UNDERWRITING AGREEMENT between BRIACELL THERAPEUTICS CORP. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters BRIACELL THERAPEUTICS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, BriaCell Therapeutics Corp., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BriaCell Therapeutics Corp., (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as 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:
PRE-FUNDED COMMON SHARE PURCHASE WARRANT briacell therapeutics corp.Pre-Funded Common Share Purchase Warrant • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON SHARE 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 ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR...Warrant Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations
THIS 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].
BRIACELL THERAPEUTICS CORP. SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS)Securities Purchase Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2018, between BriaCell Therapeutics Corp., a Company existing under the Business Corporations Act (British Columbia) and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
BRIACELL THERAPEUTICS CORP. SUBSCRIPTION AGREEMENT (COMMON SHARES)Subscription Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • British Columbia
THE COMMON SHARES BEING OFFERED FOR SALE MAY BE PURCHASED BY RESIDENTS OF THE UNITED STATES PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION.
BRIACELL THERAPEUTICS CORP. SUBSCRIPTION AGREEMENT (UNITS)Subscription Agreement • November 27th, 2019 • BriaCell Therapeutics Corp. • Pharmaceutical preparations • British Columbia
THE UNITS BEING OFFERED FOR SALE MAY BE PURCHASED BY RESIDENTS OF THE UNITED STATES PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION.
