Form of First Amendment to the Amended and Restated Senior Secured Note Purchase Agreement, dated September 30, 2024, by and between the Company and Purchaser parties thereto
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:
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/ HING C. WONG_____________
Name: Hing C. Wong
Title: Chief Executive Officer
The Purchasers:
HING C. WONG
By: /s/ Hing C. Wong_______________
Name: Hing C. Wong
CHRIS CHEUNG & LING CHEUNG
By: /s/ Chris Cheung and Ling Cheung__
Name: Chris Cheung & Ling Cheung
Michael poon & manwah wong
By: Michael Poon & Manwah Wong____
Name: Michael Poon & Manwah Wong
Ho cheunG wong
By: /s/ Ho Cheung Wong______________
Name: Ho Cheung Wong
hoi sang ‘KELLY’ yeung
By: /s/ Hoi Sang Yeung______________
Name: Hoi Sang ‘Kelly’ Yueng
r. kemp riechman trustee revocable trust of roland kemp riechmann
By:
Name: R. Kemp Riechman
Title: Trustee
Benjamin j. patz
By: /s/ Benjamin J. Patz________________
Name: Benjamin J. Patz
Rebecca byam
By: /s/ Rebecca Byam_________________
Name: Rebecca Byam
2
Gary winer
By: /s/ Gary Winer____________________
Name: Gary Winer
Scott Garrett
By: /s/ Scott T. Garrett_________________
Name: Scott Garrett
O’NEILl aaf llc
By: /s/ George O’Neill Jr.______________
Name: George D. O’neill Jr.
Title: Manager
LEE FLOWERS
By: /s/ Lee D. Flowers_________________
Name: Lee Flowers
RICK GREENE
By: /s/ Rick Greene___________________
Name: Rick Greene
3