HCWB · HCW Biologics Inc.

The disclosed consulting agreements represent pre-funding commitments tied exclusively to the successful closing of HCW Biologics’ pending S-1 public offering—a condition precedent explicitly stated in both Exhibit 10.1 and Exhibit 10.2. While the total $3.0 million in committed fees signals management’s intent to accelerate market visibility and strategic planning post-financing, the agreements carry no enforceable obligations until the offering closes, introducing execution risk. The marketing engagement with I.R. Agency LLC is narrowly scoped to promotional activities—including company profiles and media distribution—but contains strong legal protections for the consultant, including full indemnification by HCW Biologics for all advertising-related liabilities and a covenant not to sue over stock performance. Notably, the agreement affirms the consultant’s lack of professional licensing and prohibits participation in investor discussions or recommendations—underscoring its non-advisory, non-broker role. Separately, Bowery Consulting Group’s six-month engagement focuses on capital-raising strategy, growth initiatives, and market messaging, with deliverables centered on internal advisory support rather than external promotion. Both agreements reinforce that HCW Biologics is preparing for post-offering operational scaling, but their contingent nature means no cash outflow or service commencement will occur absent the financing close—making the S-1’s progress the decisive near-term catalyst for these arrangements.