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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2022 • TC BioPharm (Holdings) PLC • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”), dated as of November 27, 2022, is 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
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).
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TC BIOPHARM (HOLDINGS) PLCPlacement Agent 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 May 30, 2028 (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 equa
