Exhibit 10.17
FORM OF SENIOR SECURED NOTE PURCHASE AGREEMENT
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”).
RECITALS
The Company desires to issue and sell and each Purchaser desires to purchase, a senior secured promissory note in substantially the form attached to this Agreement as Exhibit A (the “Note”). Capitalized terms not otherwise defined herein have the meaning given them in the Note.
AGREEMENT
The parties hereby agree as follows:
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For purposes of this Section 4, the following terms used in this Agreement have the respective meanings set forth below:
“Initial Public Offering” means an underwritten initial public offering of Wugen common stock pursuant to an effective registration statement filed under the Securities Act (as defined below), covering the offer and sale of its common stock that results in the listing of the Wugen common stock on the New York Stock Exchange, New York Stock Exchange American or the Nasdaq Stock Market.
“Merger Event” means (i) any merger or other similar transaction to which Wugen is a party as a result of which Wugen’s common stock, in whole or in part, is converted into or exchanged for cash or securities of any successor entity or (ii) the sale, lease, exchange, exclusive, irrevocable license or other transfer of all or substantially all of Wugen’s properties or assets (as determined on a consolidated basis) to any successor entity (other than to the Company).
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(c) Waiver from Wugen. The Company represents that it has obtained a waiver from Wugen and certain of its stockholders to various transfer restrictions set forth in the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated July 9, 2021, by and between Wugen and those stockholders.
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[Signature Pages Follow]
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The parties have executed this Senior Secured Note Purchase Agreement as of the date first written above.
the company:
HCW BIOLOGICS INC.
By:
Title:
Address:
2929 N Commerce Pkwy
Miramar, FL 33025
Email:
The parties have executed this Senior Secured Note Purchase Agreement as of the date first written above.
The Purchasers:
(Print Name)
By:
(Signature)
Name:
Title:
Address:
Email:
EXHIBIT A
SENIOR SECURED PROMISSORY NOTE
[***]
EXHIBIT B
SCHEDULE OF PURCHASERS
Name | Note Principal Amount | Purchase Date | |
Dr. Hing C Wong | $620,000 | 03/28/24 | |
Chris Cheung & Ling Cheung | 200,000 | 03/28/24 | |
Michael Poon & Manwah Wong | 100,000 | 03/28/24 | |
Ho Cheung Wong | 60,000 | 03/28/24 | |
Hoi Sang Yeung (Kelly) | 250,000 | 03/28/24 | |
R. Kemp Riechmann Trustee Revocable Trust of Roland Kemp Riechmann | 250,000 | 03/28/24 | |
Benjamin J. Patz | 250,000 | 03/28/24 | |
Rebecca Byam | 220,000 | 03/28/24 | |
Gary M. Winer | 50,000 | 03/28/24 | |
LMV Holdings | 8,000,000 | 03/28/24 | |
Total Secured Loan | $10,000,000 |
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EXHIBIT C
WIRE INSTRUCTIONS
[***]
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EXHIBIT D
PLEDGE AGREEMENT
[***]
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