SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2017 • Prima BioMed LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of June 29, 2017 is between Prima BioMed Ltd of Level 12, 95 Pitt Street, Sydney 2000, New South Wales, Australia, an Australian public company incorporated under the laws of the Commonwealth of Australia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Mr. Marc Voigt Chief Executive Officer Prima BioMed Ltd Level 12, 95 Pitt Street, Sydney, 2000 New South Wales, Australia Dear Marc:Prima BioMed LTD • June 29th, 2017 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Prima BioMed Ltd (the “Company”), that Maxim shall serve as the lead placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered American Depositary Shares (the “ADSs”), each evidencing one hundred Ordinary Shares of the Company (the “Ordinary Shares”) and Warrants to purchase ADSs. The terms of the Placement and the ADSs and warrants shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any ADSs or Warrants or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be col
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT PRIMA BIOMED LTDPrima BioMed LTD • June 29th, 2017 • Pharmaceutical preparations
THIS AMERICAN DEPOSITARY SHARES 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 the close of business on the 5.5 year anniversary of the Initial Exercise Date (the “Termination Date”; provided, however that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Prima BioMed Ltd ACN 009 237 889, an Australian public company incorporated under the laws of the Commonwealth of Australia (the “Company”), up to [ American Depositary Shares “ADSs”), each ADS representing 100 ordinary shares, no par value, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one ADS under th
