Convertible PROMISSORY NOTENightHawk Biosciences, Inc. • December 12th, 2023 • Pharmaceutical preparations • Delaware
FOR VALUE RECEIVED, the Company promises to pay to Elusys Holdings Inc. or its registered assigns (the “Holder”), the principal amount of Two Million, Two Hundred Fifty Thousand Dollars ($2,250,000) (“Principal Amount”) together with simple interest on the outstanding Principal Amount at a rate of 1% per annum until paid in full or converted. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. Unless earlier converted into Common Stock as provided in this Note, all payments of interest and principal under the Note shall be in lawful money of the United States of America. This Note is subject to the following additional provisions:
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 12th, 2023 • NightHawk Biosciences, Inc. • Pharmaceutical preparations
This Amendment No. 6 (this “Amendment”) dated the 11th day of December, 2023 to the Rights Agreement, dated March 11, 2018, as amended by Amendment No. 1 thereto, dated March 8, 2019, as further amended by Amendment No. 2 thereto, dated March 10, 2020, Amendment No. 3 thereto, dated March 8, 2021, Amendment No. 4 thereto, dated March 11, 2022, and Amendment No. 5 thereto, dated March 13, 2023 (the “Agreement”), by and between NightHawk Biosciences, Inc. (formerly known as Heat Biologics, Inc.) (the “Company”) and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
SHARED SERVICES AGREEMENTShared Services Agreement • December 12th, 2023 • NightHawk Biosciences, Inc. • Pharmaceutical preparations • Delaware
Shared Services Agreement (the “Agreement”), dated as of December 11, 2023 (the “Effective Date”), by and between NightHawk Biosciences, Inc., a Delaware corporation (“NightHawk”), and Elusys Therapeutics, Inc., a [Delaware] corporation (“Elusys”) (each, a “Party” and collectively, the “Parties”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2023 • NightHawk Biosciences, Inc. • Pharmaceutical preparations • North Carolina
This Amendment No. 2 (this “Amendment”) effective as of December 11, 2023 to the Employment Agreement, dated January 1, 2022, as amended December 7, 2022 (the “Employment Agreement”), by and between NightHawk Biosciences, Inc. (the “Corporation”) and William Ostrander (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement.
NIGHTHAWK BIOSCIENCES, INC.NightHawk Biosciences, Inc. • December 12th, 2023 • Pharmaceutical preparations
On December 11, 2023, NightHawk Biosciences, Inc. (“NightHawk” or the “Company”) entered into an Assets and Equity Interest Purchase Agreement (the ”Agreement”) with Elusys Holdings, Inc. (the “Buyer“) pursuant to which the Company agreed to sell to the Buyer (i) all of the issued and outstanding equity interests in the Company’s subsidiary, Elusys Therapeutics, Inc. (“Elusys”) and (ii) the exclusive right to use the name “NightHawk” and ownership of all trademark, goodwill and other rights in connection with such name (collectively, the “Purchased Assets”) (such transaction, the ”Transaction”). The Buyer is a subsidiary of a company controlled by the Company’s Chairman, President and Chief Executive Officer.
ASSET AND EQUITY INTERESTS PURCHASE AGREEMENT Dated as of December 11, 2023 Between NIGHTHAWK BIOSCIENCES, INC. And ELUSYS HOLDINGS INC.Asset and Equity Interests Purchase Agreement • December 12th, 2023 • NightHawk Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Asset and Equity Interests Purchase Agreement (this “Agreement”) dated as of December 11, 2023 is entered into between Elusys Holdings Inc., a Delaware corporation (“Buyer”), and NightHawk Biosciences, Inc., a Delaware corporation (“Seller”). Buyer and Seller are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”. Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.
