HCW BIOLOGICS INC. FIRST AMENDMENT TO AmendED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT

Exhibit 10.5

HCW BIOLOGICS INC.

FIRST AMENDMENT TO AmendED AND RESTATED

SENIOR SECURED NOTE PURCHASE AGREEMENT

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”).

RECITALS

The Company and certain Purchasers entered into that certain Senior Secured Note Purchase Agreement dated as of March 28, 2024 (the “Original Agreement”), and that certain Amended and Restated Senior Secured Note Purchase Agreement dated as of July 2, 2024 (the “Agreement”).

The Company and the Purchasers desire to amend the Agreement to extend the period during which Closings thereunder may take place. Capitalized terms not otherwise defined herein have the meaning given them in the Note.

Therefore, the parties hereby agree as follows:

1.Section 1(b)(i) of the Agreement is hereby amended to delete and replace the last sentence thereof with the following: “In no event shall any such Closing take place later than October 31, 2024.”

2.In all other respects the Agreement shall remain in full force and effect.

3.This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution by via Docusign, Box Sign or similar system or execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

The parties have executed this First Amendment to Amended and Restated Senior Secured Note Purchase Agreement as of the date first written above.

the company:

HCW BIOLOGICS INC.

By: /s/ XXXX X. XXXX_____________

Name: Xxxx X. Xxxx

Title: Chief Executive Officer

The Purchasers:

XXXX X. XXXX

By: /s/ Xxxx X. Xxxx_______________

Name: Xxxx X. Xxxx

XXXXX XXXXXX & XXXX XXXXXX

By: /s/ Xxxxx Xxxxxx and Xxxx Xxxxxx__

Name: Xxxxx Xxxxxx & Xxxx Xxxxxx

Xxxxxxx xxxx & xxxxxx xxxx

By: Xxxxxxx Xxxx & Xxxxxx Xxxx____

Name: Xxxxxxx Xxxx & Xxxxxx Xxxx

Ho xxxxxX xxxx

By: /s/ Ho Xxxxxx Xxxx______________

Name: Xx Xxxxxx Xxxx

xxx xxxx ‘XXXXX’ xxxxx

By: /s/ Hoi Sang Yeung______________

Name: Hoi Sang ‘Xxxxx’ Xxxxx

x. xxxx xxxxxxxx trustee revocable trust of xxxxxx xxxx xxxxxxxxx

By:

Name: X. Xxxx Xxxxxxxx

Title: Trustee

Xxxxxxxx x. xxxx

By: /s/ Xxxxxxxx X. Patz________________

Name: Xxxxxxxx X. Xxxx

Xxxxxxx xxxx

By: /s/ Xxxxxxx Xxxx_________________

Name: Xxxxxxx Xxxx

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Xxxx xxxxx

By: /s/ Xxxx Xxxxx____________________

Name: Xxxx Xxxxx

Xxxxx Xxxxxxx

By: /s/ Xxxxx X. Garrett_________________

Name: Xxxxx Xxxxxxx

X’XXXXx aaf llc

By: /s/ Xxxxxx X’Xxxxx Xx.______________

Name: Xxxxxx X. X’xxxxx Xx.

Title: Manager

XXX XXXXXXX

By: /s/ Xxx X. Flowers_________________

Name: Xxx Xxxxxxx

XXXX XXXXXX

By: /s/ Xxxx Xxxxxx___________________

Name: Xxxx Xxxxxx

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