SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2016 • CytoDyn Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2016, between CytoDyn Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 99.1 CYTODYN, INC. PROMISSORY NOTE CYTODYN, INC., a Colorado corporation (the "Company"), for value received, hereby promises to pay to the order of ____________ (the "Holder") or the Holder's registered assigns, the sum of ___________________...Promissory Note • March 11th, 2005 • Cytodyn Inc • Non-operating establishments • Colorado
ACQUISITION OF ADVANCED GENETIC TECHNOLOGIES, INC. by CYTODYN, INC. AGREEMENT AND PLAN OF ACQUISITIONAcquisition Agreement • February 5th, 2007 • Cytodyn Inc • Pharmaceutical preparations • Delaware
RECITALSSettlement Agreement • March 12th, 2010 • Cytodyn Inc • Pharmaceutical preparations • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2018 • CytoDyn Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2018 between CYTODYN INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the "Agreement") is entered into this 31st day of May , 2004 (the "Effective Date") by and between CytoDyn, Inc., a Colorado corporation (the "Company") with its principal place of business...Change of Control Agreement • September 14th, 2004 • Cytodyn Inc • Non-operating establishments • New Mexico
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 14th, 2013 • Cytodyn Inc • Pharmaceutical preparations • Colorado
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [ ] day of [ ], 20[ ], by and between CytoDyn Inc., a Colorado corporation (the “Company”), and [insert name] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT CYTODYN INC.Common Stock Purchase Warrant • September 12th, 2016 • CytoDyn Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September , 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytoDyn Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT CYTODYN INC.Common Stock Purchase Warrant • December 27th, 2019 • CytoDyn Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ] (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytoDyn Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Amendment Number 1 To Patent License AgreementPatent License Agreement • March 21st, 2005 • Cytodyn Inc • Non-operating establishments
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 29th, 2021 • CytoDyn Inc. • Pharmaceutical preparations • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 23, 2021, is entered into by and between CYTODYN INC., a Delaware corporation (“Company”), and UPTOWN CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
SECURITY AGREEMENTSecurity Agreement • April 29th, 2021 • CytoDyn Inc. • Pharmaceutical preparations • Utah
THIS SECURITY AGREEMENT (this “Agreement”), dated as of April 23, 2021, is executed by CytoDyn Inc., a Delaware corporation (“Debtor”), in favor of Uptown Capital, LLC, a Utah limited liability company (“Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2020 • CytoDyn Inc. • Pharmaceutical preparations • Washington
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 13, 2019 (the “Effective Date”), is by and between CYTODYN INC., a Delaware corporation (the “Company”) and Craig Eastwood (the “Employee”).
Exhibit 10.5.2 BUY-SELL AGREEMENT BETWEEN CYTODYN, INC. ---------------------------------------- AND SYMBION RESEARCH INTERNATIONAL, INC. ---------------------------------------- 1.1 This Agreement is effective as of January 5, 2005 and is entered...Buy-Sell Agreement • January 12th, 2005 • Cytodyn Inc • Non-operating establishments • California
AGREEMENT ---------Personal Services Agreement • September 14th, 2004 • Cytodyn Inc • Non-operating establishments • New Mexico
THE GENERAL HOSPITAL CORPORATION CLINICAL TRIAL AGREEMENT (Investigator- Initiated) This Clinical Trial Agreement ("Agreement") is made as of the 28 day of September, 2009 ("Effective Date") between CytoDyn, Inc., a publicly traded corporation...Clinical Trial Agreement • September 29th, 2009 • Cytodyn Inc • Pharmaceutical preparations • Massachusetts
SUBSCRIPTION AGREEMENTSubscription Agreement • November 7th, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • October 22nd, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2018 • CytoDyn Inc. • Pharmaceutical preparations • Washington
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 22 2018 (the “Effective Date”), is by and between CYTODYN INC., a Delaware corporation (the “Company”) and Nitya G. Ray (the “Employee”).
PLACEMENT AGENT AGREEMENT August 12th, 2019Placement Agent Agreement • August 29th, 2019 • CytoDyn Inc. • Pharmaceutical preparations
This Placement Agent Agreement (“Agreement”) is made by and between CytoDyn Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its non-exclusive placement agent in arranging an offering of its equity securities (the “Securities”) which will be subject to a registration statement (the “Registration Statement”) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the “SEC”) , on terms to be determined by the parites hereto (the “Offering”). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.
R E C I T A L S ---------------Non-Exclusive License Agreement • July 21st, 2006 • Cytodyn Inc • Pharmaceutical preparations • Massachusetts
CYTODYN, INC. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT FOR EMPLOYEES I recognize that CytoDyn, Inc. a Colorado corporation, (hereinafter collectively called the "Company"), is engaged in a continuous program of research and development of...Proprietary Information and Inventions Agreement • September 14th, 2004 • Cytodyn Inc • Non-operating establishments
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2016 • CytoDyn Inc. • Pharmaceutical preparations • New York
EXHIBIT 10.5 MASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS MASTER AGREEMENT ("the Agreement"), which sets forth the terms and conditions of services to be provided by Symbion Research International, Inc., a California corporation with its principal...Master Agreement for Professional Services • October 21st, 2004 • Cytodyn Inc • Non-operating establishments
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2023 • CytoDyn Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective August 15, 2023 (the “Effective Date”), by and between CYTODYN INC., a Delaware corporation (the “Company”) and TYLER BLOK (the “Executive”).
R E C I T A L S ---------------Sponsored Research Agreement • July 21st, 2006 • Cytodyn Inc • Pharmaceutical preparations • Massachusetts
Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. MASTER SERVICES AGREEMENT between SAMSUNG BIOLOGICS CO., LTD. and CYTODYN INC.Master Services Agreement • August 14th, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York
This Master Services Agreement (this “MSA”) is made and entered into as of the date of last signature below (the “Effective Date”) by and between CytoDyn Inc., a Delaware corporation having its principal place of business at 1111 Main Street, Suite 660, Vancouver, WA 98660 (“Client”), and Samsung BioLogics Co., Ltd., a company with offices at 300, Songdo bio-daero, Yeonsu-gu, Incheon, 21987, Republic of Korea (“SBL”). Client and SBL are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
STOCK OPTION AWARD AGREEMENT CYTODYN INC. STOCK OPTION AWARD AGREEMENT (FOR EMPLOYEES)Stock Option Award Agreement • June 19th, 2020 • CytoDyn Inc. • Pharmaceutical preparations • Delaware
This STOCK OPTION AWARD AGREEMENT (this “Option Agreement”) is made effective as of by and between CytoDyn Inc., a Delaware corporation (the “Corporation”), and (the “Participant”).
J.P. TURNER & COMPANY, L.L.C. INVESTMENT BANKING DIVISION December 28, 2005 Mr. Allen D. Allen President CytoDyn, Inc. 227 E. Palace Ave, Suite M Santa Fe, NM 87501 Re: Financial Representative Agreement with J.P. Turner & Company, LLC Dear Mr. Allen,...Financial Representative Agreement • January 4th, 2006 • Cytodyn Inc • Pharmaceutical preparations
SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York
cause to be delivered to the Investor one Common Stock Purchase Warrant, in substantially the form attached hereto as Appendix II, evidencing Warrants to purchase the number of Warrant Shares set forth on the Signature Page and (c) the aggregate purchase price for the Shares and Warrants being purchased by the Investor will be delivered by or on behalf of the Investor to the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2020 • CytoDyn Inc. • Pharmaceutical preparations • Washington
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of June 15, 2020 (the “Effective Date”), is by and between CYTODYN INC., a Delaware corporation (the “Company”) and Nitya G. Ray (the “Executive”).
THIS STOCK OPTION AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS STOCK OPTION NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE...Stock Option Agreement • August 29th, 2013 • Cytodyn Inc • Pharmaceutical preparations • Oregon
This STOCK OPTION AWARD AGREEMENT (this “Option Agreement”) is made , 201 , by and between CytoDyn Inc., a Colorado corporation (the “Company”), and (the “Grantee”).
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2019 • CytoDyn Inc. • Pharmaceutical preparations • Washington
WHEREAS, Company and Consultant desire to enter into this Agreement to provide the terms and conditions upon which Company may engage Consultant from time to time to provide services for individual projects.
SECOND AMENDMENT TO SURETY BOND BACKSTOP AGREEMENTSurety Bond Backstop Agreement • December 7th, 2022 • CytoDyn Inc. • Pharmaceutical preparations • Washington
This SECOND AMENDMENT TO SURETY BOND BACKSTOP AGREEMENT (this “Amendment”) is entered into as of December 1, 2022 (the “Effective Date”), to the Surety Bond Backstop Agreement effective February 14, 2022, and as previously amended on July 18, 2022 (the “Agreement”), and is by and among CytoDyn Inc., a Delaware corporation (“CytoDyn”), David Fairbank Welch, both individually and in his capacity as trustee of the David F. and Heidi A. Welch Revocable Trust, Heidi A. Welch, both individually and in her capacity as trustee of the David F. and Heidi A. Welch Revocable Trust, LRFA, LLC, a Delaware limited liability company (“LRFA” and, together with David F. Welch, Heidi A. Welch, each an “Indemnitor” and collectively the “Indemnitors”), and 4-Good Ventures LLC (“4-Good”), a Delaware limited liability company (“4-Good”). CytoDyn, Indemnitors and 4-Good are collectively referred to herein as the “Parties” or each, individually, as a “Party”.
CYTODYN INC. SUBSCRIPTION AND INVESTOR RIGHTS AGREEMENT FOR CONVERTIBLE PROMISSORY NOTES AND WARRANTSSubscription and Investor Rights Agreement • February 11th, 2015 • Cytodyn Inc • Pharmaceutical preparations • Florida
