0001553350-18-000453 Sample Contracts

UNDERWRITING AGREEMENT between HEAT BIOLOGICS, INC. and as Representative of the Several Underwriters
Underwriting Agreement • May 2nd, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • New York

The undersigned, Heat Biologics, Inc., a corporation formed under the laws of the State of 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 Heat Biologics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (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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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • May 2nd, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • New York

THIS WARRANT AGENT AGREEMENT (this “Agreement”), dated as of May __, 2018 (the “Issuance Date”), is entered into by and between Heat Biologics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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