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.”
