2,000,000 Shares TVAX BIOMEDICAL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2012 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • California
TVAX Biomedical, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 2,000,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 300,000 additional shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering pursuant to Section 4(b) hereof. The Firm Shares and Option Shares are collectively referred to as the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement, dated as of , 2011, is made by and between TVAX Biomedical, Inc., a Delaware corporation (the “Corporation”), and (the “Indemnitee”).
TVAX BIOMEDICAL, LLC EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2012 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Missouri
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 15th day of January, 2010, is made by and between TVAX Biomedical, LLC, a Missouri limited liability company (“Company”), and Gary W. Wood, an individual (“Executive”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)
This Assignment and Assumption Agreement (this “Assignment”), is entered into as of March 9, 2006, by and between Gary W. Wood, an individual, having an address of 500 West 112th Street, Kansas City, Missouri 64114 (“Assignor”), and TVAX FOUNDERS, LLC, a Missouri limited liability company, having a principal place of business at 500 West 112th Street, Kansas City, Missouri 64114, its successors, legal representatives and assigns (hereinafter “Assignee”).
TVAX BIOMEDICAL, INC. 2011 OMNIBUS EQUITY INCENTIVE PLAN (Adopted December 12, 2011)2011 Omnibus Equity Incentive Plan • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Delaware
COMMENCEMENT DATE MEMORANDUMCommencement Date Memorandum • November 7th, 2011 • TVAX Biomedical, Inc.
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
TVAX BIOMEDICAL, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 7th, 2011 • TVAX Biomedical, Inc. • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 15, 2011, by and among TVAX Biomedical, Inc., a Delaware corporation (the “Company”), TVAX Biomedical I, LLC, a Missouri limited liability company (“Biomedical”), TVAX Investors, LLC, a Kansas limited liability company (“Investors”), and those parties to which Investors distributes Series C Stock or a Series C Warrant (together with Investors, each an “Investor”), the holders of Series A Preferred Stock, the holders of Series B Preferred Stock, the holders of Series C Preferred Stock and the holders of Common Stock and Junior Common Stock and any other party that subsequent to the date hereof executes a signature page to this Agreement as an “Other Stockholder” (collectively with the holders of Series A Preferred Stock, the holders of Series B Preferred Stock, the holders of Series C Preferred Stock, the holders of Common Stock and Junior Common Stock, “Other Stockholders”). The Investors and Othe
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Michigan
THIS TECHNOLOGY TRANSFER AGREEMENT (the “Agreement”) is made and entered into this 18th day of October, 2000, by and between WAYNE STATE UNIVERSITY, a not- for-profit educational institution organized under the laws of the State of Michigan (“WSU”), and GARY W. WOOD, Ph.D., an individual (“WOOD”)
TVAX BIOMEDICAL, LLC AMENDED AND RESTATED WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 7th, 2011 • TVAX Biomedical, Inc. • Missouri
THIS AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of July 15, 2011, among TVAX Biomedical, LLC, a Missouri limited liability company (the “Company”), TVAX Biomedical, Inc. (“Parent”), the Persons listed on the Schedule of Purchasers attached hereto, the holders of the Convertible Warrant listed on the Schedule of Contingent Warrant Holders attached hereto and each of the other holders of Warrants or Underlying Equity, if any, who become a party hereto in accordance with the terms hereof (collectively, the “Purchasers” and individually, a “Purchaser”).
TVAX BIOMEDICAL I, LLC FORM OF PROFITS UNIT GRANT AGREEMENTProfits Unit Grant Agreement • November 7th, 2011 • TVAX Biomedical, Inc. • Missouri
THIS PROFITS UNIT GRANT AGREEMENT, effective , is made by and between TVAX BIOMEDICAL I, LLC, a Missouri limited liability company (the “Company”), and , [a consultant/an employee] for the Company (“Grantee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)
This Assignment and Assumption Agreement (this “Assignment”), is entered into as of March 9, 2006, by and between TVAX FOUNDERS, LLC, a Missouri limited liability company, having an address of 500 West 112th Street, Kansas City, Missouri 64114 (“Assignor”), and TVAX BIOMEDICAL, LLC, a Missouri limited liability company, having a principal place of business at 500 West 112th Street, Kansas City, Missouri 64114, its successors, legal representatives and assigns (hereinafter “Assignee”).
FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT (hereinafter “Amendment”) is made and entered into this day of February, 2006, by and between WAYNE STATE UNIVERSITY, an educational institution organized under the laws and statutes of the State of Michigan (“WSU”), and GARY W. WOOD, PH.D., an individual (“Recipient”).
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Kansas
THIS TECHNOLOGY TRANSFER AGREEMENT (this “Agreement”) is made and entered into this 30th day of June, 1999, by and between UNIVERSITY OF KANSAS MEDICAL CENTER, an educational institution organized under the laws and statutes of the State of Kansas (“KUMC”), UNIVERSITY OF KANSAS MEDICAL CENTER RESEARCH INSTITUTE, INC., a Kansas not-for-profit corporation (“RI”), and GARY W. WOOD, Ph.D., an individual (“Recipient”).
TVAX BIOMEDICAL I, LLC FOURTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • November 7th, 2011 • TVAX Biomedical, Inc.
This Fourth Amended and Restated Operating Agreement (this “Agreement”) is made and entered into as of July 15, 2011 (the “Effective Date”) by and among TVAX Biomedical I, LLC and the persons whose names appear on Exhibit A hereof.
TVAX BIOMEDICAL, INC. FORM OF AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 7th, 2011 • TVAX Biomedical, Inc. • Delaware
THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT, effective [ ],[ ] (the “Date of Grant”), is made by and between TVAX BIOMEDICAL, INC., a Delaware corporation (the “Company”), [ ], an employee of the Company (“Grantee”).
LICENSE AGREEMENTLicense Agreement • November 7th, 2011 • TVAX Biomedical, Inc. • Missouri
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into on the 10th day of August, 2007, by and between GARY W. WOOD, an individual (hereinafter referred to as “Licensor”), and TVAX BIOMEDICAL, LLC, a Missouri limited liability company (hereinafter referred to as “Licensee”).
FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT (hereinafter “Amendment”) is made and entered into this 16th day of February, 2006, by and between UNIVERSITY OF KANSAS MEDICAL CENTER, an educational institution organized under the laws and statutes of the State of Kansas (“KUMC”), University of Kansas Medical Center Research Institute, Inc., a Kansas not-for-profit corporation (“RI”), and GARY W. WOOD, PH.D., an individual (“Recipient”).
