REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 13, 2022, between Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES midatech pharma plcMidatech Pharma PLC • December 13th, 2022 • Pharmaceutical preparations
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 _________, 202_ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (the “Company”), up to ______ Ordinary Shares (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). This Warr
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations • New York
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES midatech pharma plcMidatech Pharma PLC • December 13th, 2022 • Pharmaceutical preparations
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 _________, 202_ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (the “Company”), up to ______ Ordinary Shares (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).
ARRANGEMENT AGREEMENT BY AND BETWEEN MIDATECH PHARMA PLC AND BIOASIS TECHNOLOGIES INC. DATED AS OF DECEMBER 13, 2022Arrangement Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations • Delaware
This ARRANGEMENT AGREEMENT (this “Agreement”), dated as of December 13, 2022, is made by and between Midatech Pharma plc, a public limited company organized under the laws of England and Wales (“Buyer “), and Bioasis Technologies Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”). Buyer and the Company may be referred to herein from time to time collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December 13, 2022, is between Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TRIPARTITE AGREEMENTTripartite Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations • British Columbia
THIS TRIPARTITE AGREEMENT (this "Agreement") is made as of the 13th day of December, 2022 among Lind Global Macro Fund, LP ("Lind"), biOasis Technologies Inc. ("Bioasis") and Midatech Pharma PLC ("Midatech")
Explanatory NoteExplanatory Note • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations
On December 13, 2022, Midatech Pharma plc (the “Company,” “Midatech,” “we,” “our” or “us”) entered into an arrangement agreement (the “Arrangement Agreement”) with Bioasis Technologies Inc., a corporation existing under the laws of British Columbia, Canada (“Bioasis”). Pursuant to the terms and conditions of the Arrangement Agreement and a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia), on the closing date, (i) we will acquire all of the issued and outstanding common shares of Bioasis (the “Bioasis Shares”) in exchange for our ordinary shares, having nominal value of 0.1p per share (the “Ordinary Shares”) (to be issued in the form of our American Depositary Shares (the “ADSs”)) (the “Share Exchange”), and (ii) Bioasis will become our wholly-owned subsidiary (collectively with the Share Exchange and the transactions contemplated by the Arrangement Agreement (the “Arrangement”). The following are updated risk factors in connection w
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations • England and Wales
THIS TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated __________, 2022, is by and between Bioasis Technologies Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”), and the undersigned securityholder (the “Securityholder”) of Midatech Pharma plc, a public limited company organized under the laws of England and Wales (“Buyer”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations • British Columbia
THIS TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated __________, 2022, is by and between Midatech Pharma plc, a public limited company organized under the laws of England and Wales (“Buyer”), and the undersigned securityholder (the “Securityholder”) of Bioasis Technologies Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”).
