COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC.Common Stock Purchase Warrant • May 16th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
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 May 16, 2024 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scorpius Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLCUnderwriting Agreement • August 19th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
The undersigned, Scorpius Holdings, Inc., a corporation formed under the laws of the Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Sales AgreementSales Agreement • December 8th, 2023 • NightHawk Biosciences, Inc. • Pharmaceutical preparations • New York
NightHawk Biosciences, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCORPIUS HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • August 19th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 date hereof (the “Initial Issuance Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scorpius Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Heat Biologics, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of May 2, 2018Warrant Agency Agreement • May 7th, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of May 2, 2018 (“Agreement”), between Heat Biologics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New corporation (the “Warrant Agent”).
UNDERWRITING AGREEMENT between SCORPIUS HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SCORPIUS HOLDINGS, INC.Underwriting Agreement • March 11th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
The undersigned, Scorpius Holdings, Inc., a corporation formed under the laws of the Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
HEAT BIOLOGICS, INC. Shares of Common Stock (par value $0.0002 per share) Amended and Restated At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 24th, 2020 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
HEAT BIOLOGICS, INC. [●] Shares of Common Stock and Warrants to Purchase Up to [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2016 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Heat Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] shares (the “Shares”) of common stock, par value $0.0002 per share (the “Common Stock”), of the Company and warrants (the “Warrants”) to purchase up to [●] shares of Common Stock (the “Warrant Shares”) at an exercise price of $[●] per share. Each Share is being sold together with [●] of a Warrant to purchase one Warrant shares. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”.
COMMON STOCK PURCHASE WARRANT HEAT BIOLOGICS, INC.Common Stock Purchase Warrant • January 21st, 2020 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. New York time on March 22, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heat Biologics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0002 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 30th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • October 17th, 2017 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Heat Biologics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0002 per share (the “Common Stock”), subscription rights to purchase up to 12,000,000 shares of its Common Stock (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-220470) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 15, 2017, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”) at a subscription price to be determined by mutual agreement of the Company and the Dealer-Manager prior to the completion of the Rights Offering (the “Subscription Price”).
HEAT BIOLOGICS, INC. [●] Shares of Common Stock and Warrants to Purchase Up to [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2016 • Heat Biologics, Inc. • Pharmaceutical preparations • New York
Heat Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC and Aegis Capital Corporation are acting as the representatives (the “Representatives”), an aggregate of [●] shares (the “Shares”) of common stock, par value $0.0002 per share (the “Common Stock”), of the Company and warrants (the “Warrants”) to purchase up to [●] shares of Common Stock (the “Warrant Shares”) at an exercise price of $[●] per share. Each Share is being sold together with 0.50 of a Warrant to purchase one Warrant Share. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”.
LEASE KEYSTONE TECHNOLOGY PARK DURHAM KEYSTONE TECH 7, LLC, a Delaware limited liability company as Landlord, and HEAT BIOLOGICS, INC., a Delaware corporation, as Tenant.Lease Agreement • June 23rd, 2021 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between DURHAM KEYSTONE TECH 7, LLC, a Delaware limited liability company (“Landlord”), and HEAT BIOLOGICS, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
This License Agreement (the “Agreement”) is entered into and made effective the 18 day of Feb, 2011 (the “Effective Date”) between UNIVERSITY OF MIAMI and its School of Medicine, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33136 (hereinafter referred to as “LICENSOR”) AND HEAT BIOLOGICS I, Inc., A Delaware corporation whose principal place of business if at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as :LICENSEE”).
LEASE AGREEMENTLease Agreement • March 27th, 2015 • Heat Biologics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this _____ day of January, 2014, between ARE-100/800/801 CAPITOLA, LLC, a Delaware limited liability company (“Landlord”), and HEAT BIOLOGICS, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2021 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) between Heat Biologics, Inc., a Delaware corporation, (the “Company”), and Jeffrey Wolf (the “Executive”) is effective as of January 4, 2021 (the “Effective Date”).
HEAT BIOLOGICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2016 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of August __, 2016, by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and [________________] (“Indemnitee”).
HEAT BIOLOGICS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of March 11, 2018Rights Agreement • March 12th, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
Rights Agreement, dated as of March 11, 2018 (“Agreement”), between Heat Biologics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
FORM OF HEAT BIOLOGICS, INC. INCENTIVE STOCK OPTION AGREEMENT Granted under 2018 Stock Incentive PlanIncentive Stock Option Agreement • January 3rd, 2022 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
Form of Lock-Up AgreementLock-Up Agreement • May 30th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Heat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”).
ContractWarrant Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
FORM OF HEAT BIOLOGICS, INC. NON-STATUTORY STOCK OPTION AGREEMENT Granted Under 2017 Stock Incentive PlanNon-Statutory Stock Option Agreement • March 2nd, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
FORM OF HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 4th, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of __________________ (the “Grant Date”), by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and __________________ (the “Participant”).
HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 6th, 2021 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of (the “Grant Date”), by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”).
Non-Exclusive Evaluation and Biological Material LicenseNon-Exclusive Evaluation and Biological Material License Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Virginia
THIS NON-EXCLUSIVE EVALUATION AND BIOLOGICAL MATERIAL LICENSE AGREEMENT (the “Agreement”), effective as of the date of the last signature to the Agreement (“Effective Date”), is by and between the American Type Culture Collection, a District of Columbia not-for-profit corporation, having it offices at 10801 University Boulevard, Manassas, Virginia 20110-2209, USA (hereafter referred to as “ATCC”) and Heat Biologics, Inc., a for-profit corporation, having offices at 119 Washington Avenue, Suite 401, Miami Beach, FL 33139, USA (hereafter referred to as “Licensee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2017 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
This Employment Agreement (this “Agreement”), effective as of January 1, 2017 (the “Effective Date”), is by and between Heat Biologics, Inc., a corporation organized under the laws of the State of Delaware with offices located at 801 Capitola Drive, Durham, North Carolina 27514 (the “Corporation”), and Jeff T. Hutchins, Ph.D., an individual residing at 15823 S. 4210 Road, Claremore, Oklahoma 74017 (the “Executive”).
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the date set forth on the signature page hereof between HEAT BIOLOGICS I, INC., a Delaware corporation (the "Company"), and the University of Miami, a Florida non-profit corporation, (the "Subscriber").
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 2nd, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (the “Note”) is issued by Scorpius Holdings, Inc. (formerly known as NightHawk Biosciences, Inc.), a Delaware corporation (the “Company”). This Note amends and restates the Convertible Promissory Note, dated January 26, 2024, issued by the Company to Holder (as defined below).
LEASE KEYSTONE TECHNOLOGY PARK DURHAM KTP TECH 7, LLC, a Delaware limited liability company as Landlord, and HEAT BIOLOGICS, INC., a Delaware corporation, as Tenant.Lease • April 18th, 2019 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between DURHAM KTP TECH 7, LLC, a Delaware limited liability company (“Landlord”), and HEAT BIOLOGICS, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • August 11th, 2021 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
This License Agreement (the "Agreement") is entered into and made effective the 18 day of Feb, 2011 (the "Effective Date") between UNIVERSITY OF MIAMI and its School of Medicine, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33136 (hereinafter referred to as "LICENSOR") and HEAT BIOLOGICS 1, INC., a Delaware corporation, whose principal place of business is at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as "LICENSEE").
1st LEASE MODIFICATION AGREEMENTLease Modification Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
This 1st Lease Modification Agreement made and entered into as of December 19, 2012, by and between EUROPA CENTER, LLC, herein represented by its duly authorized agent, AVISON YOUNG (formerly Thomas Linderman Graham Inc.), 100 Europa Dr., Suite 190, Chapel Hill, NC 27517, hereinafter, “Landlord” and Heat Biologics, Inc. hereinafter, “Tenant”.
FORM OF INVESTOR AGREEMENTInvestor Agreement • January 21st, 2020 • Heat Biologics, Inc. • Pharmaceutical preparations
This agreement (the “Investor Agreement”) is being delivered to you in connection with an understanding by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
ContractStock Warrant • May 30th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
BIOLOGICAL MATERIALS LICENSE AGREEMENTBiological Materials License Agreement • February 12th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Quebec
BY AND BETWEEN: VAL-CHUM, LIMITED PARTNERSHIP, a limited partnership duly constituted under the laws of the Province of Quebec, having its principal place of business at 3535, Queen-Mary road, Suite 220, Montreal, Quebec, Canada, H3V 1H8, acting through its general partner Gestion Univalor, Limited Partnership, a limited partnership duly constituted under the laws of the Province of Quebec, Canada, having its principal place of business at the same address, itself acting through its general partner Univalor Inc., a corporation duly constituted and having its head office at the same address herein represented by Philippe Calais, its President and General Manager, duly authorized for the purpose hereof as he so declares; (hereinafter referred to as: “Licensor”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December [__], 2024, is by and among Scorpius Holdings, Inc., a Delaware corporation, with offices located at 627 Davis Drive, Suite 300, Morrisville, North Carolina 27560 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
