WARRANT AGREEMENTWarrant Agreement • February 16th, 2021 • 4D Pharma PLC • Pharmaceutical preparations • New York
This Warrant Agreement (this “Agreement”) is made as of August 28, 2018 between Longevity Acquisition Corporation, a British Virgin Islands company, with offices at Suite 906, Tower W1, Oriental Plaza, No. 1 East Chang’an Street, Dongcheng District, Beijing, People’s Republic of China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2021 • 4D Pharma PLC • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 29, 2021(the “Effective Date”) among OXFORD FINANCE LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at [***] and registered with the Luxembourg commercial register under number B243395, acting in respect of its Compartment 4 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and 4D PHARMA PLC, a public limited company incorporated in England and Wales with company number 08840579 and with offices located at [***] (“Parent”), 4D PHARMA RESEARCH LIMITED, a private limited company incorporated in Scotland with offices located at [***] (“Scottish Sub”), 4D PHARMA
STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • January 8th, 2021 • 4D Pharma PLC • Pharmaceutical preparations • Texas
This Strategic Collaboration Agreement ("Agreement"), effective as of the 10th day of November, 2017 ("Effective Date"), is entered into by and between The University of Texas M. D. Anderson Cancer Center, with a place of business located at 1515 Holcombe Blvd., Houston, TX 77030, USA ("MD Anderson"), a member institution of The University of Texas System ("System") and 4D pharma plc with a place of business located at 9 Bond Court Leeds LS1 2JZ, United Kingdom ("Company") (MD Anderson and Company each a "Party" and collectively the "Parties").
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.]4D Pharma PLC • September 14th, 2021 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Lock-Up Agreement October , 2020 4d pharma plc 9 Bond Court Leeds, LS1 2JZ United Kingdom Ladies and Gentlemen:Lock-Up Agreement • January 8th, 2021 • 4D Pharma PLC • Pharmaceutical preparations • New York
change of control of Parent whereby all or substantially all of the shares of Parent Shares are acquired by a third party and is approved by the board of directors of Parent; provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the terms set forth in this Agreement; (g) transfers of the Undersigned’s Securities pursuant to an order of a court or regulatory agency; and (h) transfers of the Undersigned’s Securities pursuant to a domestic order, divorce settlement, divorce decree, or separation agreement; provided however, that in the case of any transfer pursuant to any of the foregoing clauses (a), (b), (c) (d), (e), (f), (g) or (h), the transferee agrees to be bound by the provisions of this Agreement.
Dated td2014 4D PHARMA PLC DUNCAN JOSEPH PEYTON Service Agreement Schofield Sweeney LLP Springfield House 76 Wellington Street Leeds LS1 2AY Tel: 0113 220 6270 (Ref: LSD/3368.43) Contents ClausePage lnterpretation1 Term of Appointment2 Employee...4D Pharma PLC • January 28th, 2021 • Pharmaceutical preparations • England and Wales
This Agreement is datedItJ/-!'>2014 Parties 4d pharma pie incorporated and registered in England and Wales with company number 8840579 whose registered office is at 74 Gartside Street, Manchester M3 3EL (the Company) Duncan Joseph Peyton of 4 Hollin Lane, Leeds LS16 SLZ (the Employee). Operative Provisions Interpretation The definitions and rules of interpretation in this clause 1 apply in this Agreement. Admission the admission of the issued and to be issued share capital of the Company to trading on AIM, the market operated by the London Stock Exchange pie, becoming effective in accordance with the AIM Rules for Companies (published by the London Stock Exchange pie and as amended form time to time); Appointment means the employment of the Employee by the Company on the terms of this Agreement. Board means the board of directors of the Company (including any committee of the board duly appointed by it). Capacity means as agent, consultant, director, employee, owner, partner, sharehold
RESEARCH COLLABORATION AND OPTION TO LICENSE AGREEMENT by and between 4D PHARMA PLC and MERCK SHARP & DOHME CORP.Research Collaboration and Option to License Agreement • January 8th, 2021 • 4D Pharma PLC • Pharmaceutical preparations • England and Wales
This Agreement (this “Agreement”) is effective as of October 7, 2019, (the “Effective Date”) and is entered into by and between 4D Pharma plc, having an address of 9 Bond Court, Leeds LS l 2JZ, United Kingdom (organized and existing under the laws of England and Wales (“Company”) and MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey (“MSD”).
ContractNonresidential Lease Agreement • January 28th, 2021 • 4D Pharma PLC • Pharmaceutical preparations
NONRESIDENTIAL LEASE AGREEMENT In Madrid , on April 7, 2016 Of the one part , INSTITUTO BIOMAR, S.A., a Spanish company, with registered office in Le6n (Spain), at Parque Tecnol6gico de Le6n, Pare M 10.4, 24009 Armunia , registered at the Le6n Conunercial Registry in volume 778, sheet 157, page LE-7540 and with tax identification number A24330292 (the "Lessor "), represented in this act by its director Mr. Marcos Fernandez Ashton , of age, a Spanish national , with domicile for such purposes in calle Jiloca, n° 3, 5° Izquierda , 28016 Madrid , and with national identification number 07221717-Q . It exercises this representative authority pursuant to the resolutions adopted by the board of directors of the Seller on April 6, 2016 . And of the other pati, Of the one pati, 4D PHARMA LEON, S.L.U., a Spanish company, with registered office in Le6n (Spain) , Parque Tecnol6gico de Le6n, Pare M I 0.4, 24009 Armunia , registered at the Madrid Commercial Registry in volume 33,662, sheet 52, sect
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 25th, 2020 • 4D Pharma PLC • Delaware
Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT TO STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • October 7th, 2021 • 4D Pharma PLC • Pharmaceutical preparations • Texas
This AMENDMENT TO THE STRATEGIC COLLABORATION AGREEMENT (“Amendment”) is effective this 24th day of February 2021 (the “Amendment Effective Date”) by and between THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER, with a place of business located at 1515 Holcombe Blvd., Houston, TX 77030, USA (“MD Anderson”), a member institution of The University of Texas System (“System”) and 4D PHARMA PLC, with a place of business located at 9 Bond Court Leeds LS1 2JZ, United Kingdom (“Company”). MD Anderson and Company are sometimes collectively referred to herein as the “Parties” and separately as a “Party.”
Contract4D Pharma PLC • January 28th, 2021 • Pharmaceutical preparations
Exhibit 10.3 15/7068 Books of Council and Session Extract Registered 24 Feb 2015 AGREEMENT CONSTITUTING ALTERATION AND EXTENSION OF LEASE UNIVERSITY COURT OF THE UNIVERSITY OF ABERDEEN G T BIOLOGICS LIMITED
5th FloorService Agreement • October 7th, 2021 • 4D Pharma PLC • Pharmaceutical preparations
ContractAssumption Agreement • February 16th, 2021 • 4D Pharma PLC • Pharmaceutical preparations • New York
ASSUMPTION AGREEMENT dated as of March __, 2021 among 4d pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Longevity Acquisition Corporation, a British Virgin Islands company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and among 4D PHARMA PLC, DOLPHIN MERGER SUB LIMITED and LONGEVITY ACQUISITION CORPORATION OCTOBER 21, 2020Agreement and Plan of Merger • November 25th, 2020 • 4D Pharma PLC • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 21, 2020 (the “date hereof”), is made by and among 4D pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Dolphin Merger Sub Limited, a British Virgin Islands company limited by shares (“Merger Sub”), and Longevity Acquisition Corporation, a British Virgin Islands company limited by shares (the “Company”). The Company, Parent and Merger Sub will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE X below.
