0001553350-18-000494 Sample Contracts

UNDERWRITING AGREEMENT between HEAT BIOLOGICS, INC. and as Representative of the Several Underwriters
Underwriting Agreement • May 7th, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • New York

The undersigned, Heat Biologics, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Heat Biologics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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Heat Biologics, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of May 2, 2018
Warrant Agency Agreement • May 7th, 2018 • Heat Biologics, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of May 2, 2018 (“Agreement”), between Heat Biologics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New corporation (the “Warrant Agent”).

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