Blueprint





 







Exhibit 10.3



MabVax Therapeutics Holdings, Inc.



11535 Sorrento Valley Rd., Suite 400



San Diego, CA 92121



Phone: (858) 259-9405


 


April
26, 2018


 


 


Re:
Letter Agreement


 


MabVax Therapeutics
Holdings, Inc. (the “Company”) and the
undersigned hereby agree
pursuant to this agreement (this “April 2018 Letter
Agreement”) that:


 




A.


April 2018 Inducement Shares






 


The undersigned, upon delivery to the
Company of the undersigned’s investment in the
Company’s April 2018 private placement of up to $1.0 million
(the “April 2018 Offering”) of at least 40% of the
undersigned’s share of investment in the Company’s
aggregate private placements of $2.75 million in February 2018 (the
“February 2018 Private Placements”), or at least
$300,000 (the “Minimum
Required Investment”), shall be entitled to receive its pro
rata share, along with the other investors in the February 2018
Private Placements who invest in the April 2018 Offering, of up to
1,277,777 shares of common stock equivalents in the form of Series
O Convertible Preferred Stock, the form of which is attached hereto
as Exhibit A, to be fully allocated upon the maximum investment of
$1.0 million, or pro-rata portion thereof if less than $1.0 million
(the “April 2018 Inducement Shares”)
that will include: (A) a beneficial
conversion blocker for any one of the undersigned who beneficially
owns or as a result of any purchases in the April 2018 Offering or
issuances and conversion of the April 2018 Inducement Shares or
otherwise will beneficially own 5% or more of the common stock of
the Company (the “beneficial ownership blocker”) and
(B) a liquidation preference equal to the par value thereof. The
Company shall issue the April 2018 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 the later to occur of (i) issuance of the
April 2018 Inducement Shares and (ii) the date the Securities and
Exchange Commission agrees to begin reviewing future filings of the
Company’s registration statements, file a registration
statement under the Act with respect to the common stock underlying
the April 2018 Inducement Shares, and shall issue such shares
within five (5) business days of closing of the Offering. No April
2018 Inducement Shares shall be required to be issued to the
undersigned in connection with the April 2018 Offering, if the
undersigned does not invest at least 40% of such
undersigned’s investment in the February 2018 Private
Placement, in the April 2018 Offering.


 


In the
event of a liquidation, dissolution or winding up of the Company,
each share of the April 2018 Inducement Shares will be entitled to
a per share preferential payment equal to the par value of $0.01
per share.


 



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.                                          
Investor


 

 


By: 
/s/ J. David
Hansen                                                                  
By: ________________________


Name:  J.
David Hansen               
     
                                           
Name:


Title:  President
and CEO


 


 




 

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Exhibit A – Form of Series O Convertible Preferred
Stock


 


 


 




 

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