EX-4.4





 Exhibit 4.4 

AMENDMENT TO NOTES, TERMINATION OF WARRANTS 

AND SALE OF NEW WARRANTS 

This Amendment to Notes, Termination of Warrants and Sale of New Warrants (this “Amendment”) is entered into this 30th day of November 2022 by and between (a) Agenus Inc., a Delaware corporation, having an address at 3 Forbes Road, Lexington, MA 02421 (the “Borrower”), and (b) Mark Berg
and Nicole Berg, Nicky V LLC and MSB Research Inc. (collectively, the “Signing Purchasers”). 
 WITNESSETH

 WHEREAS, the Borrower and the Required Purchases (as defined below) are parties to that certain Amended and Restated Note
Purchase Agreement dated February 20, 2015, as amended (the “2015 Purchase Agreement”), pursuant to which the Borrower issued to the Purchasers, among other things, 8% senior subordinated notes that mature on February 20,
2022 (the “2015 Notes”), warrants to purchase an aggregate of 1,400,000 shares of Borrower common stock at a price of $5.10 per share that expire on February 20, 2023 (the “2015 Warrants”) and warrants to
purchase an aggregate of 650,000 shares of Borrower common stock at a price of $4.48 per share that expire on February 18, 2025 (the “2020 Warrants”); 

WHEREAS, the parties now wish to (i) extend the term of the 2015 Notes by two years from February 20, 2023 to February 20,
2025, (ii) cancel the 2015 Warrants and the 2020 Warrants and (ii) issue new Warrants to the Purchasers as set forth herein; and 

WHEREAS, Section 5.13(a) of the 2015 Purchase Agreement provides that the 2015 Notes, 2015 Warrants and 2020 Warrants may be amended or
terminated by the Purchasers of Notes (as defined therein) representing at least a majority of the aggregate principal amount outstanding under all of the 2015 Notes (the “Required Purchasers”), and the undersigned Signing
Purchasers constitute the Required Purchasers. 
 NOW, THEREFORE, the parties hereby agree as follows: 

1. Defined Terms. Terms used, but not defined here, shall have the meaning assigned such terms in the 2015 Purchase Agreement. 

2. Termination of 2015 Warrants and Termination of 2020 Warrants. The 2015 Warrants and the 2020 Warrants are hereby terminated in
their entirety. 
 3. Amendment to 2015 Notes. The maturity date for each of the 2015 Notes is hereby extended by two years from
February 20, 2023 to February 20, 2025. 
 4. No other Amendments. The parties acknowledge and agree that, except as set
forth in this Amendment, the 2015 Notes shall remain in full force and effect. 












 5. New Warrants. In consideration of the amendments hereunder, the Borrower shall
issue to the Purchasers warrants to purchase that number of shares of Common Stock of the Borrower (collectively, the “2022 Warrants”) in accordance with such Purchaser’s individual allocation set forth opposite such
Purchaser’s name on Schedule 1 under the headings “Allocation of 2022 A Warrants” and “Allocation of 2022 B Warrants” which warrants shall be in the form attached hereto as Exhibits IA and IB. The 2022 Warrants are deemed to
be issued by, and governed in accordance with, the Purchase Agreement as if they are Warrants issued thereunder. 
 6. Governing Law.
This Amendment shall be governed by and construed in accordance with the laws of the State of New York irrespective of any conflicts of law principles thereof. 

7. Counterparts. This Amendment may be executed in counterparts, which, when taken together, shall constitute one agreement. If any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written. 
 BORROWER: 

AGENUS INC. 
  

			
	By:	 	/s/ Garo H. Armen
		 	Name: Garo H. Armen
		 	Title: Chairman and CEO

 PURCHASERS: 
  

	
	 /s/ Mark Berg

	 Mark Berg

	
	 /s/ Nicole Berg

	 Nicole Berg


 NICKY V LLC 
  

			
	By:	 	/s/ Nicole Berg
		 	Name: Nicole Berg
		 	Title: Owner
	
	MSB RESEARCH INC.
		
	By:	 	/s/ Mark Berg
		 	Name: Mark Berg
		 	Title: President













 Schedule I 

 

									
	 Purchaser
	  	Allocation of
2022 A Warrants	 	  	Allocation of 2022
B Warrants	 
	 Mark Berg and Nicole Berg
	  	 	400,000	 	  	 	200,000	 
	 Alice Saraydarian
	  	 	100,000	 	  	 	50,000	 
	 Nicky V LLC
	  	 	450,000	 	  	 	225,000	 
	 MSB Research Inc.
	  	 	150,000	 	  	 	75,000	 
	 Khalil Barrage
	  	 	50,000	 	  	 	25,000	 
	 E*TRADE Clearing LLC, Custodian FBO: Mark Berg IRA #37098901
	  	 	150,000	 	  	 	75,000	 
		  	  
	  
	 	  	  
	  
	 
		  	 	Total: 1,300,000	 	  	 	Total: 650,000	 













 Exhibit IA 

[Attached] 












 Exhibit IB 

[Attached]