contribute to the variety of viewpoints on the board

of directors,

which may be enhanced by a

mix of, among other things, different professional,

personal, gender and racial backgrounds and experiences. The

nominating and governance committee strives to meet and exceed

any legal requirements regarding board, executive

and employee diversity.

In addition to satisfying the independence requirements that apply to directors

generally, the

nominating and governance committee believes that it would be

desirable for new candidates for the board of

directors to satisfy the requirements for serving on the committees of the board

of directors, as set forth in the

charters for those committees and applicable regulations. The nominating

and governance committee believes it may

also be useful for candidates for the board of directors to have experience

as a director of a widely-held public

company.

The board of directors is committed to fostering a culture of integrity,

inclusion, dignity and mutual respect

and believes that it is important for directors to represent diverse viewpoints

and professional backgrounds and

experiences and, further, that the personal

backgrounds and qualifications of the directors, considered

as a group,

should provide a composite mix of experience, knowledge and abilities. It

is the policy of the board of directors that

when searching for director nominees, the nominating and governance

committee shall include qualified candidates

reflecting diversity of gender, race and/or ethnicity

in the pool from which nominees are considered.

In identifying prospective director candidates, the nominating and governance

committee may seek

referrals from other members of the board of directors, management,

stockholders and other sources, including third

party recommendations. The nominating and governance committee

uses the same criteria for evaluating candidates

regardless of the source of the referral or recommendation. When considering

director candidates, the nominating

and governance committee seeks individuals with backgrounds and qualities that,

when combined with those of our

incumbent directors, provide a blend of skills and experience to further enhance

the board of directors’

effectiveness. In connection with its annual recommendation of

a slate of nominees, the nominating and governance

committee also may assess the contributions of those directors recommended

for re-election in the context of the

board of directors evaluation process and other perceived needs of the

board of directors.

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All director nominees to be elected at the Annual Meeting, were each initially

recommended for reelection

to the board of directors by other members of the board of directors and

members of management.

In determining to nominate each director nominee at this Annual Meeting the nominating

and governance

committee and Board evaluated each director nominee in accordance

with our standard review process for director

candidates in connection with a director’s initial appointment

and his or her nomination for election or re-election,

as applicable, at the Annual Meeting. Each member of the nominating

and governance committee recused himself or

herself from discussion and voting with respect to his or her nomination.

When considering whether the director nominees have the experience,

qualifications, attributes and skills,

taken as a whole, to enable the board of directors to satisfy its oversight responsibilities effectively

in light of our

business and structure, the board of directors focused primarily on

the information discussed in each of the director

nominee’s biographical information

set forth above. We believe

that our directors provide an appropriate mix of

experience and skills relevant to the size and nature of our business. This process resulted

in the board of directors’

nomination of the incumbent directors named in this Proxy Statement and

proposed for election by our stockholders

at the Annual Meeting.

The nominating and governance committee will consider director candidates

recommended by

stockholders, and such candidates will be considered and evaluated under

the same criteria described above. Any

recommendation submitted to the Company should be in writing and

should include any supporting material the

stockholder considers appropriate in support of that recommendation,

but must include information that would be

required under the rules of the SEC to be included in a proxy statement soliciting

proxies for the election of such

candidate and a written consent of the candidate to serve as one of our directors if elected and

must otherwise

comply with the requirements under our Amended and Restated Bylaws (the

“Bylaws”) for stockholders to

recommend director nominees. Stockholders wishing to propose a candidate

for consideration may do so by

following the requirements described under the caption “

Stockholder Proposals and Director

Nominations

”

elsewhere in this Proxy Statement.

Board Diversity

The board of directors believes that a diverse board is better able to effectively

oversee our management

and strategy, and position

us to deliver long-term value for our stockholders. The board of directors

considers

diversity, including

gender and ethnic diversity, as adding

to the overall mix of perspectives of the board of directors

as a whole. With the assistance of the nominating

and governance committee, the board of directors regularly

reviews trends in board composition, including on director diversity.

The table below reports self-identified gender and demographic statistics for

the board of directors, as

constituted prior to the Annual Meeting, in the format adopted by

Nasdaq.

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Board Diversity Matrix (as of April 28, 2023)

Female

Male

Total Number of

Directors

Part I: Gender Identity

Directors

Part II: Demographic Background

Asian

White

Board Role in Risk Oversight

The board of directors has overall responsibility for risk oversight, including, as part

of regular board and

committee meetings, general oversight of executives’ management of risks

relevant to the Company.

A fundamental

part of risk oversight is not only understanding the material risks a company

faces and the steps management is

taking to manage those risks, but also understanding what level of risk is appropriate

for the Company. The

involvement of the board of directors in reviewing our business strategy is an integral

aspect of the board of

directors’ assessment of management’s

tolerance for risk and its determination of what constitutes an appropriate

level of risk for the Company. While the

full board of directors has overall responsibility for risk oversight, it

supported in this function by its audit committee, compensation committee

and nominating and governance

committee. Each of the committees regularly reports to the board

of directors.

For example, during the fiscal year ended December 31, 2022, the board of

directors devoted significant

time and attention to remediating material weakness in internal controls over

financial reporting, operational risks,

and risks related to our balance sheet and liquidity.

The audit committee assists the board of directors in fulfilling its risk oversight

responsibilities by

periodically reviewing our accounting, reporting and financial practices, including

the integrity of our financial

statements, the surveillance of administrative and financial controls,

our compliance with legal and regulatory

requirements and our enterprise risk management program (including,

without limitation, cybersecurity and data

protection). Through its regular meetings with management, including

the finance, legal, internal audit, tax,

compliance, and information technology functions, the audit committee reviews

and discusses significant areas of

our business and summarizes for the board of directors areas of risk and the

appropriate mitigating factors. The

compensation committee assists the board of directors by overseeing

and evaluating risks related to the Company’s

compensation structure and compensation programs, including the

formulation, administration and regulatory

compliance with respect to compensation matters, and coordinating, along

with the board of directors’ Chairperson,

succession planning discussions. The nominating and governance

committee assists the board of directors by

overseeing and evaluating programs and risks associated with board

organization, membership and structure, and

corporate governance. In addition, the board of directors receives periodic

detailed operating performance reviews

from management.

Committee Charters and Corporate Governance Guidelines

Our Corporate Governance Guidelines, charters of the audit committee,

compensation committee and

nominating and governance committee and other corporate governance

information are available under the

Corporate Governance section of the Investors page of our website located

www.Vaxxinity.com

, or by writing to

our General Counsel and Secretary at our offices at 505

Odyssey Way,

Merritt Island, FL 32953.

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Code of Conduct and Ethics

We have adopted

a code of conduct and ethics (the “Code of Conduct”) that applies to all of our directors,

officers and employees, including our principal executive

officer and principal financial officer.

Our Code of

Conduct is available under the Corporate Governance section of

the Investors page of our website at

www.Vaxxinity

.com

. In addition, disclosures regarding any amendments to, or

waivers of, any provisions of our

Code of Conduct that apply to our directors, principal executive officer

or principal financial officer will be included

in a Current Report on Form 8-K within four business days following the date

of the amendment or waiver, unless

website posting or the issuance of a press release of such amendments or waivers

is then permitted by the rules of

The Nasdaq Stock Market.

Anti-Hedging Policy

The board of directors has adopted an Insider Trading

Policy, which applies to all of our directors,

officers,

employees, consultants, contractors and agents and others acting on behalf

of the Company as well as all family

members of such persons and any entity over which such person or such other

family members exercise or share

investment control.

The policy prohibits all such persons from engaging in short-term or speculative

transactions

involving the Company’s securities whether

or not in possession of material non-public information. Prohibited

transactions including short-selling, the purchase or sale of options of any kind

(e.g., puts, calls or other derivative

securities), pledging Company securities on margin or

incurring indebtedness secured by a margin or similar

account

in which Company securities are held. This applies to all such transactions involving our

equity securities,

whether such securities were granted as compensation or are otherwise held,

directly or indirectly.

Communications with the Board of Directors

Any stockholder or any other interested party who desires to communicate

with the board of directors, our

non-management directors or any specified individual director,

may do so by directing such correspondence to the

attention of the General

Counsel and Secretary,

Vaxxinity

Inc., 505 Odyssey Way,

Merritt Island, FL 32953. The

General Counsel and Secretary will forward the communication to the

appropriate director or directors as

appropriate.

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EXECUTIVE OFFICERS

The table below identifies and sets forth certain information regarding our

executive officers as of April

28, 2023.

Executive Officer

Age

Position

Mei Mei Hu

Co-Founder, President, Chief Executive

Officer and Director

Louis Reese

Executive Chairman

Ulo Palm

Chief Medical Officer

René Paula Molina

Senior Vice President, Legal &

Business Affairs, General

Counsel and Secretary

Jason Pesile

Senior Vice President, Finance and

Accounting

See the section above titled “Nominees for Director – Information about

Director Nominees” for the biographies

of Mei Mei Hu and Louis Reese.

Ulo Palm

is our Chief Medical Officer.

Dr. Palm has served in this role for the Company

since September

2021. Before joining the Company,

Dr. Palm was the co-founder and Chief Medical

Officer of Ordaōs Bio, an AI

drug design company with the mission of using digital sciences, machine

learning and AI to increase the speed and

efficacy of drug R&D from August 2020 until August 2021, and

he now serves on its board of directors. Prior to

Ordaōs, Dr. Palm was a Senior Vice

President at Allergan from March 2015 to May 2020, where

he led Digital

Sciences and Global Drug Development Operations, and he also served

as a Vice President and Senior

Vice

President at Forest Labs, a predecessor company of Allergan, beginning

in 2008. Prior to joining Forest Labs, Dr.

Palm served as Global Head, Laboratory & Preclinical Quality Assurance and

Global Head of Clinical Operations

Oncology at Novartis and in various drug development roles at Schering-Plough

and Bayer. He also served as the

Chair of the oversight committee and as Corporate Secretary on the board

of directors of TransCelerate BioPharma

Inc. from December 2016 to May 2020. Dr.

Palm earned his M.D. and Ph.D. from the Free University of Berlin and

a M.B.A. from the AKAD University of Applied Sciences in Rendsburg,

Germany.

René Paula Molina

is our Senior Vice President,

Legal & Business Affairs, General Counsel and

Secretary.

Mr. Paula has served as General

Counsel and Secretary for the Company since January 2021. Mr.

Paula

previously served as a consultant for the Company from November 2020

to January 2021. Prior to joining the

Company, Mr.

Paula was the Chief Operating Officer at Bionic Solution Inc. from

June 2018 to January 2021,

where he managed the finance and legal functions. Prior to joining Bionic, Mr.

Paula served in roles of increasing

responsibility for ABInBev and Zx Ventures

(the captive private equity and venture capital arm of ABInBev) from

July 2015 to April 2018. His career in corporate and legal affairs prior

to joining ABInBev includes having worked

at the law firm of Cravath, Swaine & Moore LLP,

HSBC investment bank and Audible (Amazon’s

audiobook

division). Earlier in his career, Mr.

Paula worked with Deloitte & Touche

and obtained his certified public

accounting license (currently inactive). Mr.

Paula is a graduate of New York

University Stern School of Business,

where he earned a B.S. degree in Finance and Accounting, and Columbia

Law School, where he earned a J.D.

Jason Pesile

is our Senior Vice President, Finance

and Accounting. Mr. Pesile has served in

this role since

January 2022. Mr. Pesile is a finance

executive with twenty years of experience in the biopharmaceutical space

and

most recently served as Vice President

Finance, Corporate Controller at Beyond Spring Pharmaceuticals,

pharmaceutical research company,

from September 2020 to December 2021. Prior to that, Mr.

Pesile was the

Executive Director, Finance, at Progenics

Pharmaceuticals, Inc., a pharmaceutical research company,

from

November 2016 to July 2020. He has worked at multiple biopharma

companies in the past ten years, where he led

various aspects of financial operations, including accounting, financial

reporting, audit and financial planning.

Earlier in his career, Mr.

Pesile worked in management consulting, and as a global project manager

at Schering-

Plough and Merck focused on post-merger integration.

Jason graduated from the Wharton School of the University

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of Pennsylvania with a B.S. degree in Finance and holds an MBA from Columbia

Business School. He is a Certified

Public Accountant in the State of New Jersey.

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EXECUTIVE COMPENSATION

Overview

This section discusses the material components of our 2022

compensation program for our principal executive

officer and next two most highly compensated executive officers

who are named in the Summary Compensation

Table below.

These “named executive officers” or “NEOs” for 2022 are:

●

Mei Mei Hu, Co-Founder, President, Chief Executive

Officer and Director;

●

Dr. Ulo Palm, Chief Medical Officer

;

and

●

René Paula Molina,

Senior Vice President, Legal &

Business Affairs,

General Counsel and Secretary.

Summary Compensation Table

The following

table presents the

compensation for

services provided to

us by our

named executive officers

for the fiscal years ended December 31, 2022 and 2021.

Name and

Principal Position

Year

Salary

($)

(1)

Bonus

($)

(2)

Option

Awards

($)

(3)

All Other

Compensation

($)

(4)

Total

($)

Mei Mei Hu

2022

400,000

135,662

—

16,069

551,731

Chief Executive Officer

2021

400,000

—

13,067,121

28,027

13,495,148

Ulo Palm

2022

450,000

135,000

376,000

—

961,000

Chief Medical Officer

2021

162,115

64,846

2,276,442

—

2,503,403

René Paula Molina

2022

362,500

108,750

—

8,878

480,128

Senior Vice President,

Legal and Business Affairs

(1)

For 2021, Dr. Palm’s salary reflects a partial year of employment.

(2)

Ms. Hu was granted 73,928

options in lieu of a cash

bonus with respect to performance

during the fiscal year ended December

31, 2022.

The

amounts reported here represent the grant date fair value of stock options, calculated in accordance with Accounting

Standards Update 718,

“Compensation—Stock Compensation (Topic 718).” For additional information, see Notes

2 and 14 to our consolidated financial statements

included in the Annual Report.

The assumptions used in calculating the

grant date fair value of the stock

options reported in this table are

set

forth in the section of the Annual Report titled “Management’s Discussion and Analysis of Financial Condition

and Results of Operations—

Critical Accounting Policies and Estimates—Stock-Based Compensation.”

Ms. Hu did not receive a bonus with respect to

services performed for the fiscal year ended

December 31, 2021 because prior to the board of

directors or compensation committee

determining any bonuses for

that year she informed the

compensation committee that she

would decline

any bonus the committee might otherwise choose to award.

Mr. Palm’s

and Mr. Paula’s discretionary

bonuses for services performed in 2021 were paid in 2022, and discretionary bonuses for services

performed in 2022 were paid in 2023.

(3)

The amounts reported here represent the grant

date fair value of stock options,

calculated in accordance with Accounting Standards Update

718,

“Compensation—Stock Compensation

(Topic

718).”

For

additional information,

see

Notes

and

our

consolidated

financial

statements included in the Annual Report. The assumptions used in calculating the grant

date fair value of the stock options reported in this

table are set forth in

the section of the Annual Report

titled “

Management’s Discussion

and Analysis of Financial Condition and Results

Operations—Critical Accounting Policies and Estimates—Stock-Based

Compensation

.”

(4)

For Ms. Hu the

amounts shown represent

the aggregate incremental

cost of personal

use of our

corporate airplane. Aggregate

incremental

cost was

determined by

taking the

variable costs

to the

Company of

owning and

operating the

corporate airplane

in 2022

and 2021

and

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multiplying it by a fraction which represents the portion

of the usage of the airplane in those years that was determined

to be personal use by

Ms. Hu.

For Mr. Paula, the amounts shown represent the Company’s matching contributions to a retirement 401(k) plan.

Narrative Disclosure to Summary Compensation Table

The following describes the material elements of our compensation program

for the fiscal year ended

December 31, 2022 as applicable to our NEOs and reflected in the Summary

Compensation Table

above. We

continue to evaluate our executive compensation program with the goal of

aligning executive compensation with

stockholder interests. As a result of this evaluation, we expect to make changes

to further enhance our compensation

practices,

and future changes may differ in several respects from

our historical program as described herein.

Base Salary

We use base salaries to recognize

the experience, skills, knowledge and responsibilities required for

all our

employees, including our NEOs. Base salaries are determined based

on the individual’s responsibilities,

performance, experience and what we determine is appropriate and

necessary to retain key talent, taking into

consideration the other forms of compensation we provide.

During 2022, Ms. Hu’s base salary

was $400,000.

In the case of Dr. Palm, his base salary is set forth

in his

offer letter, described

in more detail below, and is $450,000

on an annualized basis.

Mr. Paula’s

base salary is set

forth in his offer letter, described

in more detail below,

and is currently $370,000 on an annualized basis.

Bonuses

None of our NEOs is contractually entitled to an annual bonus or other annual incentive

compensation but

Dr. Palm and Mr.

Paula are eligible for an annual cash bonus targeted at 40% of base salary under

their offer letters.

Ms. Hu received 73,928 options in lieu of a cash bonus for 2022.

Dr. Palm received a discretionary bonus of

$135,000 for 2022, and Mr. Paula

received a discretionary bonus of $108,750.

Employee Benefits and Perquisites

Our NEOs are eligible to participate in our health and welfare plans on the same terms

and conditions as

provided to our full-time employees generally.

Additionally, in 2022

and 2021, the Company allowed our CEO to

have limited use of the corporate plane for personal travel, the costs of which

were considered as part of their overall

compensation package from the Company and are disclosed in the Summary

Compensation Table

above.

Retirement Benefits

We maintain a 401(k)

plan that provides eligible U.S. employees with an opportunity to save for retirement

on a tax advantaged basis. Beginning in 2022, we offered

to match participant contributions to their individual

accounts 100% up to 4% of their base salary.

Mr. Paula received matching contributions

of $8,878.45 in 2022. We

do not provide deferred compensation, defined benefit pension or nonqualified defined

contribution benefits for our

NEOs.

Employment Agreements

We currently

do not have a formal employment agreement or offer letter

with Ms. Hu.

We provided

Dr. Palm with an offer letter

in connection with the commencement of his employment,

which provides for at-will employment and sets forth his annual base salary

of $450,000, eligibility for an annual

cash bonus targeted at 40% of his base salary and an initial grant of

stock options with an aggregate date value of

$2,276,442.

For more information on such grant, see the table below under “

Outstanding Equity Awards

as of

December 31, 2022

” and its accompanying footnote disclosure. The offer letter also provides that

Dr. Palm will be

eligible to participate in our medical, dental

and vision plans.

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We provided

Mr. Paula with an offer letter

in connection with the commencement of his employment,

which provides for at-will employment and sets forth an annual base

salary of $325,000 (which salary has since

increased to $370,000), eligibility for an annual cash bonus targeted

at 40% of his base salary and a grant of stock

options with an aggregate date value of $769,604. For more information on such

grant, see the table below under

“

Outstanding Equity Awards

as of December 31, 2022

” and its accompanying footnote disclosure. The offer letter

also provides that Mr. Paula will be eligible

to participate in our medical, dental and vision plans.

Long-Term

Incentive Awards

From time to time, we have granted stock options to our NEOs to purchase shares of our Class A common

stock, each with an exercise price no less than the fair market value of a share

of Class A common stock on the date

of grant.

For more information on the stock options granted to our NEOs, see the table below

under “

Outstanding

Equity Awards

as of December 31, 2022

” and its accompanying footnote disclosure.

In the event an NEO terminates employment for any reason, all unvested

stock options are forfeited. In the

event the termination is for “cause,” both vested and unvested stock options are

forfeited.

Outstanding Equity Awards as of December 31, 2022

The

following

table presents

the

outstanding

equity

incentive

plan

awards

held

by each

named

executive

officer as of December 31, 2022.

Option Awards

Stock Awards

Name

Grant Date

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price Per

($)

Option

Expiration

Date

Number of

Shares or Units of

Stock that have not

vested

(#)

Market Value

of Shares or

Units of Stock

that have not

vested

(5)

($)

Mei Mei Hu

03/28/2018

(1)

1,590,547

—

0.28

03/28/2028

01/26/2021

(2)

2,393,468

598,367

10.07

01/26/2026

01/26/2021

(3)

181,501

197,284

10.07

01/26/2031

Ulo Palm

11/11/2021

(1)

58,275

174,825

13.00

11/11/2031

03/15/2022

(4)

100,000

140,000

René Paula

01/25/2021

(1)

145,897

158,586

4.01

03/01/2031

11/11/2021

(1)

24,038

72,115

13.00

11/11/2031

(1)

These time-based options to purchase shares of our Class A

common stock are subject to a four-year time-vesting period, with 25% vesting

one year after the

vesting commencement date and the

remainder vesting in equal installments each

month during remainder of the

vesting

period subject to continued service. The

vesting commencement date is January 1, 2018

for the options granted to Ms. Hu

and November 11,

2021 for the options granted to Dr. Palm, and January 25, 2021 and November 11, 2021 for the options

granted to Mr. Paula.

(2)

These performance-vesting options to purchase shares of our Class B common

stock are subject to performance-based conditions with 80%

vesting upon the closing of our IPO and the remaining

20% vesting if the Class A common stock maintains a

25% higher value than the IPO

offering price for 20

days out of any

consecutive 30-day period

subject to continued

service on the

vesting date. These

options were originally

issued by

a predecessor entity

prior to

the Reorganization

and converted

to options

to purchase our

Class A

common stock

following the

Reorganization. In August 2021,

the Company canceled the options

to purchase shares of

Class A common stock

in exchange for an

equal

number of options to purchase shares

of Class B common stock.

The options expire on the fifth anniversary

of the grant date. See “

Exchange

Options

”

below

and

Note

Equity

Incentive

Plans

the

consolidated

financial

statements

the

Annual

Report

for

additional

information. Class B common stock is convertible to

Class A common stock on a one-for-one basis and has no expiration

date.

TABLE OF CONTENTS

(3)

These time-based options to purchase shares of our Class B

common stock are subject to a four-year time-vesting period,

with 25% vesting

one year after

the grant date

and the remainder

vesting in equal

installments each month during

remainder of the

vesting period subject

continued service.

These options

were originally

issued by

a predecessor

entity prior

to the

Reorganization and

converted to

options to

purchase our Class A common stock following the Reorganization.

In August 2021, the Company canceled the options to purchase

shares of

Class A common stock in exchange for an equal number of options to purchase shares

of Class B common stock. The options expire on the

tenth anniversary of

the grant

date.

See “

Exchange of

Options

” below

and Note

14 "

Equity Incentive Plans

of the

consolidated financial

statements in the Annual Report for additional

information. Class B common stock is convertible

to Class A common stock on a one-for-one

basis and has no expiration date.

(4)

These time-vesting restricted stock units

of our Class A common stock

are subject to a four-year time-vesting

period, with 100% vesting four

years after the grant date subject to continued service.

(5)

The market value of the stock awards is based on the closing

price of our Class A common stock of $1.40 per share

on December 30, 2022.

Director Compensation

Our

board

directors

has

approved

policy

providing

for

annual

non-employee

director

compensation.

Under this policy,

each non-employee

director is eligible

to receive

cash and equity

compensation for

their services

on our Board

of Directors. Mei Mei

Hu, our President

and Chief Executive

Officer,

and Louis Reese, our

Executive

Chairman, are also members

of the board

of directors, but they

did not receive any

additional compensation for service

as a director.

The compensation earned by or

paid to Ms. Hu as a named

executive officer of Vaxxinity

for the fiscal

year

ended

December

31,

2022

set

forth

this

item

above

under

“

Executive

Compensation—Summary

Compensation Table

.”

Each non-employee director is entitled to receive an annual retainer of $40,000, payable quarterly in arrears.

Any independent

director who

joins or

vacates the

board of

directors mid-year

will receive

a prorated

annual cash

retainer

during

the

director’s

year

service.

addition,

the

lead

independent

director

the

board

directors,

committee chairs

and committee

members are

entitled to

receive the

following additional

annual retainers,

payable

quarterly in arrears:

●

$25,000 for the lead independent director;

●

$20,000 for the chair of the audit committee;

●

$15,000 for the chair of the compensation committee;

●

$10,000 for the chair of the nominating and governance committee;

●

$10,000 for each other member of the audit committee;

●

$7,500 for each other member of the compensation committee; and

●

$5,000 for each other member of the nominating and governance committee.

Some of

the directors

serving on

the board

of directors

in 2022

voluntarily agreed

to waive

their rights

cash retainers for their service during 2022 (see “2022 Director Compensation”

table below).

Each

non-employee

director

continuing

service

after

each

our

annual

stockholder

meetings

will

automatically be granted

a number of

stock options to

purchase shares of

our Class A common

stock determined by

dividing $270,000 by the 50-day moving average price of our

Class A common stock. Such annual grants will vest

the earliest of (1) the one-year anniversary of the grant date (or

applicable service start date for any director appointed

between

annual

stockholder

meetings),

(2)

the

following

year’s

annual

stockholder

meeting,

and

(3)

“change

control”

(as defined in the 2021 Omnibus Incentive Compensation Plan (the “New 2021 Plan”)), in each case, subject

to such non-employee director’s continued service in

such capacity through the vesting date.

intend to

periodically evaluate

the terms of

compensation of

our non-employee

directors as part

of our

regular review of our overall compensation strategy.

Stock options granted

to our non-employee

directors under the

program have an

exercise price equal

to the

fair market value of our common stock on the date of grant and expire

not later than ten years after the date of grant.

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2022 Director Compensation

The following table sets forth the compensation earned by our directors for

their service on the board of

directors during 2022:

Name

(1)

Fees Earned

or Paid in

Cash

($)

(2)

Option

Awards

($)

(3)

All Other

Compensation

($)

(4)

Total

($)

Gregory

R. Blatt

—

198,692

—

198,692

James Chui

—

198,692

—

198,692

Peter Diamandis

—

198,692

—

198,692

George Hornig

60,000

501,478

—

561,478

Peter Powchik

—

502,031

—

502,031

Louis Reese

—

113,052

82,736

195,788

(1)

Excludes

Ms.

Eade,

Mr.

Ogilvie,

Mr.

Smith

and

Ms.

Toledano

who

did

not

serve

directors

2022.

Please

see

“—Summary

Compensation Table” for compensation paid to Ms. Hu.

(2)

Mr. Blatt, Mr.

Chui, Mr. Diamandis and Mr.

Powchik voluntarily agreed to waive their rights to cash retainers for their board services

in 2022.

(3)

The amounts reported reflect the grant date fair

value of stock options computed in accordance with ASC

718. We provide information

regarding the assumptions used

to calculate the

value of the

option awards in

Note 14 to

our consolidated financial statements

in the

Annual Report.

Any awards

originally granted

as stock

options to

purchase common

shares of

UNS or

COVAXX

for service

as a

director of UNS or

COVAXX were terminated and substituted with an

option to purchase shares

of Class A common

stock of Vaxxinity

connection

with

the

Reorganization.

See

Note

our

consolidated

financial

statements

the

Annual

Report

for

additional

information. The following table shows the

aggregate number of shares subject

to options held by each of our

directors as of December

31, 2022:

Number of Class A Stock Options

Held at Fiscal Year-End

Number of Class B Stock Options

Held at Fiscal Year-End

Louis Reese

2,346,709

2,991,835

Mei Mei Hu

1,590,547

3,370,620

Peter Diamandis

1,436,375

—

George Hornig

197,140

—

Peter Powchik

223,373

—

(4)

For Mr. Reese, consists of (i)

$66,667 of salary earned by

Mr. Reese as Executive Chairman

and (ii) $16,609 representing

the aggregate

incremental cost of personal use of

our corporate airplane. Aggregate incremental cost was

determined by taking the variable costs

the Company of owning

and operating the corporate

airplane in 2022 and

multiplying it by a

fraction which represents the portion

the usage of the airplane that was determined to be personal

use by Mr. Reese.

STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information relating to the beneficial ownership

of our Class A common

stock and Class B common stock as of April 21, 2023 for:

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●

each person, or group of affiliated persons, known by us to beneficially

own more than 5% of our common

stock outstanding;

●

each of our directors;

●

each of our named executive officers for 2022; and

●

all directors and executive officers as a group.

Except as noted by footnote, and subject to community property laws where applicable,

based on the

information provided to us, we believe that the persons and entities named in the

table below have sole voting and

investment power with respect to all shares shown as beneficially owned

by them.

The beneficial ownership

percentages set forth in the table below are based on 11

2,190,162 shares of Class A common stock and 13,874,132

shares of Class B common stock outstanding as of April 21, 2023. Unless otherwise

indicated by footnote below,

the

address for each beneficial owner listed is c/o Vaxxinity,

Inc.,

505 Odyssey Way,

Merritt Island, FL 32953.

Name of Beneficial Owners

Shares Beneficially Owned

(1)

Percentage

of Total

Voting

Power**

Class A

Class B

No.

Directors and Executive Officers:

Mei Mei Hu

(2)

62,442,800

49.2

14,482,366

87.8

69.8

Louis Reese

(3)

2,861,716

2.5 %

6,348,980

39.0 %

15.9

Ulo Palm

(4)

95,575

—

Ren

Paula Molina

(5)

220,959

—

Peter Diamandis

(6)

1,609,010

1.4 %

1,099,915

7.9 %

4.6

Katherine Eade

—

George Hornig

(7)

151,838

—

Landon Ogilvie

(8)

32,850

—

Peter Powchik

(9)

386,440

—

James Smith

(10)

62,260

—

Gabrielle Toledano

—

All directors and executive officers as a group (12 persons)

(11)

58,879,267

49.0%

15,582,281

82.5 %

63.2

Five Percent Holders:

United Biomedical, Inc.

(12)

57,877,859

50.7 %

—

22.3

Entities affiliated with Primer Movers Lab Fund I LP

(13)

17,254,728

15.4

—

6.9

Represents beneficial ownership or voting power, as applicable, of less than

one percent of our outstanding shares of common stock.

Represents the voting

power with respect

to all shares

of our Class A

common stock and

Class B common stock,

voting as a single

class.

Each share of Class A common stock will be entitled to one vote per share and each share of Class B common stock will be entitled to

ten votes per share. Holders of our Class A common stock

and Class B common stock will vote together as a

single class on all matters

presented to our stockholders for their vote or approval,

except as otherwise required by applicable law or our

Charter.

(1)

Beneficial ownership is determined according to the rules of

the SEC, which generally provide that a person has

beneficial ownership

security if

he,

she or

possesses sole

shared voting

investment power

over that

security.

Under those

rules, beneficial

ownership includes

securities that the

individual or

entity has

the right

to acquire,

such as

through the

exercise of

warrants or

stock

options or

the vesting of

restricted stock units

within 60 days.

Shares subject to

warrants or options

that are currently

exercisable or

exercisable within 60 days or

restricted stock units that vest within

60 days are considered outstanding and

beneficially owned by the

person holding such warrants,

options or restricted stock

units for the purpose

of computing the percentage

ownership of that person

but

are not treated as outstanding for the purpose of computing

the percentage ownership of any other person.

TABLE OF CONTENTS

(2)

Consists of

(i) 5,518,961 shares

of Class

common stock

held by

Ms. Hu,

(ii) 271,655 shares

Class A

common stock

held by

Blackfoot Healthcare Ventures

LLC (“Blackfoot”), (iii) 4,212,495

shares of Class

A common stock

held by United

Biomedical Inc.,

Asia

(“UBIA”)

over

which

Ms.

has

shared

voting

power,

(iv)

2,572,561

Class

common

stock

subject

options

exercisable within 60 days of

April 21, 2023, (v) 2,393,468

shares of Class B

common stock subject to options

exercisable within 60

days of April

21, 2023 and,

without duplication, (vi) the

shares of common

stock subject to the

Voting

Agreement that are disclosed

under footnotes (3) and (12), pursuant

to which Ms. Hu holds irrevocable proxies.

Ms. Hu and Mr.

Reese are the sole shareholders of

Blackfoot and may therefore be deemed to

beneficially own the securities held by Blackfoot. We do not believe that

the parties to these

voting agreements constitute a

“group” under Section 13 of

the Exchange Act, as Ms.

Hu exercises voting control

over these shares. All

of the shares

identified in this

footnote are subject

to the Voting

Agreement, which is

further described under “

Certain Transactions

with Related

Persons—Voting

Agreement.

” Except

as set

forth in

this footnote,

Ms. Hu has

no voting

or investment

power over

the

securities beneficially owned by the other parties to the Voting Agreement and disclaims beneficial ownership of such

securities.

(3)

Consists of (i) 17,500 shares of Class A common stock held by Mr. Reese, (ii) 3,955,512 shares of Class B common stock held by Mr.

Reese, (iii) 271,655

shares of

Class A

common stock

held by

Blackfoot,

(iv) 2,597,660 shares

of Class

A common

stock subject

options exercisable within 60 days of April 21, 2023

and (v) 2,393,468 shares of Class B common stock subject to options exercisable

within 60

days

April 21,

2023. Ms.

and Mr.

Reese are

the

sole shareholders

Blackfoot and

may therefore

be deemed

beneficially own the

securities held by

Blackfoot. All of

the shares identified

in this footnote

are subject to

the Voting Agreement, which

further

described

under

“

Certain

Transactions

with

Persons—Voting

Agreement

.”

Except

set

forth

this

footnote,

Mr. Reese has no voting or

investment power over the securities beneficially owned by the other parties

to the Voting

Agreement and

disclaims beneficial ownership of such securities.

(4)

Consists of

(i) 450 shares

held by Dr.

Palm’s spouse

and (ii) 95,125

shares of Class

A common stock

subject to options

exercisable

within 60 days of April 21, 2023.

(5)

Consists of 220,959 shares of Class A common stock subject

to options exercisable within 60 days of April 21, 2023.

(6)

Consists of (i) 430,604 shares of Class

A common stock held by Mr.

Diamandis,

(ii) 13,824 shares of Class A common

stock held by

the spouse

of Mr.

Diamandis, (iii)

1,099,915 shares

of Class

B common

stock and

(iv) 1,164,582

shares of

Class A

common stock

subject to options exercisable within 60 days of April 21, 2023.

(7)

Consists of 151,838 shares of Class A common stock subject

to options exercisable within 60 days of April 21, 2023.

(8)

Consists of an aggregate 32,850 shares of Class A common stock held by various members of Mr.

Ogilvie’s family and for which Mr.

Ogilvie has voting and investment power.

(9)

Consists of (i) 225,858 shares of

Class A common stock held by

Mr. Powchik and (ii) 160,582 shares of Class A

common stock subject

to options exercisable within 60 days of April 21, 2023.

(10)

Consists of (i) 8,058 shares

of Class A common stock held

by Mr. Smith

and (ii) 54,202 shares of

Class A common stock held by

Fund, LLC for which Mr.

Smith shares voting and investment power.

Mr. Smith disclaims beneficial

ownership of the securities held

by IO Fund, LLC except to the extent of his pecuniary

interest therein.

(11)

In addition

to the

directors and

named executive officers

included in

this table,

also includes

securities beneficially owned

by Jason

Pesile. Consists of

(i) 52,792,345 shares

of Class

A common stock,

(ii) 10,574,388 shares

of Class B

common stock, (iii)

6,086,922

shares of Class A common stock

subject to options exercisable within 60 days

of April 21, 2023 and

(iv) 5,007,893 shares of Class B

common stock subject to options exercisable within 60 days

of April 21, 2023.

(12)

Consists of (i) 51,737,344 shares of Class A common stock held by UBI,

(ii) 1,928,020 shares of Class A common stock issuable upon

the exercise of the

UBI Warrant and

(iii) 4,212,495 shares of Class A common

stock held by UBIA. UBI

is a majority shareholder in

UBIA and may be deemed

to share voting and investment

power over the securities held by

UBIA. Ms. Hu, Mr.

Reese and Ms. Hu’s

father Nean Hu,

together as a

group, control more

than 50% of

the equity interests

of UBI, and

together hold voting

and investment

control of all shares held by UBI.

Under the so-called “rule of three,” if voting

and dispositive decisions regarding an entity’s securities

are made by three or more

individuals, and a voting or

dispositive decision requires the approval

of a majority of those

individuals, then

none of the

individuals is deemed

a beneficial

owner of the

entity’s securities. Each

of Ms. Hu, Mr. Reese and

Mr. Hu expressly disclaim

beneficial ownership of such shares, except to the extent of their respective

pecuniary interest. All of the shares identified in clauses (i)

and (ii) of this footnote will be subject to

the Voting

Agreement, which is further described under “

Certain Transactions with Related

Persons—Voting Agreement

.” Except as

set forth in

this footnote, UBI

has no voting

or investment power

over the securities

beneficially

owned by the other parties to the Voting Agreement and disclaims beneficial ownership of such securities. The mailing

address of UBI

is 2622 Commerce Street, Dallas TX 75226-1402.

(13)

Consists of (i) 9,169,589 shares

of Class A common

stock held by Prime

Movers Lab Fund I

LP (“PML”), (ii) 3,615,038 shares

of Class

A common stock

held by Prime

Movers Growth Fund

I LP (“PMG”),

(iii) 2,160,502 shares

of Class A

common stock

held by COVAXX

PML SPV 1

LP (“PML SPV 1”),

(iv) 836,499 shares of Class

A common stock held

by COVAXX

PML SPV 2 LP

(“PMV SPV 2”)

and (v) 1,473,100 shares of Class A common stock held by COVAXX

PML SPV 3 LP (“PML SPV 3”). Prime Movers Lab GP I LLC

(“PML GP I”) is the general partner

of PML and PML SPV 1.

Prime Movers Lab GP II LLC (“PML GP

II”) is the general partner of

PML SPV 2 and PML

SPV 3. Prime Movers Growth

GP I LLC (“PMG GP”)

is the general partner

of PMG. Dakin Sloss is

the manager

of PML GP I, PML GP II and PMG GP, and may be deemed to beneficially own the securities held by PML, PMG,

PML SPV 1, PML

SPV 2 and PML SPV 3.

The mailing address of PML, PMG, PML

SPV 1, PML SPV 2 and

PML SPV 3 is P.O.

Box 12829, Jackson,

WY 83002.

TABLE OF CONTENTS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes certain information, as of

December 31, 2022

, relating to our equity

compensation plans, which were approved by the Company’s

stockholders. See Note 14

of the consolidated

financial statements in the Annual Report for a summary of our equity compensation

plan.

Equity Compensation Plan Information

Plan Category

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights

(a)

Weighted-average

exercise price of

outstanding options,

warrants and rights

(b)

Number of securities

remaining available for

future issuance under

equity compensation plans

(excluding securities

reflected in column (a))

(c)

Equity compensation

plans approved by security

holders

20,716,760

(1)

5.00

8,364,003

(2)

Total

20,716,760

5.00

8,364,003

(1)

Consists of

outstanding options

for 14,054,305 shares

of Class

A common stock,

300,000 restricted

stock units of

Class A

common

stock and outstanding options for 6,362,455 shares of Class

B stock, of which 9,830,751 Class A and

4,968,437 Class B options were

exercisable, respectively.

(2)

Consists of 6,064,003

shares reserved

and remaining available

for future awards

under the New

2021 Plan and

2,300,000 shares reserved

and remaining available for issuance under the ESPP. The reserve for the New 2021 Plan automatically increases each year on January

1st, beginning on January 1, 2023 and

ending (and including) January 1, 2030, by the

lesser of (i) 4% of the outstanding

shares of the

Company’s

common stock

on the

immediately preceding

December 31,

(ii) the

number of

shares determined

by the

Compensation

Committee, if

any such

determination is

made, and

(iii) the

number of

shares underlying

any awards

granted during

the preceding

calendar year, net of

the shares underlying awards canceled or forfeited under

the New 2021 Plan. On January

1, 2023, in accordance

with the automatic “evergreen” provision of the New 2021 Plan, the maximum number of shares that can be issued under the plan was

increased to 11,550,309.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires executive officers, directors

and persons who own more than

10% of a registered class of our equity securities to file reports of ownership

with the Securities and Exchange

Commission (the “SEC”). Based solely on our review of the copies of

such forms received by us, we believe that

during the fiscal year ended December 31, 2022, all filing requirements

were timely satisfied, except a late Form 4

was filed for Farshad Guirakhoo, our former Chief Scientific Officer,

two late Form 4s were filed for Peter

Diamandis, a late Form 3 was filed for Peter Diamandis and a late Form 4 filed

for Jason Pesile.

CERTAIN

TRANSACTIONS WITH RELATED

PERSONS

Other than compensation arrangements for our executive officers

and directors which are described

elsewhere in this Proxy Statement, below we describe transactions since January

1, 2021 to which we were or will

be a participant and in which:

●

the amounts involved exceeded or will exceed $120,000; and

●

any of our directors, executive officers or holders of more than 5%

of our outstanding voting securities, or

any member of the immediate family of, or person sharing the household

with, the foregoing persons, had

or will have a direct or indirect material interest.

TABLE OF CONTENTS

Policies and Procedures on Transactions with Related Persons

The board of directors has adopted

a related person transaction policy in writing

setting forth the policies and

procedures for the

identification, review, and approval or

ratification of related

person transactions. This

policy covers,

with certain exceptions set forth in the policy consistent with

Item 404 of Regulation S-K under the Securities Act of

1933,

amended

(the

“Securities

Act”),

any

transaction,

arrangement

relationship,

any

series

similar

transactions, arrangements or

relationships, where the

amount involved will or

may be expected

to exceed $100,000

and

in which

we were

or are

to be

a participant

and a

related person

had or

will have

a direct

or indirect

interest,

including purchases

of goods

or services

by or

from the

related person

or entities

in which

the related

person has

material interest, indebtedness and guarantees of indebtedness. In reviewing and approving any such transactions, the

audit committee

will consider

all relevant

facts and

circumstances as

appropriate,

including, but

not limited

to, the

business reasons for the Company to enter into the

transaction and the risks, costs and the availability

of other sources

of comparable services or products.

Our Relationship with UBI

Our Vaxxine

Platform utilizes a peptide vaccine technology first developed by UBI for animal use and

subsequently refined over the last two decades. UBI initiated the development

of this technology for human use; the

business focused on human use was then separated from UBI through two

separate transactions: a spin-out from

UBI in 2014 of operations focused on developing chronic disease product

candidates that resulted in UNS, and a

second spin-out from UBI in 2020 of operations focused on the development of

a COVID-19 vaccine that resulted in

COVAXX.

The combination of UNS and COVAXX

in March 2021 resulted in our current company,

Vaxxinity.

Ms. Hu and Mr. Reese serve on the

executive committee of UBI. Ms. Hu, Mr.

Reese and Ms. Hu’s mother and

father, collectively hold voting and

investment control over UBI. Following the spin-out transactions, UBI continues

to be a commercial partner for the Company and one of our principal stockholders.

As of April 21, 2023, UBI held 51,737,344 shares of our Class A common stock,

representing

approximately 20.62% of the total voting power of our capital stock, UBIA held

4,212,495 shares of our Class A

common stock, representing approximately 1.68% of the voting power

of our capital stock, and Dr. Wang

(UBI’s

founder and mother of Ms. Hu) held 1,881,173 shares of our Class A common

stock and 3,299,744 shares of our

Class B common stock, representing an aggregate of approximately 13.90%

of the total voting power of our capital

stock. UBI also has a warrant

to purchase 1,928,020 shares of our Class A common stock. As of April

21, 2023, all

1,928,020 shares of Class A common stock underlying the UBI Warrant

are exercisable at an exercise price of

$12.45 per share (subject to adjustment pursuant thereto), and are not subject

to vesting. The UBI Warrant

has a

term of five years. Ms. Hu, Mr.

Reese, one of their affiliates and UBI are also party to the Voting

Agreement

providing Ms. Hu with the authority (and irrevocable proxies) to vote the shares of capital stock

held by such

persons at her discretion on all matters to be voted upon by stockholders. See

the section below entitled “

Voting

Agreement

.”

Commercial Agreements

We are party

to a Platform License Agreement,

dated as of August 5, 2021, with UBI and certain of its

affiliates (collectively,

the “Licensors”) pursuant to which Vaxxinity

obtained a worldwide, sublicensable, perpetual,

fully paid-up, royalty-free license under certain patents and know-how

owned or otherwise controlled by the

Licensors. We granted

UBI the UBI Warrant as partial

consideration for the license.

While we continue to take steps to separate our operations from those of UBI and

currently anticipate

taking additional steps to lessen our dependence, we still have certain ongoing

commercial relationships with UBI

and its affiliates for the provision of manufacturing services.

Total amounts due

under these agreements as of

December 31, 2022 were approximately $17.1 million, including

$4.2 million owed under an unsecured promissory

note entered into with UBI in October 2022. Total

service fees incurred under these agreements for the years ended

December 31, 2022 and 2021 were approximately $4.2 million and $35.4

million, respectively.

For further information about these commercial agreements, please refer

to our Annual Report on Form 10-

K for the fiscal year ended December 31, 2022.

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The Reorganization

The combination of UNS and COVAXX

in March of 2021 was effected in accordance with the

Contribution and Exchange Agreement, pursuant to which

the outstanding equity interests of UNS and COVAXX

were contributed to Vaxxinity

in return for equity interests of Vaxxinity

resulting in UNS and COVAXX

becoming

wholly-owned subsidiaries of Vaxxinity.

In connection with the Reorganization, (i) all outstanding

shares of UNS

and COVAXX

preferred stock and common stock were contributed to Vaxxinity

and exchanged for an aggregate of

57,702,458 shares of our Class A common stock, 10,999,149 shares of our

Class B common stock and 58,175,751

shares of our Series A preferred stock, (ii) the outstanding options to purchase shares of

UNS and COVAXX

common stock were terminated and substituted with options to purchase

an aggregate of 19,712,504 shares of our

Class A common stock, (iii) the outstanding warrant to purchase shares of COVAXX

common stock was cancelled

and exchanged for a warrant, which was exercisable for 128,702

shares of our Class A common stock (the “Reorg.

Warrant”),

and (iv) the outstanding Convertible Notes and the Related Note (as such terms are defined

below) were

contributed to Vaxxinity

and the former holders of such notes received an aggregate of 4,047,344

shares of our

Series A preferred stock. All shares of our Series A preferred stock converted

into shares of our Class A common

stock concurrently with the closing of the IPO and the Reorg.

Warrant was automatically

exercised on a cashless

basis in connection with the IPO.

Investors’ Rights Agreement

We were party

to an Amended and Restated Investors’ Rights Agreement, dated as of March 17,

2021 (the

“Investors’ Rights Agreement”), with certain holders of our capital stock, including

entities affiliated with UBI and

Prime Movers Lab Fund I LLC (“Prime Movers”). This agreement grant

ed,

among other things, customary

“demand” registration and “piggyback” registration rights, information

rights and rights to future stock issuances of

the Company to certain holders of our capital stock. In connection with the

IPO, the holders of our capital stock

waived their “piggyback” registration rights, terminated

the Investors’ Rights Agreement and entered into a new

registration rights agreement (the “Registration Rights Agreement”)

with us and certain other holders of our capital

stock. See the paragraph in this section below titled “

Registration Rights

” for additional information regarding these

registration rights.

Pre-IPO Voting

Agreement

We were party

to a voting agreement, pursuant to which certain holders of our capital stock, including

Ms. Hu, Mr. Reese and entities affiliated

with UBI and Prime Movers, agreed to the manner in which they would

vote their shares on certain matters, including the election of directors. This

voting agreement terminated

accordance with its terms in connection with the closing of the IPO.

Right of First Refusal and Co-Sale Agreement

We were party

to an Amended and Restated Right of First Refusal and Co-Sale Agreement, dated

as of

March 17, 2021 (the “Right of First Refusal and Co-Sale Agreement”),

with certain of our stockholders, including

Ms. Hu, Mr. Reese and entities affiliated

with UBI and Prime Movers, under which we had a right of first refusal,

and certain of our stockholders party thereto had a right of first refusal and

co-sale, with respect to shares of capital

stock that holders of our Class B common stock and UBI propose to sell to third parties.

The Right of First Refusal

Agreement terminated

in accordance with its terms in connection with the closing of the IPO.

Voting

Agreement

Our principal stockholders (Ms. Hu, Mr.

Reese, one of their affiliates and UBI) entered into a voting

agreement on October 1, 2021 (the “Voting

Agreement”). We are not

a party to the Voting

Agreement. The Voting

Agreement provides the proxyholder,

Ms. Hu, with the authority (and irrevocable proxies) to direct the vote and

vote the shares of capital stock held by the principal stockholders at her discretion

on all matters to be voted upon by

stockholders. The Voting

Agreement does not restrict any of the principal stockholders from transferring any shares

of our capital stock and, if any such shares of capital stock are transferred, there is no obligation

for the transferee to

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join the Voting

Agreement (unless the transferee is a controlled affiliate or

family member (or an entity or trust

whose beneficial owner or primary beneficiary is a family member) of one

of the parties to the Voting

Agreement).

Mr. Reese will replace Ms. Hu as the

proxyholder under the Voting

Agreement upon the earliest of (i) Ms.

Hu’s death, (ii) a determination

by a court that Ms. Hu is permanently and totally disabled (as determined by a

court

of competent jurisdiction) and (iii) six months after the later of Ms. Hu ceasing

to be (x) Chief Executive Officer and

(y) Actively Engaged (as defined below) (the “Replacement Date”); provided

that the Replacement Date will be the

date on which Ms. Hu ceases to be Actively Engaged if Ms. Hu is not then Chief Executive Officer

and Ms. Hu

ceases to be Actively Engaged pursuant to clause (B) of the definition of Actively

Engaged below. For purposes of

the Voting

Agreement, “Actively Engaged” means, on the date of determination, Ms. Hu (A) is then a director

of the

Company and (B) has not sold, or otherwise disposed for pecuniary gain, shares

of Class B common stock in excess

of 65% of the Class B common stock she held on the date of the Voting

Agreement.

The Voting

Agreement will terminate upon the earliest to occur of the following: (i) the liquidation,

dissolution or winding up of the Company; (ii) the execution by the Company

of a general assignment for the benefit

of creditors or the appointment of a receiver or trustee to take possession of the property

and assets of the Company;

(iii) the unilateral decision of the then current proxyholder (in such person’s

sole discretion) to terminate the Voting

Agreement, subject to a 30-day notice period; (iv) on the Replacement Date, if Mr.

Reese is then (x) deceased, (y)

determined by a court to be permanently and totally disabled or (z) not a director

of the Company; or (v) after the

Replacement Date, upon the earliest to occur of Mr.

Reese’s death, permanent and total disability

(as determined by

a court of competent jurisdiction) or ceasing to be director of the Company.

Registration Rights

In connection with the IPO, we and certain of our existing stockholders entered

into a Registration Rights

Agreement pursuant to which certain holders of our capital stock are entitled

to rights with respect to the registration

of their shares under the Securities Act. The registration rights will terminate upon

the earlier of (i) with respect to

any stockholder party thereto who then holds less than five percent

of the then-outstanding common stock in the

Company such time after the completion of the IPO as Rule 144 or another

similar exemption under the Securities

Act is available for the sale of all of such stockholder’s shares without

limitation during a three-month period

without registration and (ii) four years following the completion of the IPO.

We will generally pay

the registration

expenses (other than underwriting discounts and selling commissions),

including the reasonable fees and

disbursements, not to exceed $50,000 of one counsel, of the holders of the

securities registered pursuant to the

registrations described below.

S-1 Demand Registration Rights

Certain holders of Class A common

stock (including shares received upon conversion of shares of Class B

common stock) are entitled to certain Form S-1 demand registration rights.

Beginning 180 days after the date of the

final prospectus relating to the IPO, the holders of a majority of the registrable

securities then outstanding may make

a written request that we register the offer and sale of their shares on

a registration statement on Form S-1. Such

request for registration must cover at least 30% of the registrable securities then

outstanding. We

are obligated to

effect only one such registration. If we determine that it would be materially

detrimental to us and our stockholders

to effect such a demand registration, we have the right to defer such registration,

not more than once in any 12-

month period, for a period of up to 120 days. In addition, we are not required to effect

a demand registration during

the period beginning 60 days prior to our good faith estimate of the date of

the filing and ending on a date 180 days

following the effectiveness of a registration statement initiated

by us. In an underwritten public offering, the

underwriters have the right, subject to specified conditions, to limit the number

of shares that such holders may

include for registration.

S-3 Registration Rights

Certain holders of Class A common stock (including shares received

upon conversion of shares of Class B

common stock) are entitled to certain Form S-3 demand registration rights.

The holders of at least 20% of the

registrable securities then outstanding may make a written request that we register

the offer and sale of their shares

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on a registration statement on Form S-3 if we are eligible to file a registration

statement on Form S-3, so long as the

request covers securities the anticipated aggregate offering price

of which, net of underwriting discounts, selling

commissions and other selling expenses, is at least $3.0 million. These stockholders

may make an unlimited number

of requests for registration on Form S-3. However,

we are not required to effect a registration on Form S-3 if we

have effected two such registrations within the 12-month

period preceding the date of the request. Additionally,

we determine that it would be materially detrimental to us and our stockholders

to effect such a registration, we have

the right to defer such registration, not more than once in any 12-month

period, for a period of up to 120 days.

Further, we are not required to effect

a demand registration during the period beginning 30 days prior to our good

faith estimate of the filing of and ending on a date 90 days following the effectiveness

of a registration statement

initiated by us. In an underwritten public offering, the underwriters have

the right, subject to specified conditions, to

limit the number of shares that such holders may include for registration.

Piggyback Registration Rights

The Registration Rights Agreement provides that if we propose to register

the offer and sale of our

common stock under the Securities Act, in connection with the public offering

of such common stock, certain

holders of Class A common stock (including shares received upon conversion

of shares of Class B common stock)

will be entitled to certain “piggyback” registration rights allowing the holders

to include their shares in such

registration, subject to certain marketing and other limitations. As a result, whenever

we propose to file a

registration statement under the Securities Act, other than with respect to (i)

a registration related to the sale or grant

of securities to our employees or a subsidiary’s

employees pursuant to a stock option, stock purchase, equity

incentive or similar plan, (ii) a registration relating to an SEC Rule 145 transaction,

(iii) a registration on any

registration form that does not include substantially the same information

as would be required to be included in a

registration statement covering the sale of our registrable securities or (iv)

a registration in which the only common

stock being offered is common stock issuable upon conversion

of debt securities that are also being registered, the

holders of these registrable securities are entitled to notice of the registration and have

the right, subject to certain

limitations, to include their shares in the registration. We

have the right to terminate or withdraw any registration

initiated pursuant to such “piggyback registration” rights described

above before the effective date of such

registration, whether or not any stockholder has elected to include shares of

their common stock in such registration.

In an underwritten public offering, the underwriters have

the right, subject to specified conditions, to limit the

number of shares that such holders may include for registration.

Financings and Other Transactions

In the past, we and our predecessor entities have also entered into various other financing

arrangements,

service agreements and other related party transactions which are summarized

below.

Financings

From 2018 through the Reorganization, we borrowed an

aggregate of $24.5 million through the issuance of

convertible notes (the “Convertible Notes”) which accrued interest at annual

rates ranging from 4.8% to 6%. In

March 2021, in connection with the Reorganization, each

Convertible Note that was outstanding immediately prior

to the Reorganization was contributed to the Company and the

former holders of the Convertible Notes received

shares of our Series A preferred stock. These issuances included:

●

a Convertible Note in the amount of $0.5 million issued to an entity affiliated

with a family member of Mr.

Reese that was converted into 104,728 shares of Series A preferred stock in

connection with the

Reorganization;

●

Convertible Notes in the aggregate amount of $10.0 million issued to entities affiliated

with Mr. James

Chui, a former director, that were converted

into 1,958,838 shares of Series A preferred stock in connection

with the Reorganization; and

●

a Convertible Note in the amount of $2.0 million issued to UBI that was converted

into 384,410 shares of

Series A preferred stock in connection with the Reorganization.

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From December 2018 to September 2019, we borrowed an aggregate of

$2.0 million from Ms. Hu,

Mr. Reese and an entity affiliated

with both of them (the “Related Note”). The initial $1.5 million tranche

closed in

December 2018 and the remaining two tranches closed in 2019. The Related Note

accrued interest at an annual rate

of 5%. In March 2021, in connection with the Reorganization,

the Related Note was contributed to the Company and

the entity affiliated with Ms. Hu and Mr.

Reese received 422,696 shares of Series A preferred stock in the Company.

In November 2019, we borrowed $0.1 million from Ms. Hu (the “Executive

Note”). No formal loan

agreement was executed for the Executive Note. However,

the Company has elected to accrue interest at an annual

rate of 5%, consistent with the terms and conditions of the Convertible

Notes and the Related Note, which was the

closest benchmark the Company could evaluate. We

repaid the Executive Note in August 2021.

Subsequent to the Reorganization, we continued to finance our

operations through the issuance of

15,365,574 shares of our Series B preferred stock at a purchase price of $8.00 per

share, for aggregate consideration

of $122.9 million. Prime Movers purchased 5,625,000 shares of our Series B preferred

stock for an aggregate of

$45 million.

Original UBI Licenses

In October 2014, we entered into a contribution agreement with UBI, pursuant

to which UBI assigned to us

certain patents and know-how directed to peptide vaccines for the prevention

and treatment of Alzheimer’s disease,

which we utilize in our UB-311 anti-A

product candidate. In consideration for the rights assigned to UNS by UBI,

UNS issued shares of its voting stock to UBI. In April 2020, we entered into a license

agreement with UBI and

certain of its affiliates pursuant to which we obtained an exclusive,

worldwide, sublicensable (subject to certain

restrictions), fully paid-up, royalty-free license under certain patent

rights and know-how to research, develop,

make, utilize, import, market, distribute, sell, commercialize and otherwise exploit

products and services for all

diagnostic, prophylactic and therapeutic uses and indications in humans

in the field of all coronaviruses. The

licenses granted under these two agreements (collectively,

the “Original UBI Licenses”) were terminated in

connection with our entry into the Platform License Agreement discussed above

Participation in the IPO

On November 15, 2021, we issued an aggregate of 6,000,000 shares of our

Class A common stock in our

IPO at a public offering price of $13.00 per share. On November

18, 2021, we issued an additional 537,711 shares

of Class A common stock at the public offering price pursuant to a

30-day option granted to the underwriter to

purchase additional shares of Class A common stock. Certain of our related parties

participated in the IPO. The

following table sets forth the aggregate number of shares issued to

these related parties in the IPO:

Participant

Class A Common Stock Purchased in the IPO

Gregory R. Blatt

(1)(2)

76,675

Peter Diamandis

(1)

76,675

(1)

Acquired indirectly through Bald Eagle IV LLC.

(2)

Mr. Blatt is a former director of the Company.

Airplane Lease

In June 2020, the Company entered into a dry lease agreement with a holding company

owned by Ms. Hu

and Mr. Reese pursuant to which the

Company

may lease the plane from the holding company,

as needed for

business purposes, at an hourly rate of approximately $2,000 per flight

hour, which rate was determined by an

independent third-party management company to be the fully-loaded

cost of operating the plane. During the years

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ended December 31, 2022 and 2021, total costs incurred by the Company under this agreement

were approximately

$0 and $0.1 million, respectively.

Exchange of Options

In August 2021, we canceled existing options to purchase 3,370,620

and 2,991,835 shares of our Class A

common stock held by Ms. Hu and Mr.

Reese, respectively, in exchange

for an equal number of options to purchase

shares of our Class B common stock. The new options to purchase shares of

our Class B common stock were issued

with exercise prices equal to the fair value of our Class B common stock on

the new grant date, which was a higher

exercise price than the options that were canceled.

For additional information, see Note 14 to our consolidated

financial statements included in the Annual Report.

Related Party Guaranty

In June 2020, COVAXX

entered into a note payable agreement (the “2025 Note”) for the acquisition

of an

airplane. The 2025 Note is secured by the airplane and personally guaranteed

by Ms. Hu and Mr. Reese.

Prime Movers Lab Fund I, LLC

Prime Movers is a holder of more than 5% of our capital stock. Prime Movers also had

board representation

at the Company prior to the IPO. In 2021, Prime Movers purchased 5,625,000

shares of our Series B preferred stock

for an aggregate of $45 million. Concurrently with the closing of the IPO, our Series B preferred

stock was

automatically converted into shares of our Class A common stock.

Advisor Agreement

On February 5, 2021 UNS entered into an advisor agreement with High Express

Holdings Limited (“High

Express”).

James Chui, one of our former directors, is President and CEO of High Express. The advisor

agreement

was entered into primarily to engage High Express to advise and assist UNS with business

and financing strategies,

and High Express provided those services to the Company throughout 2021.

As consideration under the agreement.

UNS issued 3,276,776 shares of UNS common stock to High Express.

Limitations of Liability and Indemnification Matters

Section 102(b)(7) of the

Delaware General Corporation Law

permits a corporation to

provide in its

certificate

incorporation

that

a director

or officer

of the

corporation

shall

not be

personally

liable to

the corporation

or its

stockholders for monetary damages for any breach of fiduciary duty as a director of

officer, except for liability of:

●

director

officer

for

any

breach

the

director’s

officer’s

duty

loyalty

the

corporation

its

stockholders;

●

a director or

officer for any

act or omission not

in good faith or

which involves intentional

misconduct or a

knowing violation of law;

●

director

for

unlawful

payments

dividends

unlawful

stock

repurchases,

redemptions

other

distributions;

●

director

officer

for

any

transaction

from

which

the

director

officer

derived

improper

personal

benefit; or

●

an officer in any action by or in the right of the corporation.

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The

Charter

provides

for

such

limitation

liability

with

respect

directors

the

corporation.

Such

limitation

liability

does

not

apply

liabilities

arising

under

federal

securities

laws

and

does

not

affect

the

availability of equitable remedies such as injunctive relief or rescission.

The Bylaws provide for indemnification, to the fullest extent permitted by the DGCL,

of any person made or

threatened

to be

made

party to

any

action,

suit or

proceeding

by reason

the fact

that such

person

is or

was a

director, officer,

employee or agent of the Company, or, at the request of the Company,

serves or served as a director,

officer, employee or agent

of another corporation

or of

a partnership, joint

venture, trust or

any other enterprise,

against

all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with

the

defense

settlement

such

action,

suit

proceeding.

have

entered

and

expect

continue

enter

into

agreements to indemnify

our directors and

executive officers. With

certain exceptions,

these agreements provide

for

indemnification for

related expenses including

attorneys’ fees, judgments,

fines and settlement

amounts incurred

any of these

individuals in connection

with any action,

proceeding or investigation.

believe that the

Charter and

Bylaws provisions

and indemnification

agreements are

necessary to

attract and

retain qualified

persons as

directors

and officers. We

also maintain customary directors’ and officers’ liability insurance.

The

limitation

liability

and

indemnification

provisions

our

Charter

and

Bylaws

may

discourage

stockholders from bringing a lawsuit against our

directors for breach of their fiduciary

duty. They may also reduce the

likelihood of derivative litigation against our

directors and officers, even though an

action, if successful, might benefit

us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the

costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar

indemnification

for

liabilities

arising

under

the

Securities

Act

may

permitted

for

directors,

executive

officers

persons

controlling

us,

have

been

informed

that,

the

opinion

the

SEC,

such

indemnification is against public policy as expressed in the Securities Act and is therefore

unenforceable.

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PROPOSAL NO. 2 RATIFICATION

OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

Appointment of Independent Registered Public Accounting Firm

The audit committee appoints our independent registered public accounting

firm. In this regard, the audit

committee evaluates the qualifications, performance and independence

of our independent registered public

accounting firm and determines whether to re-engage our current firm. As part

of its evaluation, the audit committee

considers, among other factors, the quality and efficiency of the

services provided by the firm, including the

performance, technical expertise, industry knowledge and experience

of the lead audit partner and the audit team

assigned to our account; the overall strength and reputation of the firm; the

firm’s global capabilities relative to our

business; and the firm’s knowledge

of our operations. Armanino LLP has served as the independent registered

public accounting firm for the Company and our predecessor entities since 2020

Neither the accounting firm nor

any of its members has any direct or indirect financial interest in or any connection

with us in any capacity other

than as our auditors and providing audit and permissible non-audit

related services. Upon consideration of these and

other factors, the audit committee has appointed Armanino LLP to serve

as our independent registered public

accounting firm for the fiscal year ending December 31, 2023.

Although ratification is not required by our Bylaws or otherwise, the board

of directors is submitting the

appointment of Armanino LLP to our stockholders for ratification because

we value our stockholders’ views on the

Company’s independent registered

public accounting firm and it is a good corporate governance practice. If our

stockholders do not ratify the selection, it will be considered as notice to

the board of directors and the audit

committee to consider,

in its discretion, the appointment of a different firm. Even if the appointment

is ratified, the

audit committee, in its discretion, may select a different independent

registered public accounting firm at any time

during the year if it determines that such a change would be in the best interests of the

Company and its

stockholders.

Representatives of Armanino LLP are expected to attend the Annual Meeting

and they will have an

opportunity to make a statement if they so desire and be available to respond

to appropriate questions from

stockholders.

Audit, Audit-Related, Tax and All Other Fees

The following table sets forth the aggregate fees billed by Armanino LLP,

our independent registered

public accounting firm, for professional services rendered with respect

to each of the last two fiscal years:

Year

Ended December 31,

2022

2021

Audit Fees

(1)

$597,412

$902,126

Tax Fees

(2)

20,105

45,139

All Other Fees

(3)

6,619

Total

$617,517

$953,884

(1)

Audit fees consist of fees for the audit of our annual

financial statements, the review of our interim

financial statements and other

professional fees. These audit fees also include professional

services provided in connection with our IPO incurred

during the fiscal year

ended December 31, 2021.

(2)

Tax fees consist of fees for tax advisory and compliance services.

(3)

All other fees consist of other professional services, including

valuation services.

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Auditor Independence

In 2022, there were no other professional services provided by Armanino

LLP,

other than those listed

above, that would have required the audit committee to consider their

compatibility with maintaining the

independence of Armanino LLP.

Pre-Approval Policies and Procedures

The above-described services provided to us by Armanino

LLP were provided in accordance with the

policies and procedures set forth in the formal written charter for the audit committee.

The charter for the audit

committee requires that the audit committee pre-approve all audit services

to be provided to us, whether provided by

our principal auditor or other firms, and all other services (review,

attest and non-audit) to be provided to us by our

independent registered public accounting firm.

On an annual basis, the audit committee reviews with the independent

registered accounting firm and

management the plan and scope of the auditor’s proposed

annual financial audit and quarterly reviews, including the

procedures to be used and the auditor’s compensation.

The audit committee also pre-approves audit, non-audit, and

any other services to be provided by the auditor in accordance with any policies adopted

by the audit committee.

Board Recommendation

The Board of Directors unanimously recommends a vote

FOR

the ratification of the appointment of

Armanino LLP as the independent registered public accounting firm of

the Company for the fiscal year ending

December 31, 2023, and proxies solicited by the Board of Directors will be voted

in favor of such ratification unless

a stockholder indicates otherwise on this Proxy Statement. The affirmative

vote of a majority of shares present in

person or represented by proxy at the Annual Meeting is required to ratify the

appointment of the independent

registered public accounting firm.

Audit Committee Report

The audit committee of the board of directors, which consists entirely of

directors who meet the

independence and experience requirements of The Nasdaq Stock Market,

has furnished the following report:

Management is responsible for the preparation, presentation and integrity

of the Company’s financial

statements, the appropriateness of accounting principles and financial

reporting policies and for establishing and

maintaining our internal control over financial reporting. The independent

registered public accounting firm is

responsible for auditing our financial statements and expressing an opinion

as to their conformity with U.S.

generally accepted accounting principles. The audit committee is responsible

for monitoring and overseeing these

processes.

In the performance of its oversight function, the audit committee reviewed

and discussed with management

and Armanino LLP,

as the Company’s independent registered

public accounting firm, the Company’s

audited

financial statements for the fiscal year ended December 31, 2022. The audit committee

also discussed with the

Company’s independent registered

public accounting firm the matters required to be discussed by the applicable

requirements of the Public Company Accounting Oversight Board

(the “PCAOB”) and the SEC for communications

with audit committees. In addition, the audit committee received and reviewed

the written disclosures and the letter

from the Company’s independent

registered public accounting firm regarding its independence as required

applicable requirements of the PCAOB, regarding such independent registered

public accounting firm’s

communications with the audit committee, and further discussed with the Company’s

independent registered public

accounting firm their independence from the Company and any relationships

that may impact their objectivity and

independence.

Based upon the audit committee’s

review of the audited financial statements and discussions with

management and Armanino LLP described in the preceding paragraph,

the audit committee recommended to the

board of directors that the Company’s

audited financial statements be included in its Annual Report on Form 10-K

for the fiscal year ended December 31, 2022 for filing with the SEC.

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Submitted by the Audit Committee of the Company’s

Board of Directors:

George Hornig (Chair)

Peter Diamandis

Katherine Eade

James Smith

STOCKHOLDER PROPOSALS AND DIRECTOR

NOMINATIONS

Stockholders who intend to have a proposal considered for inclusion in our

proxy materials for presentation

at the 2024

Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit

the proposal to our

General Counsel and Secretary at our offices at 505 Odyssey Way,

Merritt Island, FL 32953, in writing not later

than January 2, 2024.

Stockholders intending to present a proposal at our 2024 Annual Meeting,

but not to include the proposal in

our proxy statement, or to nominate a person for election as a director,

must comply with the requirements set forth

in our Bylaws. Our Bylaws require, among other things, that a stockholder’s

notice for the nomination of persons for

elections to the board of directors must be delivered to our Corporate Secretary

proper written form not less than 90

days and not more than 120 days prior to the first anniversary of the preceding year’s

annual meeting of

stockholders. Therefore, we must receive notice of such a proposal or nomination

for the 2024 Annual Meeting no

earlier than February 21, 2024

and no later than March 22, 2024. The notice must contain the information

required

by our Bylaws. In the event that the date of the 2024 Annual Meeting is not scheduled

to be held within a period that

commences 30 days before such anniversary date and ends 30 days after such

anniversary date, such stockholder’s

notice must be delivered by the later of the 10

day following the day on which public disclosure of the date of such

meeting is first made by us and the date which is 90 days prior to the 2024

Annual Meeting. SEC rules permit

management to vote proxies in its discretion in certain cases if the stockholder

does not comply with this deadline

and, in certain other cases notwithstanding the stockholder’s compliance

with this deadline.

We reserve the

right to reject, rule out of order or take other appropriate action with

respect to any proposal

that does not comply with these or other applicable requirements.

In connection with our solicitation of proxies for our 2024 annual meeting

of stockholders, we intend to file

a proxy statement with the SEC. Stockholders may obtain our proxy statement (and

any amendments and

supplements thereto) and other documents as and when filed with the SEC without

charge from the SEC’s website

at: www.sec.gov.

In addition to satisfying the foregoing requirements under our Bylaws, to comply

with the universal proxy

rules, stockholders who intend to solicit proxies in support of director nominees

other than the Company’s nominees

must provide notice that sets forth the information required by Rule 14a

-19 of the Exchange Act no later than

April 21, 2024.

HOUSEHOLDING

SEC rules permit companies and intermediaries such as brokers to satisfy delivery

requirements for proxy

materials with respect to two or more stockholders sharing the same address

by delivering a single copy of the proxy

materials addressed to those stockholders. This process, which is commonly

referred to as “householding,” provides

cost savings for companies and helps the environment by conserving

natural resources. Some brokers household

proxy materials, delivering a single proxy statement or notice to multiple stockholders

sharing an address unless

contrary instructions have been received from the affected

stockholders. Once you have received notice from your

broker that they will be householding materials to your address, householding

will continue until you are notified

otherwise or until you revoke your consent. If, at any time, you no longer wish

to participate in householding and

would prefer to receive a separate proxy statement or notice, or if your household

is receiving multiple copies of

these documents and you wish to request that future deliveries be limited to a single copy,

please notify your broker.

You

can also request prompt delivery of a copy of the proxy materials by contacting AST

by phone at (888)

776-

TABLE OF CONTENTS

9962,

by email at info@astfinancial.com or through their website at

https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials

2022

ANNUAL REPORT

Our 2022 Annual Report, including our Annual Report on Form 10-K

for the fiscal year ended

December 31, 2022, is being mailed with this Proxy Statement to those stockholders

that receive this Proxy

Statement in the mail. Stockholders can also access our 2022

Annual Report, including our Annual Report on

Form 10-K for the fiscal year ended December 31, 2022, at http://www.astproxyportal.com/ast/24848/

Our Annual Report on Form 10-K for the fiscal year ended December 31,

2022 has also been filed

with the SEC. It is available free of charge at the SEC’s

website at www.sec.gov.

Upon written request by a

stockholder,

we will mail without charge a copy of our Annual Report on Form 10-K, including the

financial

statements and financial statement schedules, but excluding exhibits. Exhibits to

the Annual Report on Form

10-K are available upon payment of a reasonable

fee, which is limited to our expenses in furnishing the

requested exhibit. All requests should be directed

to the General Counsel and Secretary,

Vaxxinity,

Inc., 505

Odyssey Way,

Merritt Island, FL 32953.

Your

vote is important.

Please promptly vote your shares by completing, signing, dating and returning

your proxy

card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

/s/ René Paula Molina

René Paula Molina

General Counsel and Secretary

Merritt Island, FL

April 28, 2023

, by filing with the Corporate Secretary of the Company, at the address

set forth above, a written notice of revocation bearing a later

date than the proxy card being revoked, or by voting the common

stock covered thereby in person at the Annual Meeting. 1.1 (Continued

and to be signed on the reverse side) 14 475

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Please sign, date and mail your proxy card in the envelope provided as

soon as possible. Please detach along perforated line and mail in the

envelope provided. 20930000000000001000 2 062023 THE BOARD

OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES"

IN THE ELECTION OF DIRECTORS UNDER PROPOSAL

1 HND "FOR" PROPOSAL 2. PLEASE SIGN, DATE AND

RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS

SHOWN HERE 1. Election of Directors: FOR ALL NOMINEES

WTIH HOL 0 AUTHORITY FOR ALL NOMINEES FORALL

EXCEPT (Se? irtsrusoris Wo*) NOMINEES: O Louis

Reese O Mei Mei Hu O Katherine Eade O Landon Ogilvie O James

Smith O Gabrielle (Gaby) Toledano O Peter Diamandis O George

Hornig O Peter Powchik INSTRUCTIONS: To withhold

authority to vote for any individual nominee(s), mark “FOR ALL

EXCEPT” and fill in the circle next to each nominee you wish to withhold,

as shown here: To change the address on

your account please check the box at right and indicate your new address

in the address space above. Please note that changes to the registered

name(s) on the account may not be submitted via this method. FOR

AGAINST ABSTAIN 2. Ratification of the Audit Committee’s

appointment of Armanino LLP to serve as the independent registered

public accounting firm of the Company for the fiscal year

ending December 31, 2023. NOTE: In their discretion, proxies are

authorized to vote upon such other business as may properly come before

the meeting or any postponement or adjournment of the meeting. MARK

“X" HERE IF YOU PLAN TO ATTEND THE MEETING.

Date: Signature of Stockholder Date: Signature of Stockholder

Note: Please sign exactly as your name

or names appear on this Proxy. When shares are held jointly,

each holder should sign. When signing as executor, administrator,

attorney, trustee or guardian, please give full title as such. If

the signer is a corporation, please sign full corporate name by duly

authorized officer, giving full title as such. If signer is a

partnership, please sign in partnership name by authorized person.

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ANNUAL MEETING OF STOCKHOLDERS OF VAXXINITY,

INC. June 20, 2023 PROXY VOTING INSTRUCTIONS INTERNET

- Access “www.voteproxy.com" and follow the on-screen

instructions or scan the QR code with your smartphone. Have

your proxy card available when you access the web page. Vote

online until 11:59 PM EST the day before the meeting. MAIL - Sign,

date and mail your proxy card in the envelope provided as soon

as possible. VIRTUALLY AT THE MEETING

- The company will be hosting the meeting live via the Internet. To

attend the meeting via the Internet, please visit https://web.lumiagm.com/284047551

(password: vaxxinity2023) and be sure to have your control number

available. GO GREEN - e-Consent makes it easy to go paperless. With

e-Consent, you can quickly access your proxy materials,

statements and other eligible documents online, while reducing

costs, clutter and paper waste. Enroll today via www.astfinancial.com

to enjoy online access. COMPANY NUMBER ACCOUNT

NUMBER NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS:

The Notice of Annual Meeting, Proxy Statement and Annual Report

are available at http://www.astproxyportal.com/ast/24848

Please detach along perforated line and mail in the envelope provided

]F you are not voting via the Internet. 20930000000000001000

2 062023 THE BOARD OF DIRECTORS RECOMMENDS A VOTE

"FOR ALL NOMINEES” IN THE ELECTION OF DIRECTORS UNDER

PROPOSAL 1 AND "FOR” PROPOSAL 2. PLEASE SIGN, DATE

AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS

SHOWN HERE 1. Election of Directors: FOR ALL NOMINEES WITHHOLD

AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT

(See instructions belcw) NOMINEES: O Louis Reese O Mei

Mei Hu O Katherine Eade O Landon Ogilvie O James Smith

O Gabrielle (Gaby) Toledano O Peter Diamandis O George

Hornig O Peter Powchik INSTRUCTIONS: To withhold

authority to vote for any individual nominee(s), mark

“FOR ALL EXCEPT” and fill in the circle next to each nominee

you wish to withhold, as shown here: To change the address on yo

ur account please check the box at right and indicate your new address

in the address space above. Please note that changes to the registered

name(s) on the account may not be submitted via this method.

FOR AGAINST ABSTAIN 2. Ratification of the Audit Committee’s

appointment of Armanino LLP to serve as the independent registered

public accounting firm of the Company for the fiscal year

ending December 31, 2023. NOTE: In their discretion, proxies are

authorized to vote upon such other business as may properly come before

the meeting or any postponement or adjournment of the meeting.

MARK “X" HERE IF YOU PLAN TO ATTEND THE MEETING.

Signature of Stockholder Date: Signature of Stockholder Date:

Note: Please sign exactly as your name or names appear on this

Proxy. When shares

are held jointly, each holder should sign. When signing as executor,

administrator, attorney, trustee or guardian, please

give full title as such.

If the signer is a corporation, please sign full corporate name by duly

authorized officer, giving full title as such. If signer

is a partnership, please sign in partnership name by authorized person.

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VAXXINITY, INC. Annual Meeting of Shareholders

June 20, 2023, 10:00 AM (Eastern Time) This proxy is solicited

by the Board of Directors The undersigned hereby appoints Mei

Mei Hu and René Paula Molina, and each of them, as proxies, with full

power of substitution, and hereby authorizes each of them to represent

and vote, as designated below, all shares of the common

stock of Vaxxinity, Inc., a Delaware corporation

(the “Company"), held of record by the undersigned on April 21,

2023 at the Annual Meeting of Shareholders (the “Annual Meeting")

to be held virtually via live webcast at https://web.lumiagm.com/284047551

(password: vaxxinity2022), on Tuesday, June 20, 2023, at 10:00

a.m., Eastern Time, or at any adjournment or postponement

thereof, upon the matters set forth below, all in accordance

with and as more fully described in the accompanying Notice of Annual Meeting

and Proxy Statement, receipt of which is hereby acknowledged.

This proxy card, when properly executed, will be voted in the

manner directed herein. If no such direction is made, this

proxy will be voted in accordance with the Board of Directors’ recommendations,

as indicated on the reverse side, and in the discretion of the

proxies upon such other matters as may properly come before

the Annual Meeting. The undersigned shareholder may revoke this proxy

card at any time before it is voted at the Annual Meeting by executing

and returning a proxy card bearing a later date by mail, by

voting via the Internet, by filing with the Corporate Secretary

of the Company, at the address set forth above, a written notice of

revocation bearing a later date than the proxy card being revoked,

or by voting the common stock covered thereby in person

at the Annual Meeting. 1-1 (Continued and to be signed on

the reverse side) 14475

SEC Form DEF 14A filed by Vaxxinity Inc.