SCPX · Scorpius Holdings, Inc.

On May 16, 2024 Scorpius Holdings, Inc. (the "Company") agreed to issue approximately $6 million of securities including shares of its common stock and warrants (the "Warrants") to purchase shares of common stock to certain investors, including Jeffrey Alan Wolf. The combined purchase price of each unit of common stock and accompanying Warrant was $0.10.

On May 16, 2024 Scorpius Holdings, Inc. (the "Company") agreed to issue approximately $6 million of securities including shares of its common stock and warrants (the "Warrants") to purchase shares of common stock to certain investors, including Jeffrey Alan Wolf. The combined purchase price of each unit of common stock and accompanying Warrant was $0.10.

Does not include 26,468 shares held by Mr. Wolf's children's trust (the "Trust"). Mr. Wolf is not the trustee, nor does he claim beneficial ownership of the Trust. Mr. Wolf disclaims beneficial ownership of the shares of Common Stock held by the Trust, Orion (as defined below), and Seed-One (as defined below), except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entities.

These stock options vest pro rata on a monthly basis over a twelve-month period commencing on date of grant.

These stock options vest monthly on a pro rata basis over a twelve-month period commencing on the date of grant.

The options vest 1/3 January 3, 2023 and the balance vests monthly on a pro rata basis over thirty-six months.

The options vest 1/3 January 3, 2023 and the balance vests monthly on a pro rata basis over thirty-six months.

These stock options vest monthly on a pro rata basis over a twelve-month period commencing on the date of grant.

On December 28, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Mr. Wolf on December 13, 2021 covering 231,987 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

The stock options to purchase 231,987 shares of Common Stock vest on the two-year anniversary of the date of grant, subject to the reporting person's continued service to the Company and is subject to forfeiture under certain circumstances.

On December 30, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Dr. Prendergast on December 13, 2021 covering 129,820 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

These stock options vest pro rata on a monthly basis over a twelve- month period commencing 1/13/2022

On December 30, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Dr. Prendergast on December 13, 2021 covering 129,820 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

On December 30, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Mr. Smith on December 13, 2021 covering 32,467 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

On December 28, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Mr. Wolf on December 13, 2021 covering 231,987 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

On December 30, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Mr. Smith on December 13, 2021 covering 32,467 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

These stock options vest pro rata on a monthly basis over a twelve- month period commencing 1/13/2022.

On December 30, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Dr. Monahan on December 13, 2021 covering 32,467 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

On December 30, 2021, the board of directors of Heat Biologics, Inc. (the "Company") rescinded and cancelled stock option awards previously made to Dr. Monahan on December 13, 2021 covering 32,467 shares under the Company's 2018 Stock Incentive Plan (the "Plan") and granted new stock options under the Plan, on substantially similar terms to the rescinded stock options, which new stock options are subject to forfeiture in the event an amendment to increase the number of shares of common stock available for grant under the Plan is not adopted by the Company's stockholders.

These stock options vest pro rata on a monthly basis over a twelve- month period commencing 1/13/2022

The stock options vest pro rata on a monthly basis over the next 12 months.

The stock options vest pro rata on a monthly basis over the next 12 months.

The restricted shares of Heat Biologics, Inc. (the "Company") common stock, par value $0.0002 per share (the "Common Stock"), vest as follows: 1/2 vest immediately and the remaining 1/2 vest and are no longer subject to forfeiture on January 1, 2022, subject to the reporting person's continued service to the Company.

Does not include 3,781 shares held by Mr. Wolf's children's trust (the "Trust"). Mr. Wolf is not the trustee, nor does he claim beneficial ownership of the Trust. Mr. Wolf disclaims beneficial ownership of the shares of Common Stock held by the Trust, Orion (as defined below), and Seed-One (as defined below), except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entities.

The stock options vest pro rata on a monthly basis over the next 12 months.

The stock option vests pro rata on a monthly basis over a four-year period.

The stock options to purchase 393,761 shares of Common Stock vest on the two-year anniversary of the date of grant, subject to the reporting person's continued service to the Company.

The stock options to purchase 65,217 shares of Heat Biologics, Inc. common stock vest immediately.

The restricted shares of Heat Biologics, Inc. (the "Company") common stock, par value $0.0002 per share (the "Common Stock"), vest as follows: 1/2 vest immediately and the remaining 1/2 vest and are no longer subject to forfeiture on the one year anniversary of the date of grant, subject to the reporting person's continued service to the Company.

Does not include 26,468 shares held by Mr. Wolf's children's trust (the "Trust"). Mr. Wolf is not the trustee, nor does he claim beneficial ownership of the Trust. Mr. Wolf disclaims beneficial ownership of the shares of Common Stock held by the Trust, Orion (as defined below), and Seed-One (as defined below), except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entities.

Reflects a one for seven reverse stock split effected on December 11, 2020.

The stock options to purchase 65,217 shares of Heat Biologics, Inc. common stock vest immediately.

The stock options to purchase 147,980 shares of Common Stock vest on the two year anniversary of the date of grant, subject to the reporting person's continued service to the Company.

The 138,272 restricted shares of Heat Biologics, Inc. common stock vest immediately.

Reflects a one for seven reverse stock split effected December 11, 2020.

The stock options to purchase 51,487 shares of Heat Biologics, Inc. common stock vest one third immediately, one third on the one year anniversary of the date of grant and one third vests on the two year anniversary of the date of grant.

These shares of common stock are owned directly by Aristar Ventures III, LLC ("Aristar Ventures III") and indirectly by Aristar Capital Management, LLC, an entity of which Mr. Smith is the managing member and exercises investment discretion. Aristar Capital Management, LLC is the investment manager of Aristar Ventures III. The shares were sold in connection with the dissolution and winding up of Aristar Ventures III, which is nearing the end of its fund life.

Mr. Smith is deemed to beneficially own the shares held by such entities in his role as managing member and his control over the voting and disposition of any shares held by Aristar Ventures III. Mr. Smith disclaims beneficial ownership of the shares of common stock, except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entities.

These options to purchase 1,412,100 shares of Heat Biologics, Inc. common stock were issued to Jeffrey Wolf on August 24, 2020 pursuant to a contractual obligation in his employment agreement that was entered into in 2009. These options fully vested upon grant.

These options to purchase 2,000,000 shares of Heat Biologics, Inc. common stock were issued to Jeffrey Wolf on July 28, 2020 pursuant to a contractual obligation in his employment agreement that was entered into in 2009. These options fully vested upon grant.

The stock options vest pro rata on a monthly basis over 48 months commencing on April 1, 2020.

The stock options vest pro rata on a monthly basis over 48 months commencing on April 1, 2020.

The 400,000 restricted shares of Heat Biologics, Inc. (the "Company") common stock, par value $0.0002 per share, vest as follows: 50% vest immediately, 30% vest on the one year anniversary of the date of grant, 10% vest on the two year anniversary of the date of grant and 10% vest on the three year anniversary of the date of grant, subject to the reporting person's continued service to the Company as a member of the Board of Directors.

The stock option to purchase 150,000 shares of Common Stock vests as follows: 50% vest immediately, 30% vest on the one year anniversary of the date of grant, 10% vest on the two year anniversary of the date of grant and 10% vest on the three year anniversary of the date of grant, subject to the reporting person's continued service to the Company as a member of the Board of Directors.

The stock option to purchase 150,000 shares of Common Stock vests as follows: 50% vest immediately, 30% vest on the one year anniversary of the date of grant, 10% vest on the two year anniversary of the date of grant and 10% vest on the three year anniversary of the date of grant, subject to the reporting person's continued service to the Company as a member of the Board of Directors.