Tiziana Life Sciences PLC Sample Contracts

OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • October 25th, 2024 • Tiziana Life Sciences LTD • Pharmaceutical preparations • New York
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TIZIANA LIFE SCIENCES LTD. Common Shares ($0.001 par value per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • September 1st, 2023 • Tiziana Life Sciences LTD • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 1st, 2024 • Tiziana Life Sciences LTD • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this” Agreement”) is dated as of October 30, 2024, between Tiziana Life Sciences Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, “Purchaser”).

UNDERWRITING AGREEMENT
Underwriting Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations • New York
TIZIANA LIFE SCIENCES PLC Up to $20,000,000 American Depositary Shares, each Representing Five Ordinary Shares ATM Sales Agreement
Atm Sales Agreement • April 14th, 2020 • Tiziana Life Sciences PLC • Pharmaceutical preparations • New York

Tiziana Life Sciences plc, a public limited company incorporated under the laws of England and Wales with registered number 03508592 (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity” or the “Agent”), as follows:

AGREEMENT OF LEASE between SLG Graybar Mesne Lease LLC Landlord and Tiziana Life Sciences PLC Tenant Dated as of August 2, 2016 Suite 2525-28 420 Lexington Avenue New York, New York
Lease Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations

LEASE (this “Lease”) made as of the 2nd day of August 2016 between SLG Graybar Mesne Lease LLC having an office c/o SL Green Realty Corp., at 420 Lexington Avenue, New York, New York, 10170, hereinafter referred to as “Landlord”, and Tiziana Life Sciences PLC, a United Kingdom public limited company having an office at 18 South Street, Mayfair, London W1K 1DG, United Kingdom, hereinafter referred to as “Tenant”.

LICENSE AND SUBLICENSE AGREEMENT
License and Sublicense Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations • England and Wales

This License and Sublicense Agreement (“Agreement”) is made effective as of December 19th, 2014 (“Effective Date”) by and between on the one hand NovImmune S.A., 14 Chemin des Aulx, 1228 Plan les Ouates, Geneva, Switzerland (“Licensor”), and Tiziana Life Sciences Plc, 18 South Street, Mayfair, London, W1K 1DG, UK (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” arid together as the “Parties.”

EXHIBIT A Form of Representative’s Warrant Agreement
Representative’s Warrant Agreement • July 17th, 2019 • Tiziana Life Sciences PLC • Pharmaceutical preparations

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY 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 ____, 2020 [THE DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 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 Tiziana Life Sciences plc, a public limited company incorporated in England and Wales (the “Company”), up to ______ Ordinary Shares of nominal value of £0.03 each, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), represented by _____ American Depositary Shares (“ADSs”) as subject to adjustment hereunder, and the

SERVICE AGREEMENT 1
Service Agreement • August 5th, 2019 • Tiziana Life Sciences PLC • Pharmaceutical preparations
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 1st, 2024 • Tiziana Life Sciences LTD • Pharmaceutical preparations • New York
AMENDMENT TO LEASE AGREEMENT
Lease Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations • Pennsylvania

THIS FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is dated as of the 6 December 2017 between BUCKS COUNTY BIOTECHNOLOGY CENTER, INC., a Pennsylvania nonprofit corporation (“Lessor”) and TIZIANA THERAPEUTICS INC (“Lessee”) (collectively, the “Parties”).

EXHIBIT A Form of Representative’s Warrant Agreement
Warrant Agreement • August 5th, 2019 • Tiziana Life Sciences PLC • Pharmaceutical preparations

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY 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 ____, 2020 [THE DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE (as defined below)] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 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 Tiziana Life Sciences plc, a public limited company incorporated in England and Wales (the “Company”), up to ______ Ordinary Shares of nominal value of £0.03 each, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), represented by _____ American Depositary Shares (“ADSs”) as subject to adjustment hereunder, and t

LICENSE AND SUBLICENSE AGREEMENT
License Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations • England and Wales

This License and Sublicense Agreement (“Agreement”) is made effective as of December 22, 2016 (“Effective Date”) by and between on the one hand NovImmune S.A., 14 Chemin des Aulx, Plan les Ouates, Geneva, Switzerland (“Licensor”), and Tiziana Life Sciences, 18 South Street, Mayfair, London, W1K 1DG, UK (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties.”

DATED 29 June, 2018 HYDE PARK RESIDENCE LIMITED (1) AND TIZIANA PHARMA LIMITED (2) LEASE RELATING TO SUITE 14A, 55 PARK LANE, LONDON, W1K 1NA Lewis Silkin LLP 5 Chancery Lane Clifford’s Inn London EC4A 1BL Ref: PB8093/403.139
Lease Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations

Building The building known as 55 Park Lane, London WIK 1NA of which the Premises form part and described in more detail in Part 1 of the First Schedule

Dated 2022
Lease Agreement • April 26th, 2023 • Tiziana Life Sciences LTD • Pharmaceutical preparations

LR3. Parties to this lease : Landlord CLERVILLE INVESTMENT MANAGEMENT LLP registered in England and Wales with company registration number OC333739 whose registered office is at 14-15 Conduit Street, London, W1S 2XJ

EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: A225080 BWH Case No: BWH 24334
Exclusive Patent License Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations • Massachusetts

This Exclusive Patent License Agreement (“Agreement”) is made as of the last signature date of this Agreement, (“Effective Date”), by and between Tiziana Pharma Ltd., a company incorporated in England and Wales, having a principal place of business at 3rd Floor, 11-12 St. James Square, London, United Kingdom SW1Y 4LB (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.

LICENSE AGREEMENT
License Agreement • August 23rd, 2018 • Tiziana Life Sciences PLC • Pharmaceutical preparations • England and Wales

This License Agreement (“Agreement”) by and between Nerviano Medical Sciences, Viale Pasteur 10, Nerviano, Milano, Italy ( “Licensor” or “NMS”), and Tiziana Life Sciences Plc, 18 South Street, Mayfair, London W1K 1DG, United Kingdom (“Licensee” or “TIZIANA”) is made effective as of the date that the Agreement is signed by the last Party to sign below (“Effective Date”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties.”

LEASE AGREEMENT
Lease Agreement • April 26th, 2023 • Tiziana Life Sciences LTD • Pharmaceutical preparations • Pennsylvania

THIS LEASE AGREEMENT (the “Lease”), made this 29th day of August, 2022, by and between Tiziana Life Sciences Ltd (hereinafter referred to as Lessee) and Tabor Farms, LLC a Pennsylvania Limited Liability Corporation (hereinafter referred to as Lessor).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 4th, 2020 • Tiziana Life Sciences PLC • Pharmaceutical preparations • New York
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