CytoDyn Inc. Sample Contracts

RECITALS
Settlement Agreement • March 12th, 2010 • Cytodyn Inc • Pharmaceutical preparations • California
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 9th, 2018 • CytoDyn Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2018 between CYTODYN INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT CYTODYN INC.
CytoDyn Inc. • July 20th, 2017 • Pharmaceutical preparations

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 September 15, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on September 13, 2021 (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. 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). This Warrant is issued by the Company as of the date hereof pursuant to Section A.2 of the Engagement Agreement, dated as of March 29, 2016, between the Company and Rodman and Renshaw, a unit of H.C. Wainwright & Co., LLC.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 12th, 2016 • CytoDyn Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2016, between CytoDyn Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 12th, 2016 • CytoDyn Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 12, 2016, between CytoDyn Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE WARRANT CYTODYN INC.
CytoDyn Inc. • December 27th, 2019 • Pharmaceutical preparations

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).

ACQUISITION OF ADVANCED GENETIC TECHNOLOGIES, INC. by CYTODYN, INC. AGREEMENT AND PLAN OF ACQUISITION
Cytodyn Inc • February 5th, 2007 • Pharmaceutical preparations • Delaware
FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • January 14th, 2013 • Cytodyn Inc • Pharmaceutical preparations • Colorado

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [ ] day of [ ], 20[ ], by and between CytoDyn Inc., a Colorado corporation (the “Company”), and [insert name] (“Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 29th, 2021 • CytoDyn Inc. • Pharmaceutical preparations • Utah

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 23, 2021, is entered into by and between CYTODYN INC., a Delaware corporation (“Company”), and UPTOWN CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

ARTICLE 2 REPRESENTATIONS AND WARRANTIES
Cytodyn Inc • July 21st, 2006 • Pharmaceutical preparations
EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2020 • CytoDyn Inc. • Pharmaceutical preparations • Washington

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 13, 2019 (the “Effective Date”), is by and between CYTODYN INC., a Delaware corporation (the “Company”) and Craig Eastwood (the “Employee”).

SECURITY AGREEMENT
Security Agreement • April 29th, 2021 • CytoDyn Inc. • Pharmaceutical preparations • Utah

THIS SECURITY AGREEMENT (this “Agreement”), dated as of April 23, 2021, is executed by CytoDyn Inc., a Delaware corporation (“Debtor”), in favor of Uptown Capital, LLC, a Utah limited liability company (“Secured Party”).

Amendment Number 1 To Patent License Agreement
Number • March 21st, 2005 • Cytodyn Inc • Non-operating establishments
AGREEMENT ---------
Personal Services Agreement • September 14th, 2004 • Cytodyn Inc • Non-operating establishments • New Mexico
SUBSCRIPTION AGREEMENT
Subscription Agreement • November 7th, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York
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R E C I T A L S ---------------
Non-Exclusive License Agreement • July 21st, 2006 • Cytodyn Inc • Pharmaceutical preparations • Massachusetts
SUBSCRIPTION AGREEMENT
Subscription Agreement • October 22nd, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

EMPLOYMENT AGREEMENT
Employment Agreement • December 26th, 2018 • CytoDyn Inc. • Pharmaceutical preparations • Washington

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”).

PLACEMENT AGENT AGREEMENT August 12th, 2019
Placement Agent Agreement • August 29th, 2019 • CytoDyn Inc. • Pharmaceutical preparations

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.

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2020 • CytoDyn Inc. • Pharmaceutical preparations • Washington

This Employment Agreement (this “Agreement”), dated as of March 16, 2020 (the ”Effective Date”), is by and between CytoDyn Inc., a Delaware corporation (the “Company”) and Arian Colachis (the “Executive”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 12th, 2016 • CytoDyn Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT
Employment Agreement • October 23rd, 2023 • CytoDyn Inc. • Pharmaceutical preparations • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is effective August 15, 2023 (the “Effective Date”), by and between CYTODYN INC., a Delaware corporation (the “Company”) and TYLER BLOK (the “Executive”).

R E C I T A L S ---------------
Sponsored Research Agreement • July 21st, 2006 • Cytodyn Inc • Pharmaceutical preparations • Massachusetts
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.
Master Services Agreement • August 14th, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York

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”.

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 29th, 2019 • CytoDyn Inc. • Pharmaceutical preparations • New York

cause to be delivered to the Investor one Common Stock Purchase Warrant, in substantially the form attached hereto as Appendix II, evidencing Warrants to purchase the number of Warrant Shares set forth on the Signature Page and (c) the aggregate purchase price for the Shares and Warrants being purchased by the Investor will be delivered by or on behalf of the Investor to the Company.

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