CytoDyn Inc. Sample Contracts

CytoDyn Inc. – SUBSCRIPTION AGREEMENT (October 3rd, 2019)

The undersigned (the “Investor”) hereby confirms its agreement with CytoDyn Inc., a Delaware corporation (the “Company”), as follows:

CytoDyn Inc. – SUBSCRIPTION AGREEMENT (September 19th, 2019)

The undersigned (the “Investor”) hereby confirms its agreement with CytoDyn Inc., a Delaware corporation (the “Company”), as follows:

CytoDyn Inc. – SUBSCRIPTION AGREEMENT (August 29th, 2019)

Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from CytoDyn Inc., a Delaware corporation (the “Company”), in the amounts set forth on the signature page hereof, (i) shares of Series C Convertible Preferred Stock, $0.001 par value per share of the Company, (the “Series C Preferred Stock”) and (ii) a warrant, substantially in the form attached hereto as Exhibit B (the “Warrants”) to purchase a number of shares of common stock, $0.001 par value, of the Company (the “Common Stock”), equal to 75% of the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock. The shares of Series C Preferred Stock will have the relative rights, preferences and designations set forth in the Certificate of Designation of Preferences and Rights set forth in Exhibit A attached hereto (the “Certificate of Designation”). The Warrants will be exercisable for Warrant Shares for a 5-year period commenci

CytoDyn Inc. – PLACEMENT AGENT AGREEMENT August 12th, 2019 (August 29th, 2019)

This Placement Agent Agreement (“Agreement”) is made by and between CytoDyn Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its non-exclusive placement agent in arranging an offering of its equity securities (the “Securities”) which will be subject to a registration statement (the “Registration Statement”) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the “SEC”) , on terms to be determined by the parites hereto (the “Offering”). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.

CytoDyn Inc. – SUBSCRIPTION AGREEMENT (August 29th, 2019)

The undersigned (the “Investor”) hereby confirms its agreement with CytoDyn Inc., a Delaware corporation (the “Company”), as follows:

CytoDyn Inc. – COMMON STOCK PURCHASE WARRANT CYTODYN INC. (August 29th, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ] (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytoDyn Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

CytoDyn Inc. – Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. MASTER SERVICES AGREEMENT between SAMSUNG BIOLOGICS CO., LTD. and CYTODYN INC. (August 14th, 2019)

This Master Services Agreement (this “MSA”) is made and entered into as of the date of last signature below (the “Effective Date”) by and between CytoDyn Inc., a Delaware corporation having its principal place of business at 1111 Main Street, Suite 660, Vancouver, WA 98660 (“Client”), and Samsung BioLogics Co., Ltd., a company with offices at 300, Songdo bio-daero, Yeonsu-gu, Incheon, 21987, Republic of Korea (“SBL”). Client and SBL are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

CytoDyn Inc. – CONSULTING AGREEMENT (July 19th, 2019)

WHEREAS, Company and Consultant desire to enter into this Agreement to provide the terms and conditions upon which Company may engage Consultant from time to time to provide services for individual projects.

CytoDyn Inc. – CONSULTING AGREEMENT (July 19th, 2019)

WHEREAS, Company and Consultant desire to enter into this Agreement to provide the terms and conditions upon which Company may engage Consultant from time to time to provide services for individual projects.

CytoDyn Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CYTODYN INC. (May 22nd, 2019)

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

CytoDyn Inc. – WARRANT EXERCISE AGREEMENT (May 9th, 2019)

This Warrant Exercise Agreement (this “Agreement”), dated as of May [ ], 2019, is by and between CytoDyn Inc., a Delaware corporation, (the “Company”) and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.001 per shares (the “Common Stock”), issued by the Company, as set forth on Schedule A (collectively, the “Warrants”).

CytoDyn Inc. – PLACEMENT AGENT AGREEMENT March 18, 2019 (April 5th, 2019)

This Placement Agent Agreement (“Agreement”) is made by and between CytoDyn Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its non-exclusive placement agent in arranging an offering of its equity securities (the “Securities”) which will be subject to a registration statement (the “Registration Statement”) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the “SEC”), on terms to be determined by the parites hereto (the “Offering”). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.

CytoDyn Inc. – COMMON STOCK PURCHASE WARRANT CYTODYN INC. (April 5th, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ] (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytoDyn Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

CytoDyn Inc. – SUBSCRIPTION AGREEMENT (April 5th, 2019)

The undersigned (the “Investor”) hereby confirms its agreement with CytoDyn Inc., a Delaware corporation (the “Company”), as follows:

CytoDyn Inc. – CytoDyn and Samsung BioLogics Enter into Agreement to Manufacture $1 Billion Worth of Leronlimab (PRO 140) to Meet Expected Demand for Future Revenues Post- Approval Estimated revenue potential of the new leronlimab supply is based upon $120,000 per patient, per year – BLA submission is in process with 1/3 already submitted to FDA (April 3rd, 2019)

VANCOUVER, Washington, April 2, 2019 – CytoDyn Inc. (OTC.QB: CYDY), (“CytoDyn” or the “Company”) a late stage biotechnology company developing leronlimab (PRO 140), a CCR5 antagonist with the potential for multiple therapeutic indications, today announced the execution of a comprehensive strategic agreement with Samsung BioLogics Co., Ltd. for the clinical and commercial manufacturing of leronlimab (PRO 140). The quantity of new leronlimab to be produced under the agreement is anticipated to be sufficient to support potential revenues for CytoDyn of approximately $1 billion based upon $120,000 per patient, per year.

CytoDyn Inc. – CYTODYN INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (March 20th, 2019)
CytoDyn Inc. – SUBSCRIPTION AGREEMENT (March 20th, 2019)

Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from CytoDyn Inc., a Delaware corporation (the “Company”), in the amounts set forth on the signature page hereof, (i) shares of Series C Convertible Preferred Stock, $0.001 par value per share of the Company, (the “Series C Preferred Stock”) and (ii) a warrant, substantially in the form attached hereto as Exhibit B (the “Investor Warrants”) to purchase a number of shares of common stock, $0.001 par value, of the Company (the “Common Stock”), equal to 60% of the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock. The shares of Series C Preferred Stock will have the relative rights, preferences and designations set forth in the Certificate of Designation of Preferences and Rights set forth in Exhibit A attached hereto (the “Certificate of Designation”). In addition, the Company hereby agrees to issue to certain lead investo

CytoDyn Inc. – Contract (January 31st, 2019)

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

CytoDyn Inc. – PLACEMENT AGENT AGREEMENT December 31, 2018 (January 31st, 2019)

This Placement Agent Agreement (“Agreement”) is made by and between CytoDyn Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its non-exclusive placement agent in arranging an offering of its equity securities (the “Securities”) which will be subject to a registration statement (the “Registration Statement”) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the “SEC”) , on terms to be determined by the parties hereto (the “Offering”). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.

CytoDyn Inc. – COMMON STOCK PURCHASE WARRANT CYTODYN INC. (January 31st, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ] (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytoDyn Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

CytoDyn Inc. – SUBSCRIPTION AGREEMENT (January 31st, 2019)

The undersigned (the “Investor”) hereby confirms its agreement with CytoDyn Inc., a Delaware corporation (the “Company”), as follows:

CytoDyn Inc. – SECURITIES PURCHASE AGREEMENT (January 30th, 2019)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 30, 2019, is entered into by and between CYTODYN INC., a Delaware corporation (“Company”), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).

CytoDyn Inc. – SECURITY AGREEMENT (January 30th, 2019)

THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 30, 2019, is executed by CytoDyn Inc., a Delaware corporation (“Debtor”), in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).

CytoDyn Inc. – SECURED CONVERTIBLE PROMISSORY NOTE (January 30th, 2019)

This Note carries an OID of $600,000.00. In addition, Borrower agrees to pay $100,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall be $5,000,000.00 (the “Purchase Price”), computed as follows: $5,700,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender to Borrower by wire transfer of immediately available funds.

CytoDyn Inc. – SUBSCRIPTION AGREEMENT (January 3rd, 2019)
CytoDyn Inc. – EMPLOYMENT AGREEMENT (December 26th, 2018)

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 22 2018 (the “Effective Date”), is by and between CYTODYN INC., a Delaware corporation (the “Company”) and Nitya G. Ray (the “Employee”).

CytoDyn Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POINT NEWCO INC. (November 19th, 2018)

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation, has executed this Amended and Restated Certificate of Incorporation of the Corporation on this 16th day of November, 2018.

CytoDyn Inc. – CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION AGREEMENT (November 19th, 2018)

This CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION AGREEMENT (this “Agreement”), dated as of November 16, 2018 (the “Effective Date”), is by and among CYTODYN INC., a Delaware corporation (“HoldCo”), CYTODYN OPERATIONS INC., a Delaware corporation and wholly owned subsidiary of HoldCo (“OpCo” and together with HoldCo, the “Company”), and me, Dr. Richard G. Pestell.

CytoDyn Inc. – AMENDED AND RESTATED BY-LAWS OF CYTODYN INC. (the “Corporation”) (November 19th, 2018)
CytoDyn Inc. – EMPLOYMENT AGREEMENT (November 19th, 2018)

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 16, 2018 (the “Effective Date”), is by and among CYTODYN INC., a Delaware corporation (“HoldCo”), CYTODYN OPERATIONS INC., a Delaware corporation and wholly owned subsidiary of HoldCo (“OpCo” and together with HoldCo, the “Company”), and Richard G. Pestell (the “Executive”).

CytoDyn Inc. – STOCK RESTRICTION AGREEMENT (November 19th, 2018)

This STOCK RESTRICTION AGREEMENT (this “Agreement”) is made as of November 16, 2018 (the “Effective Date”), by and between CytoDyn Inc., a Delaware corporation (“Company”), ProstaGene, LLC, a Delaware limited liability company (“ProstaGene”), and Dr. Richard G. Pestell (the “Stockholder”).

CytoDyn Inc. – CONVERTIBLE PROMISSORY NOTE AMENDMENT AND RESTATEMENT (November 19th, 2018)

This Convertible Promissory Note Amendment and Restatement (this “Amendment and Restatement”) is entered into as of November 15, 2018, by and between ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership (“Lender”), and CYTODYN INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment and Restatement without definition shall have the meanings given to them in the Note (as defined below).

CytoDyn Inc. – ESCROW AGREEMENT (November 19th, 2018)

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of November 16, 2018, by and among ProstaGene, LLC, a Delaware corporation (“Seller”), CytoDyn Inc. (f/k/a Point NewCo Inc.), a Delaware corporation (“Purchaser”, and together with Seller, sometimes referred to individually as “Party” or collectively as the “Parties”), and Computershare Trust Company, N.A. (the “Escrow Agent”).

CytoDyn Inc. – CONVERTIBLE PROMISSORY NOTE (November 19th, 2018)

This Note carries an OID of $600,000.00. In addition, Borrower agrees to pay $100,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall be $5,000,000.00 (the “Purchase Price”), computed as follows: $5,700,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender to the Borrower by wire transfer of immediately available funds.

CytoDyn Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CYTODYN INC. (November 9th, 2018)

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: