MABVAX THERAPEUTICS HOLDINGS, INC. 1,342,858 Shares of Common Stock 1,000,000 Shares of Series G Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2017 • Mabvax Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
MabVax Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Laidlaw & Company (UK) Ltd. (the “Underwriter”), an aggregate of (i) 1,342,858 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and (ii) 1,000,000 authorized but unissued shares (the “Preferred Shares”) of preferred stock, par value $0.01 per share, designated as Series G Preferred Stock (the “Preferred Stock”), to have the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designations”), and to be convertible into an aggregate of 1,000,000 shares of Common Stock (the “Conversion Shares”). The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to a
