REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2016 • Tapimmune Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of August 10, 2016 (the “Effective Date”) between TapImmune Inc. a Nevada corporation (the “Company”), and the persons who have executed the omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), and the persons or entities identified in Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively the “Brokers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 11th, 2016 • Tapimmune Inc • Pharmaceutical preparations • New York
* For purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as a liability.
BROKER WARRANTTapimmune Inc • August 11th, 2016 • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • August 11th, 2016 • Tapimmune Inc • Pharmaceutical preparations • New York
This Warrant Amendment Agreement (the “Agreement”) is made as of August 10, 2016, by and between TapImmune Inc., a Nevada corporation (the “Company”), and each of the warrant holders (each, including its successors and assigns, a “Holder” and collectively, the “Holders”), identified on the signature pages hereto, of certain Series A Warrants, Series C Warrants, Series D Warrants and Series E Warrants to purchase common stock, par value $0.001 per share (the “Common Stock”), of the Company, originally issued by the Company on January 12, 2015.
KATALYST SECURITIES LLC NEW YORK, NY 10019 TEL: 212-400-6993 Member: FINRA & SIPC GP NUREMENKARI INC. NEW YORK, NY 10017 TEL: 212-447-5550 Member: FINRA & SIPC AGENCY AGREEMENTAgency Agreement • August 11th, 2016 • Tapimmune Inc • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC (“Katalyst”) and GP Nurmenkari Inc. (“GPN”), both registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Agents”), shall be engaged by TapImmune Inc., a publicly traded Nevada corporation (hereinafter referred to as the “Company”), to act as independent Agents. Each of the Agents shall be engaged by the Company in connection with the private placement (the “Offering”) of the securities of the Company referred to below (the “Securities”), and GPN shall be engaged by the Company in connection with the exercise of up to Six Million Dollars ($6,000,000) of Series C Warrants and Series C-1 Warrants held by certain warrant holders of the Company (the “Warrant Exercise”). The initial closing of the Offering will be conditioned upon and acceptance of subscriptions for the Minimum Amount (as defined below) and the certain
