REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 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 • March 31st, 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. • March 31st, 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).
MABVAX THERAPEUTICS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • March 31st, 2015 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, MabVax Therapeutics, Inc. (the “Company”) has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
