SEC Connect





  EXHIBIT
10.4







 


MabVax
Therapeutics Holdings, Inc.


11535
Sorrento Valley Rd., Suite 400


San
Diego, CA 92121


Phone:
(858) 259-9405


 

May 22, 2017
           
           
           
           
           
           
   



 



 


 


 


Re:
Letter Agreement


 


 


MabVax Therapeutics
Holdings, Inc. (the “Company”) and the
undersigned hereby agree
pursuant to this agreement (this “Letter Agreement”)
that:


 




A.


 Inducement Shares






 


The undersigned, upon delivery to the
Company of suitable evidence acceptable to the Company of the
undersigned’s investment in the Company’s August 2016
public offering and an investment into the Company’s May 2017
public offering (the “Offering”) of at least 50% of the
undersigned’s August 2016 investment (the “Minimum Required
Investment”),
shall be entitled to receive its pro rata share, along with the
other August 2016 investors who invested in the Offering, of 2.61
million shares of common stock (the “Inducement Common
Shares”) provided,
however, that if the undersigned beneficially owns or as a result
of any purchases in the Offering or issuances of the Inducement
Common Shares or otherwise will beneficially own 5% or more of the
common stock of the Company, the undersigned may elect to receive
shares of the Company’s preferred stock containing
“beneficial ownership blocker” provisions and a
liquidation preference equal to the par value thereof (the
“Inducement Preferred Shares” and, together with the
Inducement Common Shares, the “Inducement Shares”) to
be issued by the Company convertible into the pro rata portion of
the Inducement Shares the undersigned would otherwise receive. The
Company shall issue the Inducement Shares as restricted securities,
unless in the opinion of counsel to the Company such shares are
deemed to be registered under the Securities Act of 1933, as
amended (the “Act”) and if not so registered shall
within 30 days of issuance file a registration statement under the
Act with respect to the Inducement Common Shares and the common
stock underlying the Inducement Preferred Shares, and shall issue
such shares within five (5) business days of closing of the
Offering during which time the undersigned may instruct the Company
to issue Inducement Preferred Shares. No Inducement Shares shall be
required to be issued or issued to the undersigned if the
undersigned, in connection with the 2017 Offering, does not invest
at least 50% of such undersigned’s investment in the August
2016 Offering or does not hold on the date of the Offering 100% of
the shares of common stock or Series F Preferred Stock acquired in
the August 2016 offering.


 

 


In the
event the undersigned elects to receive Inducement Preferred
Shares, the Inducement Preferred Shares shall be entitled to a per
share preferential payment equal to the par value of $0.01 per
share. In the event of a liquidation, dissolution or winding up of
the Company, each share of Inducement Preferred Shares will be
entitled to a per share preferential payment equal to the par value
of $0.01 per share.


 




B.

Warrant
Cancellation.






 


The undersigned, if the undersigned
still owns 100% of the common stock or preferred stock purchased in
the August 2016 financing and invests the Minimum Required Investment in the Offering, agrees to the
cancellation of the warrants issued to it in the August 2016
financing that are exercisable at prices of $5.55 and
$6.29.


 




C.

Warrant
Amendment.






 



The undersigned, if the undersigned invested in the Company’s
April 2015 private offering, invested at least 25% of its original
investment from the April 2015 private offering in the Offering and
still hold 100% of its common stock or Series E Preferred Stock
from the April 2015 private offering, agrees to amend the warrants
issued to it in the April 2015 financing to lower the exercise
price from $11.10 per share to $2.00 per share and remove the
cashless exercise provision.


 


 




 








 






 


 



This Letter Agreement shall be governed by the laws of the state of
New York, without giving effect to any conflict of laws provision,
and may not be amended other than through a written agreement
executed by the Company and the undersigned.


 


 


 MabVax Therapeutics Holdings,
Inc.


 


 


By:
________________________


Name:


Title:  


 


 


 


By:  ________________________


Name: 


Title: