0001553350-13-000015 Sample Contracts

LICENSE AGREEMENT
License Agreement • February 12th, 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 is at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as “LICENSEE”).

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Contract
Warrant Agreement • February 12th, 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.

Non-Exclusive Evaluation and Biological Material License
Non-Exclusive Evaluation and Biological Material License Agreement • February 12th, 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”).

COMMON STOCK SUBSCRIPTION AGREEMENT
Common Stock Subscription Agreement • February 12th, 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 T, INC., a Delaware corporation (the "Company"), and the University of Miami, a Florida non-profit corporation, (the "Subscriber").

1st LEASE MODIFICATION AGREEMENT
Lease Modification Agreement • February 12th, 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”.

Contract
Stock Warrant • February 12th, 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 AGREEMENT
Biological 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”)

EXCLUSIVE LICENSE AGREEMENT University of Michigan File 3680
Exclusive License Agreement • February 12th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Michigan

This Agreement is effective as of July 22, 2011 (the "Effective Date"), between Heal Biologics, Inc. ("LICENSEE") having the address in Article II below, and the Regents of the University of Michigan, a constitutional corporation of the stale of Michigan ("MICHIGAN"). LICENSEE and MICHIGAN agree as follows:

AMENDMENT TO LICENSE AGREEMENT (UM97-14)
License Agreement • February 12th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations

Amendment to the License Agreement (the "Amendment") dated the 11th day of July, 2008 (the "Effective Date"), by and between the University of Miami and its School of Medicine ("LICENSOR"), and HEAT BIOLOGICS, INC., a Delaware corporation ("LICENSEE"), under the direction of Dr. Eckhard Podack, to wit: LICENSE AGREEMENT relating to the technology and product identified as the Podack Cancer Vaccine (VM97-14) , and hereinafter referred to as "License Agreement".

TERMINATION AGREEMENT (UMSS97-14)
Termination Agreement • February 12th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations

AGREEMENT (the “AGREEMENT”) made and entered into this 26 day of June, 2009 (the “Effective Date”), by and between the University of Miami and its School of Medicine (“UNIVERSITY”) and HEAT BIOLOGICS, INC., a Delaware corporation (“HEAT BIOLOGICS”).

SECOND AMENDMENT TO LICENSE AGREEMENT (UMSS-114)
License Agreement • February 12th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations

Second Amendment to the License Agreement ("Amendment 2") dated the 11th day of July, 2008 (the "Effective Date"), together with that certain Amendment thereto dated April 29, 2009 ("Amendment 1 "), by and between the University of Miami and its School of Medicine ("LICENSOR"), and HEAT BIOLOGICS I, INC., a Delaware corporation ("LICENSEE"), under the direction of Dr. Eckhard Podack, to wit: LICENSE AGREEMENT relating to the technology and product identified as the Podack Cancer Vaccine (UMSS-114) , and hereinafter referred to as "License Agreement".

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