REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
UNDERWRITING AGREEMENT between TC BIOPHARM (HOLDINGS) PLC and EF HUTTON division of Benchmark Investments, LLC, as Representative of the Several UnderwritersUnderwriting Agreement • March 8th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
The undersigned, TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended (the “Companies Act”) with company number SC713098 (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or 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:
TC BIOPHARM (HOLDINGS) PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • December 23rd, 2021 • TC BioPharm (Holdings) LTD • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among TC BIOPHARM (HOLDINGS) PLC, a company incorporated under the laws of Scotland (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
UNDERWRITING AGREEMENT between TC BIOPHARM (HOLDINGS) PLC and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters UNDERWRITING AGREEMENT between TC BIOPHARM (HOLDINGS) PLC and EF HUTTON division of...Underwriting Agreement • May 31st, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
The undersigned, TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended (the “Companies Act”) with company number SC713098 (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or 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 • August 30th, 2024 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 28, 2024, between TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES A/SERIES B] WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TC BIOPHARM (HOLDINGS) PLCSecurity Agreement • November 30th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances)
THIS [SERIES A/SERIES B] 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the [___________1 Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TC BIOPHARM (HOLDINGS) PLC, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), up to ______ Ordinary Shares, par value £0.0001 per share (the “Warrant Shares”), represented by _________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall b
SERIES F WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TC BIOPHARM (HOLDINGS) PLCWarrant Agreement • May 8th, 2024 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
THIS SERIES F 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November ____, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TC BIOPHARM (HOLDINGS) PLC, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), up to ______ Ordinary Shares, par value £0.0001 per share (the “Warrant Shares”), represented by _____ ADSs (the ADSs issuable upon exercise of the Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS under this Warrant shall be equal to the Ex
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • January 21st, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
THIS PURCHASE 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].
EXHIBIT A Form of Representative’s Warrant AgreementPurchase Warrant Agreement • January 14th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
THIS PURCHASE 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].
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 8th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of February 10, 2022 (the “Issuance Date”) between TC BioPharm (Holdings) plc, a company incorporated in Scotland, under the law of the United Kingdom (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Warrant Agent”).
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TC BIOPHARM (HOLDINGS) PLCPre-Funded Warrant Agreement • November 30th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances)
THIS PRE-FUNDED 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 the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from TC BIOPHARM (HOLDINGS) PLC, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), up to ______ Ordinary Shares, par value £0.0001 per share (the “Warrant Shares”), represented by _________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2023 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2023, between TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TC BIOPHARM (HOLDINGS) PLCPlacement Agent Agreement • September 29th, 2023 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
THIS PLACEMENT AGENT 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 5, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TC BIOPHARM (HOLDINGS) PLC, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), up to ______ Ordinary Shares, par value £0.0001 per share (the “Warrant Shares”), represented by _____ ADSs (the ADSs issuable upon exercise of the Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS under this Warrant shall be equal to the Ex
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2024 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 13, 2024, between TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2023 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of the ___ day of ____, 2023 and between TC BioPharm (Holdings) plc, a company formed under the laws of Scotland, United Kingdom (“Company”), and ____ (the “Indemnitee”).
ContractIndenture • November 27th, 2024 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [ ], by and between TC Biopharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006 (the “Company”), and [ ], as trustee (the “Trustee”):
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • December 17th, 2024 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
EF Hutton, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached heretoPublic Offering Agreement • January 14th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
