March 9, 2015 STRICTLY CONFIDENTIAL Glynn Wilson, Ph.DChairman & CEO TapImmune, Inc.1551 Eastlake Avenue East, Suite 100Seattle, WA 98102 Dear Dr. Wilson:
EXHIBIT 10.2
March 9, 2015
STRICTLY CONFIDENTIAL
Xxxxx Xxxxxx, Ph.DChairman & CEO
TapImmune, Inc.0000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000Xxxxxxx, XX 00000
Dear Xx. Xxxxxx:
Reference is made to the exclusive engagement letter (the “Engagement Letter”), dated July 29, 2014, as amended January 10, 2015, by and between TapImmune Inc. (the “Company”) and X.X. Xxxxxxxxxx & Co., LLC (“Xxxxxxxxxx”), pursuant to which Xxxxxxxxxx shall serve as the exclusive investment bank of the Company during the “Term” (as defined in the Engagement Letter).
The Company and Xxxxxxxxxx hereby agree to amend the exclusive Engagement Letter in order to reduce the cash fee and Xxxxxxxxxx Warrants issuable to Xxxxxxxxxx in connection with an Offering with the investor set forth on Schedule 3 hereto, closing on or before March 13, 2015. As such, the following sentence shall be added after the last sentence of Section A(1) of the Engagement Letter:
“Notwithstanding anything herein to the contrary, solely with respect to the Offering with the investor set forth on Schedule 3 hereto, closing on or before March 13, 2015, Xxxxxxxxxx agrees to reduce its cash fee to from 7% to 3.5% of the gross proceeds from such Offering and to reduce the number of Xxxxxxxxxx Warrants from 5% to 2.5% of the aggregate number of shares of Common Stock placed in such Offering (if the Securities are convertible or include a “greenshoe” or “additional investment” option component, such shares of Common Stock underlying such Securities or options).”
Except as expressly set forth above, all of the terms and conditions of the exclusive Engagement Letter shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined terms used herein but not defined herein shall have the meanings given to such terms in the exclusive Engagement Letter.
This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
[SIGNATURE PAGE TO EA AMENDMENT FOLLOWS]
000 Xxxx Xxxxxx x Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx
Member: FINRA/SIPC
IN WITNESS WHEREOF, this agreement is executed as of the date first set forth above.
Very truly yours,
X.X. XXXXXXXXXX & CO., LLC
By /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: CEO
Accepted and Agreed:
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: CEO
[Signature Page to TPIV Engagement Letter Amendment #2]
Schedule 3
Investor: Eastern Capital Limited
