REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of 2015, among the undersigned corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of a minimum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Minimum Offering Amount”) and a maximum of up to Five Million Dollars ($5,000,000) (the “Maximum Offering Amount”) of units (the “Units”) at a purchase price of $0.75 per Unit (the “Purchase Price”) with each Unit consisting of (i) one share (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (or, at the election of any Subscriber who, as a result of the ownership of the Common Stock would hold in excess of 4.99% of the Company’s issued and outstanding Common Stock, shares of Series E Convertible Preferred Stock (the “Preferred
FORM OF COMMON STOCK PURCHASE WARRANT MABVAX THERAPEUTICS HOLDINGS, INC.Mabvax Therapeutics Holdings, Inc. • April 6th, 2015 • 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 Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the thirty (30) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MABVAX THERAPEUTICS HOLDINGS, 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).
TERMS OF LOCKUPTerms of Lockup • April 6th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations
[TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN SUPPLEMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT BY AND BETWEEN THE UNDERSIGNED AND MABVAX THERAPEUTICS, INC. DATED AS OF THE DATE HEREOF, AS MAY BE AMENDED OR REVISED FOLLOWING THE DATE HEREOF]
INDEPENDENT CONSULTING AGREEMENTIndependent Consulting Agreement • April 6th, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • California
This Independent Consulting Agreement (“Agreement”), effective as of April 5, 2015 (“Effective Date”) is entered into by and between MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware corporation (herein referred to as the “Company”) and THE DEL MAR CONSULTING GROUP, INC., a California corporation and ALEX PARTNERS, LLC, a Washington State Limited Liability Corporation (collectively hereinafter referred to as the “Consultants” and each a “Consultant”).
