HCW Biologics Inc. Sample Contracts

UNDERWRITING AGREEMENT between HCW BIOLOGICS INC. and EF HUTTON DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS
Underwriting Agreement • July 9th, 2021 • HCW Biologics Inc. • Pharmaceutical preparations • New York

The undersigned, HCW Biologics Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, 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:

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HCW BIOLOGICS INC. [FORM OF] INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 15th, 2021 • HCW Biologics Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (this “Agreement”) is made as of [Date], by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).

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HCW Biologics Inc. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales Agreement
Capital on Demand Sales Agreement • August 19th, 2022 • HCW Biologics Inc. • Pharmaceutical preparations • New York

HCW Biologics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:

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HCW Biologics Inc. Miramar, Florida 33025
Employment Agreement • July 7th, 2021 • HCW Biologics Inc. • Pharmaceutical preparations • Florida

It gives me great pleasure to offer you (the “Employee”) continued employment with HCW Biologics Inc. (the “Company”) in the position of Chief Scientific Officer and Vice President of Clinical Operations. As of the Effective Date (as defined below), this letter agreement (this “Agreement”) sets forth the terms and conditions that shall govern the period of Employee’s employment with the Company (referred to hereinafter as “employment” or the “Employment Period”). Each of the Employee and the Company shall be referred to as a “Party” and collectively, the “Parties”.

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AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • August 14th, 2024 • HCW Biologics Inc. • Pharmaceutical preparations • New York

This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July 2, 2024 (as the same may be amended, supplemented and/or otherwise modified from time to time, this “Agreement”), is entered into by and between HCW BIOLOGICS INC., a Delaware Corporation (“Grantor”), Mercedes M. Sellek, P.A., a Florida corporation (together with its assigns, the “Escrow Agent”), and the other Noteholders (as defined below). The Grantor, the Escrow Agent, and the Noteholders may be referred to individually as a “Party” and collectively the “Parties.”

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MASTER SERVICES AGREEMENT
Master Services Agreement • July 7th, 2021 • HCW Biologics Inc. • Pharmaceutical preparations • New York

This Master Services Agreement (the “Agreement”) is made effective as of 2019/03/14 (“Effective Date”), by and between EirGenix, Inc. (“EirGenix”), a corporation with its principal place of business at 101, Lane 169, Kangning St., Xizhi Dist., New Taipei City, 221, Taiwan, R.O.C. and HCW Biologics Inc., (“COMPANY”) with its principal place of business at 2929 N Commerce Parkway, Miramar, FL 33025.

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HCW Biologics Inc. Miramar, Florida 33025
Employment Agreement • May 26th, 2021 • HCW Biologics Inc. • Pharmaceutical preparations • Florida

It gives me great pleasure to offer you the position of Chief Financial Officer. I hope that you find working at HCW Biologics Inc. (the “Company”) a richly rewarding experience. This letter agreement (this “Agreement”) sets forth the terms and conditions of employment between you (“Employee”) and the Company (each, a “Party” and collectively, the “Parties”).

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HCW BIOLOGICS INC. SENIOR SECURED NOTE PURCHASE AGREEMENT
Senior Secured Note Purchase Agreement • May 15th, 2024 • HCW Biologics Inc. • Pharmaceutical preparations • New York

This Senior Secured Note Purchase Agreement (this “Agreement”) is made as of March 28, 2024 (the “Closing Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

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Post Office Box 880 Winter Park, Florida 32790-0880 MORTGAGE AND SECURITY AGREEMENT
Mortgage and Security Agreement • November 7th, 2022 • HCW Biologics Inc. • Pharmaceutical preparations • Florida

THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage"), made as of the 15th day of August, 2022, between HCW BIOLOGICS INC., a Delaware corporation, whose mailing address is 2929 North Commerce Parkway, Miramar, Florida 33025 (the "Borrower"), and COGENT BANK, a State Chartered Bank, whose mailing address is 420 South Orange Avenue, Suite 150, Orlando, Florida 32801 (the "Lender");

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LOAN AGREEMENT
Loan Agreement • November 7th, 2022 • HCW Biologics Inc. • Pharmaceutical preparations • Florida

THIS LOAN AGREEMENT ("Agreement") dated the 15th day of August, 2022 (the "Closing Date"), by and between HCW BIOLOGICS INC., a Delaware corporation, whose mailing address is 2929 North Commerce Parkway, Miramar, Florida 33025 (the "Borrower") and COGENT BANK, a State Chartered Bank, whose address is 420 South Orange Avenue, Suite 150, Orlando, Florida 32801 (the "Lender").

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FORM OF ESCROW AGREEMENT
Escrow Agreement • April 1st, 2024 • HCW Biologics Inc. • Pharmaceutical preparations • Florida

THIS ESCROW AGREEMENT dated as of March 28, 2024 (as the same may be amended, supplemented and/or otherwise modified from time to time ( the “Escrow Agreement”), is made and entered into by and among the Noteholders listed on “Exhibit A” attached to this Escrow Agreement as secured parties (collectively the “Noteholders”),HCW BIOLOGICS INC., a Delaware Corporation (the “HCW”), (Noteholders and HCW are sometimes collectively referred to herein as the “Parties”), and Mercedes M. Sellek, P.A., a Florida corporation,as escrow agent (the “Escrow Agent”).

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HCW BIOLOGICS INC. AmendED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT
Senior Secured Note Purchase Agreement • August 14th, 2024 • HCW Biologics Inc. • Pharmaceutical preparations • New York

This Amended and Restated Senior Secured Note Purchase Agreement (this “Agreement”) is made as of July 2, 2024 (the “Closing Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 12th, 2022 • HCW Biologics Inc. • Pharmaceutical preparations • Florida

This PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of May 27 2022, is entered into between WAI 3300 CORPORATE WAY, LLC, a Florida limited liability company ("Seller"), and HCW BIOLOGICS INC., a Delaware corporation and/or assigns ("Buyer").

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HCW BIOLOGICS INC. FIRST AMENDMENT TO AmendED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT
Senior Secured Note Purchase Agreement • November 14th, 2024 • HCW Biologics Inc. • Pharmaceutical preparations

This First Amendment to Amended and Restated Senior Secured Note Purchase Agreement(this “Amendment”) is made as of September 30, 2024 (the “Effective Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached thereto (each a “Purchaser” and together the “Purchasers”).

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. FORM OF COMMON STOCK SUBSCRIPTION AGREEMENT
Common Stock Subscription Agreement • February 22nd, 2024 • HCW 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 HCW BIOLOGICS INC., a Delaware corporation (the "Company"), and the [Name of Investor of Investment Entity], (the "Subscriber").

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FORM OF SENIOR SECURED NOTE PURCHASE AGREEMENT
Senior Secured Note Purchase Agreement • April 1st, 2024 • HCW Biologics Inc. • Pharmaceutical preparations • New York

This Senior Secured Note Purchase Agreement (this “Agreement”) is made as of March 28, 2024 (the “Closing Date”) by and between HCW Biologics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit B attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

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SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • November 14th, 2024 • HCW Biologics Inc. • Pharmaceutical preparations • Delaware

This Settlement Agreement and Release dated July 13, 2024 (“Settlement” or “Agreement”) is made and entered into by and among the following parties and by and through their respective counsel: (i) Altor BioScience, LLC (“Altor”), (ii) NantCell, Inc. (“NantCell” and, together with Altor, “Claimants”), (iii) HCW Biologics, Inc. (“HCW”), and (iv) Dr. Hing C. Wong (“Dr. Wong” and, together with HCW, “Respondents,” and Respondents, together with Claimants, the “Settling Parties”). The parties to this Agreement are referred to herein collectively as the “Parties” and each a “Party.” The Settlement is intended by the Settling Parties to fully, finally, and forever resolve, discharge, and settle the Settled Claims subject to the terms and conditions hereof.

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • May 26th, 2021 • HCW Biologics Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 30, 2020, by and among HCW BIOLOGICS INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively referred to as “Investors”.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. FORM OF COMMON STOCK SUBSCRIPTION AGREEMENT
Common Stock Subscription Agreement • May 15th, 2024 • HCW 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 HCW BIOLOGICS INC., a Delaware corporation (the "Company"), and the [Name of Investor of Investment Entity], (the "Subscriber").

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 14th, 2024 • HCW Biologics Inc. • Pharmaceutical preparations • Florida

THIS AMENDED AND RESTATED ESCROW AGREEMENT dated as of July 2, 2024 (as the same may be amended, supplemented and/or otherwise modified from time to time, the “Escrow Agreement”), is made and entered into by and among the Noteholders listed on “Exhibit A” attached to this Escrow Agreement as secured parties as such Exhibit may be amended from time to time (collectively the “Noteholders”), HCW BIOLOGICS INC., a Delaware Corporation (the “HCW”), (Noteholders and HCW are sometimes collectively referred to herein as the “Parties”), and Mercedes M. Sellek, P.A., a Florida corporation, as escrow agent (the “Escrow Agent”).

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 26th, 2021 • HCW Biologics Inc. • Pharmaceutical preparations • Delaware

This EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into as of December 24, 2020 (the “Effective Date”) by and between WUGEN, INC., a Delaware corporation, with its principal place of business at 4340 Duncan Avenue, Suite 302, St. Louis, MO 63110 (“Wugen”), and HCW BIOLOGICS INC., a Delaware corporation, with its principal place of business at 2929 North Commerce Parkway, Miramar, Florida 33025 (“HCW”). Wugen and HCW are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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