NANTKWEST, INC. 7,410,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementNantKwest, Inc. • June 25th, 2020 • Biological products, (no disgnostic substances) • New York
NantKwest, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 7,410,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,111,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares include 3,710,000 shares of common stock of the Company (the “Affiliate Shares”) to be purchased by the person named in Schedule 2 hereto (the “Affiliate Purchaser”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CONKWEST, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 19th, 2015 • Conkwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _____ __, ___ and is between Conkwest, Inc., a Delaware corporation (the “Company”), and _________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2015 • Conkwest, Inc. • Biological products, (no disgnostic substances) • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 13, 2014, is by and among Conkwest, Inc., a Delaware corporation (the “Company”), and each of the undersigned purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT IMMUNITYBIO, INC.Common Stock Purchase • December 12th, 2022 • ImmunityBio, Inc. • Biological products, (no disgnostic substances)
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 Issue Date and on or prior to 5:00 p.m. (New York City time) on December 12, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunityBio, Inc., a Delaware corporation (the “Company”), up to 9,090,909 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).
AMENDED COMMON STOCK PURCHASE WARRANT IMMUNITYBIO, INC.ImmunityBio, Inc. • November 9th, 2023 • Biological products, (no disgnostic substances)
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 Issue Date and on or prior to 5:00 p.m. (New York City time) on July 24, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunityBio, 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).
LEASE AGREEMENTLease Agreement • July 27th, 2015 • NantKwest, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 19th day of June, 2015, between ARE-JOHN HOPKINS COURT, LLC, a Delaware limited liability company (“Landlord”), and CONKWEST, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among NANTKWEST, INC., NECTARINE MERGER SUB, INC. and IMMUNITYBIO, INC. Dated as of December 21, 2020Agreement and Plan of Merger • December 22nd, 2020 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2020 (this “Agreement”), is entered into by and among ImmunityBio, Inc., a Delaware corporation (the “Company”), NantKwest, Inc., a Delaware corporation (“Parent”), and Nectarine Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [*****] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE THE REGISTRANT ACTUALLY TREATS THAT INFORMATION AS CONFIDENTIAL] REVENUE INTEREST PURCHASE AGREEMENT dated as of December 29, 2023 among...Revenue Interest Purchase Agreement • March 19th, 2024 • ImmunityBio, Inc. • Biological products, (no disgnostic substances) • New York
This REVENUE INTEREST PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of December 29, 2023, by and among ImmunityBio, Inc., a Delaware corporation (the “Company”), the Purchasers from time to time party hereto (each, a “Purchaser” and collectively, the “Purchasers”) and Infinity SA LLC, as collateral agent and administrative agent for the Purchasers (the “Purchaser Agent”).
OPEN MARKET SALE AGREEMENTSMTerms Agreement • May 3rd, 2021 • ImmunityBio, Inc. • Biological products, (no disgnostic substances) • New York
Reference is made to that certain Open Market Sale Agreement, dated as of April 30, 2021 (the “Agreement”) by and between ImmunityBio, Inc., a Delaware corporation (the “Company”), and Jefferies LLC. Capitalized terms used without definition herein shall have the meanings assigned thereto in the Agreement.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 15th, 2015 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 13th day of July 2015, is entered into by NantKwest, Inc., Delaware corporation (the “Company”), and Patrick Soon-Shiong, M.D., an individual resident of California (“Executive”). The Agreement amends and restates the Executive Employment Agreement entered into by and between the Company and Executive on May 22, 2015.
COMMERCIAL LEASE (605-607 Nash Street) (6,883 rsf)Commercial Lease • March 4th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This Commercial Lease (this “Lease”) dated February 11, 2021, but made effective as of January 1, 2021 (the “Effective Date”), is made by and between 605 NASH, LLC, a California limited liability company (“Landlord”) and NANTKWEST, inc., a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 21st, 2023 • ImmunityBio, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2023, by and among ImmunityBio, 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”).
LICENSE AGREEMENT BETWEEN ZELLERX CORPORATION AND HANS G. KLINGEMANNLicense Agreement • July 27th, 2015 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Illinois
This License Agreement (“Agreement”), dated as of February 10, 2003, between Hans G. Klingemann, an individual (“Klingemann”), and ZelleRx Corporation, an Illinois corporation (“ZelleRx”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 21st, 2023 • ImmunityBio, Inc. • Biological products, (no disgnostic substances) • New York
SHARED SERVICES AGREEMENTShared Services Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This SHARED SERVICES AGREEMENT (this “Agreement”), dated as of May 13, 2015, is by and between NantWorks, LLC, a Delaware limited liability company (“NantWorks”), and NantCell, Inc., a Delaware corporation (the “Company”). Each of NantWorks and the Company is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.”
VOTING AGREEMENTVoting Agreement • December 22nd, 2020 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of December 21, 2020, is by and between ImmunityBio, Inc., a Delaware corporation (the “Company”), NantKwest, Inc., a Delaware corporation (“Parent”), and the Persons set forth on Schedule A (the “Parent Significant Stockholders”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • November 9th, 2023 • ImmunityBio, Inc. • Biological products, (no disgnostic substances) • California
This Lease Termination Agreement (this “Agreement”) is made as of August 31, 2023 (the “Effective Date”), by and between IMMUNITYBIO, INC., a Delaware corporation (the “Tenant”), and 23 Alaska, LLC, a California limited liability company (the “Landlord”), with reference to the following facts:
GENOMIC AND PROTEOMIC SERVICES AGREEMENTGenomic and Proteomic Services Agreement • June 19th, 2015 • Conkwest, Inc. • Biological products, (no disgnostic substances) • California
This Genomic and Proteomic Services Agreement (the “Agreement”) is entered into effective as of this 18th day of June, 2015 by and between Conkwest, Inc. (“Customer”) and NantOmics, LLC (“NantOmics”).
JOINT DEVELOPMENT AND LICENSE AGREEMENTJoint Development and License Agreement • July 27th, 2015 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This Joint Development and License Agreement (this “Agreement”) is made and entered into as of the 18th day of December, 2014 (the “Effective Date”), by and between CONKWEST INCORPORATED, a Delaware corporation with offices at 2533 South Coast Highway 101, Suite 210, Cardiff-By-The-Sea, CA 92007-2133 (“CONKWEST”), and SORRENTO THERAPEUTICS, INC., a Delaware corporation with offices at 6042 Cornerstone Ct. W., San Diego, Ca 92121 (“SRNE”). CONKWEST and SRNE are sometimes referred to herein individually as a “Party” and together as the “Parties.”
ContractImmunityBio, Inc. • December 12th, 2022 • Biological products, (no disgnostic substances) • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
COMMON STOCK PURCHASE WARRANT CONKWEST, INC.Common Stock Purchase Warrant • June 19th, 2015 • Conkwest, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Dr. Patrick Soon-Shiong, M.D. (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 Issue Date set forth above (the “Issue Date”) and on or prior to 5:30 P.M. New York City time on March 24, 2019, unless the same is extended pursuant to Section 5(j) at the sole option of the Company (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Conkwest, Inc., a Delaware corporation (the “Company”), up to 9,500,000 shares (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).
LICENSE AGREEMENT BETWEEN ZELLERX CORPORATION AND FOX CHASE CANCER CENTERLicense Agreement • July 27th, 2015 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Illinois
This License Agreement (“Agreement”), dated as of July 10, 2004, between Fox Chase Cancer Center, a not for profit institution (“Fox Chase”), and ZelleRx Corporation, an Illinois corporation (“ZelleRx”).
PURCHASE AGREEMENT BY AND BETWEEN ATHENEX, INC. AND IMMUNITYBIO, INC. DATED JANUARY 7, 2022Purchase Agreement • January 12th, 2022 • ImmunityBio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2022, by and between ATHENEX, INC., a Delaware corporation (“Seller”), and IMMUNITYBIO, INC., a Delaware corporation (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RUSH- ZELLERX LICENSE AGREEMENTConfidential Treatment • July 27th, 2015 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Illinois
This License Agreement (“Agreement”), dated March 24, 2004, between Rush University Medical Center, an Illinois not-for-profit corporation (“RUSH”), and ZelleRx, an Illinois for profit corporation (“LICENSEE”).
COMMERCIAL LEASE (Duley Road - Building 2, First Floor)NantKwest, Inc. • January 19th, 2021 • Biological products, (no disgnostic substances) • California
This Commercial Lease (this “Lease”) made effective as of January 28, 2019 (the “Effective Date”), is made by and between DULEY ROAD, LLC, a California limited liability company (“Landlord”) and NANTCELL, INC., a Delaware corporation (“Tenant”).
ContractImmunityBio, Inc. • November 9th, 2023 • Biological products, (no disgnostic substances) • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • New York
This Exclusive License Agreement (this “Agreement”), dated and effective as of February 16, 2016 (“Effective Date”), is entered into by and between NantBioScience, Inc., a Delaware corporation (“NantBio”), and Etubics Corporation, a Delaware corporation (“Etubics”). NantBio and Etubics are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
COMMON STOCK PURCHASE WARRANT NANTCELL, INC. June 30, 2016Common Stock Purchase Warrant • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, NantWorks, LLC (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 (as defined below), and on or prior to the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NantCell, Inc., a Delaware corporation (the “Company”), up to TWO MILLION (2,000,000) shares (the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (the “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). The “Initial Exercise Date” shall mean the thirtieth (30th) day following the date on which the Corporation confirms, to it reasonable satisfaction that the Holder (or one or more of its
SUPPLY AGREEMENTSupply Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This Supply Agreement (this “Agreement”) is made and entered into as of August 15, 2018 (the “Effective Date”) by and between NantCell, Inc. (“NantCell”) and NantBio, Inc. (formerly named NantBioScience, Inc.) (together with its subsidiaries, including for the avoidance of doubt, NantCancerStemCell, LLC, “Buyer”). NantCell and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
May 3, 2018 Mr. Barry J. SimonNantKwest, Inc. • August 6th, 2018 • Biological products, (no disgnostic substances)
AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENTShared Services Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This Amendment No. 1 to Shared Services Agreement (this “Amendment”) is made as of January 1, 2016, by and between NantWorks, LLC (“NantWorks”) and NantCell, Inc. (“NantCell”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NANTCELL, INC., BIO MERGER SUB, INC., LIQUID GENOMICS, INC. AND THE STOCKHOLDER REPRESENTATIVE DATED AS OF MARCH 31, 2017Agreement and Plan of Merger • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of March 31, 2017, by and among NANTCELL, INC., a Delaware corporation (“Parent”), BIO MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), LIQUID GENOMICS, INC., a Delaware corporation (the “Company”), and Amy Wang, solely in her capacity as Stockholder Representative.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This AGREEMENT AND PLAN OF MERGER (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of May 15, 2018, by and among NANTCELL, INC., a Delaware corporation (“Parent”), RECEPTOME ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (or other wholly-owned subsidiary of Parent formed to effect the Merger, “Merger Sub”), RECEPTOME, INC., a Delaware corporation (the “Company”), and RICHARD S. KORNBLUTH, MD, PhD (the “Selling Stockholder”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 19th, 2021 • NantKwest, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of April, 2018 by and between NantCell, Inc., a Delaware corporation (the “Company”), and NantBio, Inc. (formerly named NantBioScience, Inc.), a Delaware corporation (the “Purchaser”). Certain capitalized terms used in this Agreement without definition shall be construed to have the meanings set forth or referenced in Section 1.3.
COLLABORATION AGREEMENTCollaboration Agreement • November 9th, 2020 • NantKwest, Inc. • Biological products, (no disgnostic substances) • California
This COLLABORATION AGREEMENT (this “Agreement”) is entered into as of August 21, 2020 (“Effective Date”) by and between ImmunityBio, Inc., a Delaware corporation, having a principal place of business at 9920 Jefferson Blvd., Culver City, California 90232 (“ImmunityBio”) and NantKwest, Inc., a Delaware corporation, having a principal place of business at 2040 E. Mariposa Ave. El Segundo, CA 90245 (“NantKwest”). ImmunityBio and NantKwest are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties.”
