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
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”).
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”).
