Form 8-K

8-K — HCW Biologics Inc.

Accession: 0001493152-26-050082

Filed: 2026-11-05

Period: 2026-11-05

CIK: 0001828673

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001828673

2026-11-05

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): November 5, 2026 (November 3, 2026)

HCW

Biologics Inc.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-40591

82-5024477

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

2929

N. Commerce Parkway

Miramar,

Florida

33025

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (954) 842-2024

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

HCWB

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item

1.01 Entry into a Material Definitive Agreement.

November 3, 2026, HCW Biologics Inc. (the “Company”) entered into a Notes Purchase Agreement (the “Purchase

Agreement”) with Streeterville Capital, LLC (the “Lender”), providing for the issuance of two secured promissory notes:

(i) a Promissory Note A-1 in the original principal amount of $3.2 million (the “A-1 Note”) and (ii) a Promissory Note B

in the original principal amount of $7.0 million (the “B Note” and together with the A-1 Note, the “Notes”).

The A-1 Note carries an original issue discount (“OID”) of $240,000 and the Company agreed to pay $30,000 to the Lender to

cover the Lender’s transaction costs, all of which amount is included in the initial principal balance of the A-1 Note. The B Note

does not carry an OID.

The

closing occurred on November 4, 2026. At the closing, the Lender paid $3.0 million less transaction costs of $30,000 to the Company

and deposited an additional $7.0 million into an account owned by the Company’s newly formed wholly-owned subsidiary, HCWB

Holdings, LLC, a Utah limited liability company (“HCWB Sub”), to be held pursuant to a Deposit Account Control Agreement

entered into among HCWB Sub, the Lender, and the bank holding the HCWB Sub account (the “DACA”). The Company intends to

utilize the net proceeds from closing of the Purchase Agreement to support the Company’s clinical development programs,

strategic business development initiatives and for other general corporate purposes.

Each

time the aggregate outstanding balance of all A Notes is reduced by $1.0 million, subject to certain conditions, the Company will have

the right to exchange $750,000 (or such other amount as the parties mutually agree) of the B Note for a new note in the same form as

the A-1 Note (each, a “Note Exchange”) pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities

Act”). Each additional note issued pursuant to a Note Exchange will have the same maturity date, interest rate, OID percentage,

and other economic and other terms as the A-1 Note. Upon completion of a Note Exchange, an amount equal to the portion of the outstanding

balance of the B Note exchanged for the applicable A Note will be released from the deposit account and transferred to the Company’s

operating account.

Maxim

Group LLC (“Maxim”) served as placement agent for the transaction. Pursuant to the Placement Agency Agreement dated November

3, 2026, (the “Placement Agency Agreement”) between the Company and Maxim. The Company agreed to pay Maxim a cash fee

equal to 7.0% of the gross proceeds from the Purchaser. The Company also agreed to reimburse the Placement Agent for out-of-pocket expenses,

including the reasonable legal fees of its counsel not to exceed $30,000. The Placement Agency Agreement also contains representations,

warranties, indemnification and other provisions customary for transactions of this nature.

The

principal amount of the A-1 Note plus accrued interest is due twenty-four months following the date of issuance. Interest under the A-1

Note accrues at a rate of 8% per annum. The A-1 Note can be prepaid in whole or in part at any time, subject to a prepayment premium

of 10% of the outstanding balance the Company elects to prepay. If the A-1 Note remains outstanding on the 90th day following

the closing, a one-time monitoring fee will be added to the outstanding balance under the A-1 Note equal to the difference between (i)

the outstanding balance under the A-1 Note divided by 0.85, minus (ii) the outstanding balance under the A-1 Note (the “Monitoring

Fee”). The Monitoring Fee and accrued interest thereon will be forgiven on a pro rata basis each time the Company makes a cash

payment under the A-1 Note, if, on the date of such payment, one or more of the following conditions is true: (a) the 20-day media trading

volume of the Common Stock is less than $2,000,000, (b) the closing bid price of the Common Stock is less than $30 per share for each

of the prior 30 trading days, or (c) the Company is in the delisting protocol with Nasdaq. Beginning six months after the closing date,

the Lender may redeem up to $125,000 per calendar month plus make whole interest calculated as if such amount had been held to the maturity

date (a “Monthly Redemption”). Beginning six months after the closing date, the Lender has a right to limited redemption

(a “Limited Redemption”), subject to certain conditions. The applicable Monthly Redemption amount or Limited Redemption amount

is due and payable in cash within two trading days of the Company’s receipt of a redemption notice from the Lender.

The

principal amount of the B Note is due twenty-four months following the date of issuance. Interest under the B Note accrues at a rate

of 5% per annum. The B Note can be prepaid in whole or in part at any time, subject to a prepayment premium of 10% of the outstanding

balance the Company elects to prepay. The B Note grants the Lender the same Limited Redemption rights as described above under the A-1

Note but does not grant the Lender Monthly Redemption rights.

Each

of the A-1 Note and B Note contain certain “Major Trigger Events” and “Minor Trigger Events,” as more fully described

in the Notes. At any time following the occurrence of a Major Trigger Event or Minor Trigger Event, the Lender may, upon prior written

notice to the Company, increase the outstanding balance of the applicable Note by 10% for each Major Trigger Event and 5% for each Minor

Trigger Event, subject to the limitations set forth in the A-1 Note and B Note. If the Company fails to timely cure a Major Trigger Event

or Minor Trigger Event following receipt of a written cure demand notice from the Lender, such event will automatically become an “Event

of Default,” entitling the Lender to exercise the remedies set forth in the applicable Note, including acceleration of the outstanding

balance and the imposition of a default interest rate.

The

Company made various customary representations, warranties, and covenants in the Purchase Agreement, including obligations relating to

SEC reporting, maintenance of its stock exchange listing, restrictions on certain transactions, issuances and encumbrances, and other

matters as more fully set forth therein.

The

Company’s obligations under the Purchase Agreement are secured by the DACA, a guaranty from HCWB Sub (the “Guaranty”),

and a pledge agreement by the Company granting the Lender a security interest in all of the membership interests in HCWB Sub (the “Company

Pledge Agreement”).

The

foregoing descriptions of the Purchase Agreement, the A-1 Note, the B Note, the DACA, the Pledge Agreement, the Guaranty and the Placement

Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such

documents, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 to this Current Report on Form 8-K and are incorporated

herein by reference.

Item

7.01 Regulation FD Disclosure.

November 5, 2026, the Company issued a press release announcing the execution of and closing under the Purchase Agreement as described

above. A copy of that press release is furnished as Exhibit 99.1 hereto.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it

be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such a filing.

Item

8.01 Other Events.

This

Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor

shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Form of Notes Purchase Agreement by and between the Company and the Lender

10.2

Form of Promissory Note A-1 by and between the Company and the Lender

10.3

Form of Promissory Note B by and between the Company and the Lender

10.4

Form of Deposit Account Control Agreement by and among Lender, Bank and HCWB Sub

10.5

Form of Pledge Agreement by and between the Company and the Lender

10.6

Form of Guaranty Agreement by HCWB Sub in favor of the Lender

10.7

Placement Agency Agreement, dated October 29, 2026, between the Company and Maxim Group LLC

99.1

Press

Release dated November 5, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

HCW

BIOLOGICS INC.

Date:

November 5, 2026

By:

/s/

Hing C. Wong

Hing

C. Wong, Founder and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FORM

OF Notes Purchase Agreement

This

Notes Purchase Agreement (this “Agreement”), dated as of October __, 2026, is entered into by and between HCW

Biologics Inc., a Delaware corporation (“Company”), and Streeterville

Capital, LLC, a Utah limited liability company (“Investor”).

A. Company

and Investor are executing and delivering this Agreement in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the

“1933 Act”), and Rule 506 promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

B. Investor

desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement: (i) a Promissory

Note A-1 in the original principal amount of $3,240,000.00 in the form attached hereto as Exhibit A (the “A-1 Note”,

and together with any notes issued pursuant to Section 1.6 below, the “A Notes”); and (ii) a Secured Promissory Note

B in the original principal amount of $7,000,000.00 in the form attached hereto as Exhibit B (the “B Note”,

and together with the A Notes, the “Notes”; each individually, a “Note”).

C. This

Agreement, the Notes, the DACA (as defined below), the Pledge Agreement (as defined below), the Guaranty (as defined below), and all other

certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as

the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents.”

NOW, THEREFORE, in consideration

of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company

and Investor hereby agree as follows:

1. Purchase

and Sale of Notes.

1.1. Purchase

of Notes. Company hereby agrees to issue and sell to Investor and Investor hereby agrees to purchase from Company the A-1 Note and

the B Note. In consideration thereof, Investor agrees to pay $10,000,000.00 (the “Purchase Price”) to Company.

1.2. Form of Payment. On

the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately available funds

against delivery of the A-1 Note and the B Note as follows: (i) $2,970,000.00 of the Purchase Price will be sent to Company for the A-1

Note, which amount reflects the deduction of the $30,000.00 Transaction Expense Amount (as defined below) from the Purchase Price at

Closing; and (ii) $7,000,000.00 of the Purchase Price will be sent to [***] for the B Note to be held pursuant to the DACA in

an account owned by its wholly-owned subsidiary, HCWB Holdings, LLC, a Utah limited liability company (“HCWB Holdings”).

1.3. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date of the

issuance and sale of the A-1 Note and the B Note pursuant to this Agreement (the “Closing Date”) shall be October __,

2026, or such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)

shall occur on the Closing Date by means of the exchange of electronic signatures, but shall be deemed for all purposes to have occurred

at the offices of Capital Law Partners PLLC in Lehi, Utah.

1.4. Original

Issue Discount; Transaction Expense Amount. The A-1 Note carries an original issue discount of $240,000.00 (the “OID”),

which OID is included in the initial principal balance of the A-1 Note. In addition, Company agrees to pay $30,000.00 to Investor to cover

Investor’s legal, administrative and due diligence expenses incurred in connection with the purchase and sale of the Notes (the

“Transaction Expense Amount”), which Transaction Expense Amount shall be deducted from the Purchase Price payable by

Investor at the Closing and shall not be included in the initial principal balance of the A-1 Note.

1.5. Collateral

Agreements. The B Note shall be secured by: (i) cash held in a deposit account or reserve (collectively, the “Deposit Account”)

pursuant to a Deposit Account Control Agreement in the form attached hereto as Exhibit C (the “DACA”), and (ii)

a Pledge Agreement in the form attached hereto as Exhibit D (the “Pledge Agreement”). Company hereby grants,

and shall cause HCWB Holdings to grant, as applicable, to Investor a first-position security interest in the Deposit Account, all funds

on deposit therein, and all proceeds thereof, and acknowledges and agrees that Investor will have the right to file a UCC-1 Financing

Statement with respect to the Deposit Account and the foregoing collateral. Company’s obligations under all of the Notes will be

guaranteed by HCWB Holdings pursuant to a Guaranty in the form attached hereto as Exhibit E (the “Guaranty”).

1.6. B

Note Exchanges. Each time the aggregate outstanding balance of the A Notes is reduced by $1,000,000.00, then Company will have the

right to exchange up to $750,000.00 (but not less than $500,000.00) of the B Note for an A Note in the same form as the A-1 Note (each,

a “Note Exchange”). Each Note Exchange will be effected pursuant to Section 3(a)(9) of the 1933 Act. Each additional

A Note issued pursuant to a Note Exchange will have the same maturity, interest rate, OID percentage, Monitoring Fee (as defined in the

A-1 Note), and other economic and other terms as the A-1 Note. For the avoidance of doubt, the Monitoring Fee for an A Note issued pursuant

to a Note Exchange will be assessed and added to the new A Note balance on the exchange date if such Note Exchange occurs on or after

the date that is ninety (90) days from the Closing Date. Upon completion of a Note Exchange, an amount equal to the portion of the outstanding

balance of the B Note exchanged for the applicable A Note will be eligible to be released from the Deposit Account and transferred to

Company’s operating account. Notwithstanding the foregoing, upon the mutual written consent of Company and Investor, any agreed-upon

amount of the B Note may be exchanged from time to time for an A Note in the same form as the A-1 Note, together with the corresponding

release of an amount equal to such exchanged amount from the Deposit Account to Company’s operating account. No additional Transaction

Expense Amount will be assessed in connection with the issuance of any A Note pursuant to a Note Exchange.

1.7. Deposit

Account. Investor agrees that Investor shall submit Lender Instruction Notices (as defined in the DACA) only if, and to the extent

that Investor is entitled to the transfer, redemption, or other action with respect to the Deposit Account requested or directed therein

pursuant to the terms of the Transaction Documents, and Investor shall include in each such Lender Instruction Notice a certification

to HCWB Holdings and Bank (as defined in the DACA) attesting to such entitlement.

2. Investor’s

Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been

duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with

its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act;

and (iv) Investor is not registered as a ‘dealer’ under the 1934 Act.

3. Company’s

Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a corporation

duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power

to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to

do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such

qualification necessary; (iii) Company has registered shares of its common stock, $0.0001 par value per share (the “Common Shares”),

under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports

pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby

and thereby, have been duly and validly authorized by Company and all necessary actions have been taken; (v) the Transaction Documents

has been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in accordance

with their terms; (vi) the execution and delivery of the Transaction Documents by Company and the consummation by Company of the other

transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the

terms or provisions of, or constitute a default under (a) Company’s incorporation or formation documents or bylaws or operating

agreements, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which

Company is a party or by which it or any of its properties or assets are bound, or (c) any existing applicable law, rule, or regulation

or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency,

or other governmental body having jurisdiction over Company or any of their respective properties or assets; (vii) no further authorization,

approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the

stockholders or any lender or investor of Company is required to be obtained by Company for the issuance of the Notes to Investor or the

entering into of the Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed,

any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements

made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules,

forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received

a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration

of any such extension; (x) except as set forth on Schedule 3(x), there is no action, suit, proceeding, inquiry or investigation before

or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before or by any

governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein

an unfavorable decision, ruling or finding would have a material adverse effect on Company or which would adversely affect the validity

or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents; (xi)

Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the SEC

under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,”

as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement

agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result

of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full

compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered

broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf

of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby

and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, members, managers, agents,

and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation

and attorneys’ fees) and expenses suffered in respect of any such claimed or existing Broker Fees; (xv) neither Investor nor any

of its officers, directors, members, managers, employees, agents or representatives has made any representations or warranties to Company

or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and,

in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation,

warranty, covenant or promise of Investor or its officers, directors, employees, agents or representatives other than as set forth in

the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to

the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue

of the State of Utah, as set forth more specifically in Section 8.2 below, shall be applicable to the Transaction Documents and the transactions

contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii)

Company has performed due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence

summary sheet provided by Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above,

acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction

Documents and covenants and agrees it will not use any such information or legal theory as a defense to performance of its obligations

under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.

4. Company

Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within

the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as Investor

beneficially owns any Note and for at least twenty (20) Trading Days (as defined in the Notes) thereafter, Company will timely file on

the applicable deadline all reports required to be filed by Company with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and

will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required

in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports

under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) Company will ensure

that its Common Shares are listed or quoted for trading on NYSE, NYSE American, or Nasdaq; (iii) Company will ensure that trading in its

Common Shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading

market; (iv) Company will not issue, incur or guarantee any debt obligations (including any merchant cash advance, account receivable

factoring or other similar agreement) other than refinancing or renegotiation of Company’s existing debt obligations (so long as

such refinancing or renegotiation does not result in the issuance of any securities convertible into, or exercisable or exchangeable for,

Common Shares at a price that floats with, resets based on, or is otherwise determined by reference to the market price of the Common

Shares), real property mortgages and trade payables in the ordinary course of business without Investor’s prior written consent,

which consent may be granted or withheld in Investor’s sole and absolute discretion; (v) Company will not make any Restricted Issuance

(as defined below) without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and

absolute discretion; (vi) Company will not enter into any agreement or otherwise agree to any covenant, condition, or obligation that

locks up, restricts in any way or otherwise prohibits Company: (a) from entering into a variable rate transaction with Investor or any

affiliate of Investor, or (b) from issuing Common Shares, preferred stock, warrants, convertible notes, other debt securities, or any

other Company securities to Investor or any affiliate of Investor; (vii) Company will not grant any security interest, lien, pledge, guaranty

or other encumbrance with respect to any of its assets or equity, other than in connection with refinancing or renegotiation of Company’s

existing debt obligations (provided that in no circumstances may Company a grant a security interest in the equity interests of HCWB Holdings),,

real property mortgages and security interests, liens, pledges, guaranties and encumbrances granted in favor of Investor pursuant to the

Transaction Documents; (viii) HCWB Holdings will not grant any security interest, lien, pledge, guaranty or other encumbrance with respect

to any of its assets or equity, other than security interests, liens, pledges, guaranties and encumbrances granted in favor of Investor

pursuant to the Transaction Documents; (ix) Company will notify Investor of any action, suit, proceeding, inquiry or investigation filed

or initiated against Company or HCWB Holdings within three (3) Trading Days of the initiation of such; (x) neither Company nor HCWB Holdings

will sell, transfer, or issue any equity or grant any rights to any equity interest or voting rights in HCWB Holdings; and (xi) Company

will not allow HCWB Holdings to issue, incur, or guaranty any debt or conduct any business operations.

For purposes hereof, the term

“Restricted Issuance” means the issuance of any securities that: (i) have or may have rights of any kind, contingent,

conditional or otherwise, in which the number of shares that may be issued pursuant to such right varies with the market price of the

Common Shares; (ii) are or may become convertible into Common Shares (including, without limitation, convertible debt, warrants, pre-paid

purchases or advances, or convertible preferred shares), with a conversion, purchase or exercise price that varies with the market price

of the Common Shares, even if such security only becomes convertible following an event of default, the passage of time, or another trigger

event or condition; (iii) have a fixed conversion price, exercise price or exchange price that is subject to being reset at some future

date at any time after the initial issuance of such debt or equity security (a) due to a change in the market price of Company’s

Common Shares since the date of the initial issuance or (b) upon the occurrence of specified or contingent events directly or indirectly

related to the business of Company (including, without limitation, any “full ratchet” or “weighted average” anti-dilution

provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock

split or other similar transaction); (iv) are issued or will be issued to anyone other than Investor in connection with a Section 3(a)(9)

exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange; or (v) are issued pursuant to any equity line of

credit or similar arrangement. Notwithstanding the foregoing, the following will not be considered Restricted Issuances: (a) “at-the-market”

(ATM) trading facilities; (b) registered or unregistered offerings of Common Shares or warrants without variable price mechanics or any

anti-dilution, “alternate cash exercise” or other similar mechanics or provisions that would allow for the reduction of the

exercise price of the warrants or increase the number of shares exercisable under the warrants; or (c) Company’s use of its equity

line of credit during the period beginning on the Closing Date and ending on the six (6) month anniversary of the Closing Date.

5. Conditions

to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the A-1 Note and B Note to Investor at

the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

5.1. Investor

shall have executed all applicable Transaction Documents and delivered the same to Company.

5.2. Investor

shall have delivered the Purchase Price payments to Company in accordance with Section 1.2 above.

6. Conditions

to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the A-1 Note and the B Note at the Closing

is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are

for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

6.1. Company

shall have executed all applicable Transaction Documents and delivered the same to Investor.

6.2. Company

shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit

F evidencing Company’s approval of the Transaction Documents.

6.3. HCWB Holdings and [***]

shall have executed and delivered the DACA to Investor.

6.4. HCWB

Holdings shall have executed and delivered the Guaranty to Investor.

7. Most

Favored Nation. So long as any Note is outstanding, upon any issuance by Company of any debt security with any economic term or condition

more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to

Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable economic term and such

term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company

fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term

to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction

Documents retroactive to the date on which such term was granted to the applicable third party. The types of economic terms contained

in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing convertibility,

conversion discounts, conversion lookback periods, interest rates, original issue discounts, conversion prices, warrant coverage, warrant

exercise prices, and anti-dilution/conversion and exercise price resets.

8. Miscellaneous.

The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction Documents as if these terms

were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section

8 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.

8.1. Arbitration

of Claims. The parties shall submit all Claims (as defined in Exhibit G) arising under this Agreement or any other Transaction

Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding

arbitration pursuant to the arbitration provisions set forth in Exhibit G attached hereto (the “Arbitration Provisions”).

For the avoidance of doubt, the parties agree that the injunction described in Section 8.3 below may be pursued in an arbitration that

is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby

acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other

provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration

Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration

Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations

set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.

8.2. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to

any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that the exclusive venue for

arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates

shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration

Provisions, for any litigation arising in connection with any of the Transaction Documents, each party hereto hereby (i) consents to and

expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly

submits to the exclusive venue of any such court for the purposes hereof, and (iii) waives any claim of improper venue and any claim or

objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in

such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Company acknowledges that the governing

law and venue provisions set forth in this Section 8.2 are material terms to induce Investor to enter into the Transaction Documents and

that but for Company’s agreements set forth in this Section 8.2 Investor would not have entered into the Transaction Documents.

8.3. Specific

Performance. Company acknowledges and agrees that Investor may suffer irreparable harm if Company fails to perform any material provision

of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor

shall be entitled to seek one or more injunctions to prevent or cure breaches of the provisions of this Agreement or such other Transaction

Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which Investor

may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that: (i) following an Event of Default

(as defined in the Notes) under any Note, Investor shall have the right to seek injunctive relief from a court or an arbitrator prohibiting

Company from issuing any of its Common Shares or preferred stock to any party unless fifty percent (50%) of the gross proceeds received

by Company in connection with such issuance are simultaneously used by Company to make a payment under the Notes; (ii) following a breach

of Section 4(vi) above, Investor shall have the right to seek injunctive relief from a court or arbitrator invalidating such lock-up;

and (iii) if Company enters into a definitive agreement that contemplates a Fundamental Transaction (as defined in the Notes), unless

such agreement contains a closing condition that the Notes are repaid in full upon consummation of the transaction or Investor has provided

its prior written consent to such Fundamental Transaction, Investor shall have the right to seek injunctive relief from a court or arbitrator

preventing the consummation of such transaction. Company specifically acknowledges that Investor’s right to obtain specific performance

constitutes bargained for leverage and that the loss of such leverage would result in irreparable harm to Investor. For the avoidance

of doubt, in the event Investor seeks to obtain an injunction from a court or an arbitrator against Company or specific performance of

any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document,

at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents,

nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim preclusion, issues preclusion, res

judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration.

8.4. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered via exchange of electronic signatures (including pdf or any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.5. Headings.

The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this

Agreement.

8.6. Severability.

In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision

shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule

of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of

any other provision hereof.

8.7. Entire

Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect

to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes

any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets

or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction

Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any

affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there

is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents

shall govern.

8.8. Amendments.

No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.

8.9. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to

the executive officer noted below, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered

or the third business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier

of the date delivered or the third business day after mailing by express courier, with delivery costs and fees prepaid, in each case,

addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate

by five (5) calendar days’ advance written notice similarly given to each of the other parties hereto):

If to Company:

HCW Biologics Inc.

Attn: Hing C. Wong

2929 N. Commerce Parkway

Miramar, Florida 33025

With a copy to (which copy shall

not constitute notice):

Clark Hill PLC

Attn: Jim Groth, Esq.

130 E. Randolph Street, Suite 3900

Chicago, Illinois 60601

[***]

If to Investor:

[***]

With a copy to (which copy shall not constitute

notice):

[***]

8.10. Successors

and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor

hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to obtain Company’s

consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder without the prior

written consent of Investor.

8.11. Survival.

The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder

notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and hold harmless Investor

and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach by

Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under

this Agreement.

8.12. Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

8.13. Investor’s

Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative

and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may

have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute,

and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient.

8.14. Attorneys’

Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the other to interpret

or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing party all costs and

expenses, including reasonable attorneys’ fees incurred therein. The “prevailing party” shall be the party in whose

favor a judgment is entered, regardless of whether judgment is entered on all claims asserted by such party and regardless of the amount

of the judgment; or where, due to the assertion of counterclaims, judgments are entered in favor of and against both parties, then the

arbitrator shall determine the “prevailing party” by taking into account the relative dollar amounts of the judgments or,

if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing herein shall restrict or impair

an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading. If (i) any Note is placed

in the hands of an attorney for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced

through any arbitration or legal proceeding, or Investor otherwise takes action to collect amounts due under the Notes or to enforce the

provisions of the Notes, or (ii) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting Company’s

creditors’ rights and involving a claim under the Notes; then Company shall pay the costs incurred by Investor for such collection,

enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,

reasonable attorneys’ fees, expenses, deposition costs, and disbursements.

8.15. Waiver.

No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the

waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to

any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a

party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

8.16. Waiver

of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING

OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES

HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE

STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S

RIGHT TO DEMAND TRIAL BY JURY.

8.17. Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other

Transaction Documents.

8.18. Voluntary

Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed

for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and

fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived the

right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue

influence by Investor or anyone else.

8.19. Third-Party

Beneficiaries. This Agreement and each of the other Transaction Documents is intended for the benefit of the parties hereto and their

respective permitted successors and assigns. There are no third-party beneficiaries of this Agreement or any other Transaction Document.

Nothing in this Agreement or any other Transaction Document, express or implied, is intended to confer upon any other person any rights,

remedies, obligations or liabilities of any nature whatsoever.

[Remainder of page intentionally left blank; signature

page follows]

IN WITNESS WHEREOF, the undersigned

Investor and Company have caused this Agreement to be duly executed as of the date first above written.

INVESTOR:

Streeterville Capital, LLC

By:

John Fife, President

COMPANY:

HCW Biologics Inc.

By:

Hing C. Wong, Chief Executive Officer

Disclosure Schedule 3(x)

ATTACHED EXHIBITS:

Exhibit A

A-1 Note

Exhibit B

B Note

Exhibit C

DACA

Exhibit D

Pledge Agreement

Exhibit E

Guaranty

Exhibit F

Officer’s Certificate

Exhibit G

Arbitration Provisions

[Signature Page to Notes Purchase Agreement]

Disclosure Schedule 3(x)

[***]

Exhibit

ARBITRATION PROVISIONS

1. Dispute

Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction

Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,

fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition

precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement

(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s

pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under

the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate

arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated

in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all

other Claims). The parties to the Agreement hereby agree that these Arbitration Provisions are binding on each of them. As a result, any

attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or these

Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other

reason is subject to these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions shall have the meaning

set forth in the Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right

provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the

Appeal Right, any costs or fees, including without limitation reasonable attorneys’ fees, incurred in connection with or incident

to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.

The Arbitration Award shall include default interest (as defined or otherwise provided for in the Notes, “Default Interest”)

(with respect to monetary awards) at the rate specified in the Notes for Default Interest both before and after the Arbitration Award.

Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act,

U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding

the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation

between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions

shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict

with or vary from these Arbitration Provisions.

4. Arbitration

Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving

written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section

8.9 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may not be given

by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party

under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered, and notices

may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration Notice must describe

the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration

Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

Arbitration Provisions, Page 1

4.2 Selection

and Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three (3) designated persons hereunder are

referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified

as a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor has submitted to Company the names of

the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator

for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such

5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to

Company.

(b) If Investor fails to

submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above, then

Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are

designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then, within

five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to Company,

one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor fails to

select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company may select

the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to Investor.

chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator

may select one (1) of the other two (2) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator

declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise

unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the Proposed

Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve as the arbitrator

hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns or is unable to act

during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue the Arbitration. If

Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator shall be selected

under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

4.11 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.11 below, if one party refuses or

fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default

Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil

Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the

filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence

shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’

intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between

the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the

Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,

the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such

party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

Arbitration Provisions, Page 2

4.5 Related

Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal

proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to

the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing

party in such action shall be required to pay the prevailing party’s reasonable attorneys’ fees and costs incurred in connection

with such action.

4.6 Discovery.

Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a) Written discovery will

only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written discovery

sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.

The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these

Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To

facts directly connected with the transactions contemplated by the Agreement.

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b) No party shall be allowed

(i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including

discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions

(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by

the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated

reasonable attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending

the deposition fails to submit an estimate of reasonable attorneys’ fees within five (5) calendar days of its receipt of a deposition

notice, then such party shall be deemed to have waived its right to the estimated reasonable attorneys’ fees. The party taking the

deposition must pay the party defending the deposition the estimated reasonable attorneys’ fees prior to taking the deposition,

unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes

that the estimated reasonable attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision.

All depositions will be taken in Utah.

(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.

The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed

discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party

will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate

of the reasonable attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge

to each applicable discovery request. After receipt of an estimate of reasonable attorneys’ fees and costs and/or challenge(s) to

one or more discovery requests, the arbitrator will within three (3) calendar days make a finding as to the likely reasonable attorneys’

fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay

the reasonable attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding

party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s

finding with respect to such discovery requests. If a party entitled to submit an estimate of reasonable attorneys’ fees and costs

and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are

no reasonable attorneys’ fees or costs associated with responding to such discovery requests, and (B) the responding party must

respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s

finding with respect to such discovery requests. Any party submitting any written discovery requests, including without limitation interrogatories,

requests for production subpoenas to a party or a third party, or requests for admissions, must prepay the estimated reasonable attorneys’

fees and costs, before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived

as set forth above.

(d) In order to allow a written

discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration Provisions

and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not satisfy any

of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may modify such discovery

request to satisfy the applicable standards, or strike such discovery request in whole or in part.

Arbitration Provisions, Page 3

(e) Each party may submit

expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement

Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of

all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including

a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has

testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid

for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for

no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in

the expert report.

4.7 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure

(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator

and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven

(7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum

in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery

of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and

to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party

shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required

above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.8 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by applicable law, a court order, subpoena or similar legal duress to be disclosed if such receiving party has

notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent

jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal

counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5)

of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged

information and confidential information upon the written request of either party.

4.9 Authorization;

Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration Award must

be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and

directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a

scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable

the arbitrator to render a decision prior to the end of such 120-day period.

4.10 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.11 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party losing more

of the claims at issue, as determined by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any

statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the

Arbitration, and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs,

other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12 Motion

to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration Award

with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award; and

(b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

Arbitration Provisions, Page 4

5. Arbitration

Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal

Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect

to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also

pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of

the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant

delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of

this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.

In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within

the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. The Arbitration Award

will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has been posted (along with

proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part of the parties’

agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of

the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a) Within ten (10) calendar

days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are designated

as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such five (5) designated

persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance of doubt, each Proposed

Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator who rendered the

Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after the Appellee has

submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice to the Appellee,

three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select three (3) of

the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators from the

Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b) If the Appellee fails

to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant to

subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify

the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (none of

whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days after the

Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such

selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the

arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members

of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the Appellee.

Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may select one

(1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed Appeal Arbitrator

declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5) designated Proposed

Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process shall begin again in

accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already agreed to serve shall

remain on the Appeal Panel.

Arbitration Provisions, Page 5

(d) The date that all

three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to both

the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement

Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including

via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead

arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration

Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon

the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal

Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,

a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.

If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected

under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal

Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct

a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions

of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious

disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery,

together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal

Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit

the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits,

and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.

5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum

to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph

(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall

fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required

above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed

regardless.

(b) Subject

to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days

of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on

the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and

make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation reasonable attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award

shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Notes for Default Interest both before and after the Arbitration

Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.

Arbitration Provisions, Page 6

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper

under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may

not award exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the Appeal Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory

fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration

and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

party) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and

other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without

limitation in connection with the Appeal).

6. Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder of page intentionally left blank]

Arbitration Provisions, Page 7

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

FORM

OF PROMISSORY NOTE A-1

October

__,

2026

U.S. $3,240,000.00

FOR

VALUE RECEIVED, HCW Biologics Inc., a Delaware corporation (“Borrower”),

promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Lender”),

$3,240,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the

Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the

Outstanding Balance at the rate of eight percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest

calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound

daily and shall be payable in accordance with the terms of this Note. This Promissory Note A-1 (this “Note”) is issued

and made effective as of October __, 2026 (the “Effective Date”). This Note is issued pursuant to that certain Notes

Purchase Agreement dated October __, 2026, by and between Borrower and Lender (the “Purchase Agreement”). Certain

capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This

Note carries an original issue discount of $240,000.00 (the “OID”). In addition, Borrower agrees to pay $30,000.00

to Lender to cover Lender’s legal, accounting and due diligence expenses incurred in connection with the purchase and sale of this

Note (the “Transaction Expense Amount”). The OID is included in the initial principal balance of this Note and is

deemed to be fully earned and non-refundable as of the Purchase Price Date. The Transaction Expense Amount shall be deducted from the

Purchase Price payable to Borrower at closing and is deemed to be fully earned and non-refundable as of the Purchase Price Date. The

purchase price for this Note shall be $3,000,000.00 (the “Purchase Price”), computed as follows: $3,240,000.00 original

principal balance, less the OID; provided that the Transaction Expense Amount shall be deducted from the Purchase Price such that the

net amount delivered to Borrower at closing shall be $2,970,000.00.

Payment; Prepayment.

1.1.

Payment. All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the

address or bank account furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable

costs of collection required to be paid by Borrower hereunder, if any, then to (b) fees and charges required to be paid by Borrower hereunder,

if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2.

Prepayment. Borrower may pay all or any portion of the Outstanding Balance earlier than it is due. If Borrower exercises its right

to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to one hundred ten percent (110%) multiplied by

the portion of the Outstanding Balance Borrower elects to prepay. Early payments of less than all principal, fees and interest outstanding

will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder.

Monitoring Fee. In the event this Note is outstanding on the ninetieth (90th) day anniversary of the Purchase Price Date (the

“Monitoring Fee Date”), then Borrower will be charged a one-time fee to cover Lender’s accounting, legal and

other costs incurred in monitoring this Note equal to the Outstanding Balance divided by .85 less the Outstanding Balance (the

“Monitoring Fee”). The Monitoring Fee will be automatically added to the Outstanding Balance on the Monitoring Fee

Date. By way of example only, if the Outstanding Balance on the Monitoring Fee Date were $1,000,000.00, then the Monitoring Fee added

to the Outstanding Balance would be $176,471.00 ($1,000,000.00/.85 - $1,000,000.00). Notwithstanding the foregoing, the Monitoring Fee

and interest accrued on the Monitoring Fee will be forgiven, on a pro rata basis, each time Borrower makes a cash payment hereunder if

on the date of such payment any of the following conditions is true: (a) the twenty (20) day median dollar trading volume of the Common

Shares is less than $2,000,000.00; (b) the closing bid price for the Common Shares is less than $30.00 for each of the last thirty (30)

Trading Days; or (c) Borrower is in the delisting protocol with Nasdaq.

Guaranty. Borrower’s obligations under this Note are guaranteed by the Guaranty (as defined in the Purchase Agreement).

Redemptions

4.1.

Monthly Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, Lender shall have the right, exercisable

at any time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption

Amount”) per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). The foregoing

Maximum Monthly Redemption Amount will be aggregated with redemptions submitted under all other A Notes (as defined in the Purchase Agreement).

For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt

of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in immediately available funds within two (2) Trading

Days.

4.2.

Limited Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, if at any time thereafter a Limited

Redemption Event occurs, Lender shall have the right to submit a redemption notice to Borrower in an amount up to the Maximum Limited

Redemption Amount at any time during the applicable Limited Redemption Window (“Limited Redemptions”). The Maximum

Limited Redemption Amount will be aggregated with Limited Redemptions made under any other outstanding Note (as defined in the Purchase

Agreement). Borrower must pay the applicable Limited Redemption amount to Lender in immediately available funds within two (2) Trading

Days of delivery of the applicable redemption notice.

Trigger Events; Defaults; Remedies.

5.1.

Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails

to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar

official shall be appointed over Borrower and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed

or discharged within sixty (60) days; (c) Borrower becomes insolvent; (d) Borrower makes a general assignment for the benefit of creditors;

(e) Borrower or HCWB Holdings files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f)

an involuntary bankruptcy proceeding is commenced or filed against Borrower and such proceeding shall remain uncontested for twenty (20)

days or shall not be dismissed or discharged within sixty (60) days; (g) Borrower fails to observe or perform any covenant set forth

in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Lender’s prior written consent

unless Lender will receive payment in full of this Note upon consummation of such transaction; (i) Borrower defaults or otherwise fails

to observe or perform in any material respect any covenant, obligation, condition or agreement contained herein or in any other Transaction

Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 5.1 and Section 4 of the Purchase

Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any

Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any

material respect when made or furnished; (k) Borrower effectuates a reverse split of its Common Shares without twenty (20) Trading Days

prior written notice to Lender; (l) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary

of Borrower or any of its property or other assets for more than $250,000.00, and shall remain unvacated, unbonded or unstayed for a

period of twenty (20) calendar days unless otherwise consented to by Lender; and (m) Borrower breaches in any material respect any covenant

or other term or condition contained in any Other Agreements.

5.2.

Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding

Balance by applying the Trigger Effect (subject to the limitation set forth below).

5.3.

Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower

demanding that Borrower cure such Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the

required five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event

of Default”).

5.4.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this

Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default

Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses 5.1(b) - 5.1(f), an Event of Default

will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately

and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger

Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given by Lender

to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest

rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate permitted under applicable law (“Default Interest”).

In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest

or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights

and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by

Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender

receives full payment pursuant to this Section 5.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event

of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available

to it at law or in equity.

Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable

obligation of Borrower not subject to offset or deduction. Borrower hereby waives any rights of offset it now has or may have hereafter

against Lender, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.

Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting

the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent

to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit

a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right

to have any such opinion provided by its counsel.

Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine

the proper venue for any disputes are incorporated herein by this reference.

10.

Arbitration of Disputes. Any dispute regarding this Note will be subject to the Arbitration Provisions (as defined in the Purchase

Agreement) set forth as an exhibit to the Purchase Agreement.

11.

Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be

deemed canceled, and shall not be reissued.

12.

Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

13.

Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned

or transferred by Lender to any of its affiliates without the consent of Borrower.

14.

Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given

in accordance with the subsection of the Purchase Agreement titled “Notices.”

15.

Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of

this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’

inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender

and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but

instead are intended by the parties to be, and shall be deemed, liquidated damages.

16.

Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the

objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.

BORROWER:

HCW

Biologics Inc.

By:

Hing

C. Wong, Chief Executive Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Streeterville

Capital, LLC

By:

John

Fife, President

[Signature Page to Promissory

Note A-1]

ATTACHMENT

DEFINITIONS

For

purposes of this Note, the following terms shall have the following meanings:

A1.

“Common Shares” means shares of Borrower’s common stock, $0.0001 par value per share.

A2.

“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in

one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving

corporation) any other person or entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective assets

to any other person or entity, (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than fifty percent

(50%) of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person

or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or

exchange offer), (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate

a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than fifty percent

(50%) of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons

or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share

purchase agreement or other business combination), (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more

related transactions, reorganize, recapitalize or reclassify the Common Shares or preferred stock, other than an increase in the number

of authorized Common Shares or preferred stock, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person or entity

under common ownership or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution

to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and

14(d) of the 1934 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder) is or shall become

the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than fifty percent

(50%) of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower. For the avoidance of doubt,

Borrower or any of its subsidiaries entering into a definitive agreement that contemplates a Fundamental Transaction will be deemed to

be a Fundamental Transaction unless such agreement contains a closing condition that this Note is repaid in full upon consummation of

the transaction; and, notwithstanding anything herein to the contrary, no event or transaction shall be deemed a Fundamental Transaction

if the definitive agreement(s) with respect to such event or transaction contain such a closing condition.

A3.

“Limited Redemption Event” means that on any given Trading Day, the Common Shares trade at a price that is at least

fifteen percent (15%) greater than the Nasdaq Minimum Price for such Trading Day.

A4.

“Limited Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending on

the date that is five (5) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one

(1) Limited Redemption Window may be open at the same time.

A5.

“Major Trigger Event” means any Trigger Event occurring under Sections 5.1(a) - 5.1(i).

A6.

“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A7.

“Maximum Limited Redemption Amount” means the greater of (a) $50,000.00, and (b) eight percent (8%) of the cumulative

dollar trading volume on the Trading Day that a Limited Redemption Event occurs; measured as the cumulative dollar trading volume on

all exchanges beginning at 4:01 PM Eastern Time on the Trading Day before the occurrence of the Limited Redemption Event and ending at

4:00 PM Eastern Time on the Trading Day during which the Limited Redemption Event occurs.

A8.

“Maximum Monthly Redemption Amount” means $125,000.00.

A9.

“Minor Trigger Event” means any Trigger Event that is not a Major Trigger Event.

A10.

“Nasdaq Minimum Price” means the Minimum Price as defined in Nasdaq Listing Rule 5635(d).

A11.

“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by

Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing or other material

agreement.

A12.

“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case

may be, pursuant to the terms hereof for payment, offset, or otherwise, plus the OID, accrued but unpaid interest (including Default

Interest), collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar

taxes and fees incurred under this Note.

A13.

“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.

A14.

“Trading Day” means any day on which Borrower’s principal trading market (or such other principal market for

the Common Shares) is open for trading.

A15.

“Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by

(a) ten percent (10%) for one or more Major Trigger Event(s), or (b) five percent (5%) for one or more Minor Trigger Event(s), and then

adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the sum of the foregoing

then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided that the Trigger

Effect shall not include cumulative Trigger Events derived from the same event or occurrence and the Trigger Effect may only be applied

three (3) times hereunder with respect to Major Trigger Events and three (3) times hereunder with respect to Minor Trigger Events.

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

FORM

OF SECURED PROMISSORY NOTE B

Effective

Date: October __, 2026

U.S.

$7,000,000.00

FOR

VALUE RECEIVED, HCW Biologics Inc., a Delaware corporation (“Borrower”),

promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Lender”),

$7,000,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the

Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the

Outstanding Balance at the rate of five percent (5%) per annum, subject to adjustment as provided herein, from the Purchase Price Date

until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve

(12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory

Note B (this “Note”) is issued and made effective as of October __, 2026 (the “Effective Date”).

This Note is issued pursuant to that certain Notes Purchase Agreement dated October __, 2026, by and between Borrower and Lender (the

“Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and

incorporated herein by this reference.

1. Payment;

Prepayment; Interest.

1.1. Payment.

All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the address or bank

account furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs

of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2. Prepayment.

Borrower may pay all or any portion of the Outstanding Balance earlier than it is due. If Borrower exercises its right to prepay this

Note prior to the date that is six (6) months after the Purchase Price Date, Borrower shall make payment to Lender of an amount in cash

equal to one hundred ten percent (110%) multiplied by the portion of the Outstanding Balance Borrower elects to prepay. Early payments

of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s

remaining obligations hereunder.

1.3. Interest.

The Outstanding Balance will accrue interest at a rate of five percent (5%) per annum. In the event that, while the Note is outstanding,

the Federal Funds Rate Midpoint is increased to a rate greater than five percent (5%), the interest rate on the Note will adjust to equal

the Federal Funds Rate Midpoint, effective on the first calendar day of the month following the date such increase takes effect. Thereafter,

upon each subsequent change in the Federal Funds Rate Midpoint, the interest rate on the Note will adjust to equal the new Federal Funds

Rate Midpoint on the first calendar day of the month following the date such change takes effect, except that the interest rate on the

Note will not be adjusted to a rate below five percent (5%) per annum.

2. Security.

Borrower’s obligations under this Note are secured by the DACA (as defined in the Purchase Agreement), the Deposit Account (as

defined in the DACA), and the Pledge Agreement (as defined in the Purchase Agreement). Borrower’s obligations hereunder are also

guaranteed by the Guaranty (as defined in the Purchase Agreement). Borrower acknowledges and agrees that Lender is authorized to send

a Lender Instruction Notice (as defined in the DACA) to the Bank (as defined in the DACA) directing the disposition of the funds held

in the Deposit Account: (a) upon the occurrence of a Trigger Event (as defined below); or (b) upon Lender’s receipt of a notice

from Borrower pursuant to Section 4(viii) of the Purchase Agreement or otherwise becoming aware of such event necessitating the notice.

3. Limited

Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, if at any time thereafter a Limited Redemption

Event occurs, Lender shall have the right to submit a redemption notice in an amount up to the Maximum Limited Redemption Amount at any

time during the applicable Limited Redemption Window (“Limited Redemptions”). The Maximum Limited Redemption Amount

will be aggregated with Limited Redemptions made under any other outstanding Notes (as defined in the Purchase Agreement). Borrower must

pay the applicable Limited Redemption amount to Lender in immediately available funds within two (2) Trading Days of delivery of the

applicable redemption notice.

4. Trigger

Events; Defaults; Remedies.

4.1. Trigger

Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay

any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar

official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)

days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent; (d) Borrower makes a general assignment

for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign);

(f) an involuntary bankruptcy proceeding is commenced or filed against Borrower and such proceeding shall remain uncontested for twenty

(20) days or shall not be dismissed or discharged within sixty (60) days; (g) Borrower fails to observe or perform any covenant set forth

in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Lender’s prior written consent

unless Lender will receive payment in full of this Note upon consummation of such transaction; (i) Borrower defaults or otherwise fails

to observe or perform in any material respect any covenant, obligation, condition or agreement contained herein or in any other Transaction

Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase

Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any

Transaction Document, or otherwise in connection with the issuance of this Note is false or incorrect in any material respect when made

or furnished; (k) Borrower effectuates a reverse split of its Common Shares without twenty (20) Trading Days prior written notice to

Lender; (l) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of

its property or other assets for more than $250,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20)

calendar days unless otherwise consented to by Lender; and (m) Borrower breaches in any material respect any covenant or other term or

condition contained in any Other Agreements.

4.2. Trigger

Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance

by applying the Trigger Effect (subject to the limitation set forth below).

4.3. Defaults.

At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower

cure such Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required five (5) Trading

Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event of Default”).

4.4. Default

Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by

written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount.

Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses 4.1(b) - 4.1(f), an Event of Default will

be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately