EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2021 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2021, between BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2021 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2021, between BriaCell Therapeutics Corp., a a corporation formed under the laws of the Province of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Securities Purchase AgreementSecurities Purchase Agreement • May 17th, 2024 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2024, between BriaCell Therapeutics Corp., a corporation existing under the Business Corporations Act of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT BriaCell Therapeutics Corp.Common Share Purchase Warrant • May 17th, 2024 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
THIS COMMON SHARE 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 November 17, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 17, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters BRIACELL THERAPEUTICS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BriaCell Therapeutics Corp., (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON SHARE PURCHASE WARRANT BriaCell Therapeutics Corp.Pre-Funded Common Share Purchase Warrant • May 17th, 2024 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE 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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from briacell therapeutics corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP.Security Agreement • June 4th, 2021 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON SHARE 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 date set forth herein (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to Common Shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY LLC BRIACELL THERAPEUTICS CORP. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 2nd, 2024 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
This Placement Agency Agreement (the “Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BriaCell Therapeutics Corp., the “Company”), to act as the exclusive placement agent in connection with the offering (hereinafter referred to as the “Offering”) of up to 5,128,500 units (the “Units”) of the Company, consisting of 5,128,500 Class A Units (as defined below) and 0 Class B Units (as defined below), each consisting of either: (A) one common share, with no par value per common share (each, a “Common Share”) and one warrant (each, a “Warrant”) to purchase one Common Share at an exercise price of $0.85 for a peri
ContractPlacement Agency Agreement • May 17th, 2024 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as sole placement agent, and BriaCell Therapeutics Corp., a British Colombia corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) common shares, no par value (“Common Shares”), (ii) pre-funded warrants to purchase Common Shares (the “Pre-Funded Warrants”) and (iii) warrants to purchase Common Shares (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”). The Common Shares and Warrants actually sold by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and Common Shares issuable upon the exercise of the Warrants shall be offere
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR...Warrant Agreement • September 18th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
THIS WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
PLACEMENT AGENCY AGREEMENT June 3, 2021Placement Agency Agreement • June 4th, 2021 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
FORM OF WARRANT] BRIACELL THERAPEUTICS CORP. Warrant To Purchase Common SharesWarrant Agreement • May 27th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _____________________[HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 5:00 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable Warrant Shares (as defined below), subject to adjustment as provided herein. Except as otherwise defined herein, capitalized terms in this Warrant (as defined herein), including any Warrants issued in exchange, transfer or replacement hereof, shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to pu
UNDERWRITING AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters BRIACELL THERAPEUTICS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BriaCell Therapeutics Corp., (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2020, between BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP.Security Agreement • June 4th, 2021 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
THIS COMMON SHARE 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 7, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ common shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BRIACELL THERAPEUTICS CORP. SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS)Securities Purchase Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2018, between BriaCell Therapeutics Corp., a Company existing under the Business Corporations Act (British Columbia) and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
BRIACELL THERAPEUTICS CORP. SUBSCRIPTION AGREEMENT (COMMON SHARES)Subscription Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • British Columbia
THE COMMON SHARES BEING OFFERED FOR SALE MAY BE PURCHASED BY RESIDENTS OF THE UNITED STATES PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION.
Accelerated Clinical Trial AgreementAccelerated Clinical Trial Agreement • January 21st, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
This Accelerated Clinical Trial (ACTA) Agreement (“Agreement”) is made as of August 31, 2018 (“Effective Date”) by and between University of Miami (“Institution”), having an address at 1320 S. Dixie Highway, Suite 650, Coral Gables, FL 33146, and Cancer Insight, LLC, a limited liability company having its principal place of business at 1422 E Grayson, 3rd Floor, San Antonio, TX 78208 (“CRO”). CRO and Institution are herein referred to collectively as “Parties.” Individually, each of CRO and Institution is a “Party.”
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 23rd, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). In such case, the rights of any beneficial owner in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate, and the Warrant Agent shall give effect to the written certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial i
Clinical Trial AgreementClinical Trial Agreement • October 22nd, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
This Clinical Trial Agreement (“Agreement”) is made on 1/26/2018 (the “Effective Date”) by and between St. Joseph Heritage Healthcare (“Institution”), a California nonprofit public benefit corporation with an address at 200 W. Center Street Promenade, Suite 800, Anaheim, California 92805; Jarrod Holmes, M.D. (“Principal Investigator”), a contractor of Institution with an office located at 3555 Round Barn Circle, Santa Rosa, CA 95403, and Cancer Insight, LLC (“CRO”), a limited liability company having its principal place of business at 110 E. Houston Street, San Antonio, TX 78205. CRO, Institution and Principal Investigator are herein referred to collectively as “Parties.” Individually, each of CRO and Institution is a “Party.”
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 22nd, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:
Master Services AgreementMaster Services Agreement • August 30th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • California
This Master Services Agreement (this “Agreement”) dated March 17, 2017 (the “Effective Date”), between BriaCell Therapeutics Corporation, having a place of business at 820 Heinz Ave., Berkeley, CA 94710 (“Client”) and KBI Biopharma, Inc., having a place of business at 1101 Hamlin Road, Durham, North Carolina 27704 (“KBI Biopharma”) (Client and KBI Biopharma, each a “Party”, and collectively, the “Parties”).
LOAN AGREEMENTLoan Agreement • February 21st, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • Massachusetts
This loan will be repaid in full on March 2, 2020. The Borrower may repay this Loan in full or in part any time before March 2, 2020 without penalty.
Amendment #1 to Services AgreementServices Agreement • August 30th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
This Amendment (“Amendment”) #1 is entered into by and between the Board of Governors of the Colorado State University System, acting by and through Colorado State University, an institution of higher education of the State of Colorado, located at Fort Collins, Colorado 80523-2002 (“University”) and the Sponsor, BriaCell Therapeutics Incorporated (“Sponsor”) (Collectively referred to as “Parties”). This amendment is effective February 1, 2019.
QUALITY AGREEMENT Between BriaCell Therapeutics Corp 820 Heinz Avenue Berkley, CA 94710 And Catalent Pharma Solutions, LLC 14 Schoolhouse Road Somerset, NJ 08873, US (represented by its signing affiliates) For Oral Drug Delivery and Clinical Supply...Quality Agreement • August 30th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
This is a Quality Agreement for ORAL DRUG DELIVERY and CLINICAL SUPPLY SERVICES provided by Catalent Pharma Solutions. This Quality Agreement defines the duties of Catalent Pharma Solutions, LLC (CATALENT/CPS) and BriaCell Therapeutics Corp (CUSTOMER) for the supply of clinical trial materials.
SERVICE AGREEMENTService Agreement • October 22nd, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • Colorado
This Service Agreement (“Agreement”) is entered into by and between The Board of Governors of The Colorado State University System, acting by and through Colorado State University, an institution of higher education of the State of Colorado, located at Fort Collins, Colorado, 80523-2002 (“University”), and the Sponsor, BriaCell Therapeutics Incorporated (“Sponsor”), collectively referred to as “Parties” and is effective 2017 September 1.
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTCooperative Research and Development Agreement • December 10th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
Master Service and Technology AgreementMaster Service and Technology Agreement • May 15th, 2023 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • Pennsylvania
Representative’s Warrant Agreement WARRANT TO PURCHASE COMMON SHARES BRIACELL THERAPEUTICS CORP.Warrant Agreement • December 13th, 2024 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON SHARES (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 December 13, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares, without par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Amendment No. 2 to UNIVERSITY Agreement No. S15-00193VAgreement for Services • October 22nd, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
Parties to this Amendment: The Regents of the University of California, acting for and on behalf of University of California, Davis Health (“UNIVERSITY”).
AGREEMENT FOR SERVICESAgreement for Services • October 22nd, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • California
This Agreement for Services (“Agreement”) is made by and between The Regents of the University of California, a California constitutional corporation, acting for and on behalf of its University of California, Davis Health System (“UNIVERSITY”), and Briacell Therapeutics Corp., a private California corporation, (“COMPANY”). UNIVERSITY and COMPANY are referred to individually as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENT FOR DEBENTURE UNITS (For U.S. Subscribers) BRIACELL THERAPEUTICS CORP.Subscription Agreement • December 10th, 2020 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • Ontario
Provide payment of the purchase price in Canadian dollars by delivering a certified cheque, money order or bank draft made payable to “Bennett Jones LLP in trust for BriaCell Therapeutics Corp.” or by wire to Bennett Jones LLP in trust for BriaCell Therapeutics Corp. at:
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2022 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
THIS AGREEMENT is entered into February 14, 2022, and is effective as of February 16, 2022 by and between BriaCell Therapeutics Corp., a Delaware corporation having an address c/o B.Labs, Floor 4, Lab 432, 2929 Arch Street, Philadelphia, PA 19104 (the “Company”), and Giuseppe Del Priore (“Employee”).
HLA Typing Service AgreementHla Typing Service Agreement • October 22nd, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2022 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • Pennsylvania
THIS AGREEMENT is entered into April 16, 2021 and is effective as of May 26, 2021 by and between BriaCell Therapeutics Corp., a Delaware corporation having an address at 820 Heinz Ave., Berkeley, CA 94710 (the “Company”), and Miguel Lopez-Lago, Ph.D. (“Employee”).
