Exhibit 10.1


 


TRANSITION SERVICES AGREEMENT


 


This Transition Services
Agreement (this “Agreement”), effective as of November 1, 2018 (the “Effective Date”), is
entered into by and between Midatech Pharma PLC, a company formed under the laws of England and Wales (“Provider”),
Midatech Pharma US Inc., a Delaware corporation (“Company”), and Kanwa Holdings, LP, a Delaware limited partnership
(“Purchaser,” and collectively with the Company, the “Purchaser Parties”). Capitalized terms
used in this Agreement and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in that
certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of September 26, 2018, by and among Purchaser,
Provider and the Company.


 


STATEMENT OF PURPOSE


 


A.       Pursuant
to the Purchase Agreement, Purchaser has agreed to purchase from Provider, and Provider has agreed to sell to Purchaser, all of
the capital stock of the Company for the consideration and on the terms and conditions set forth in the Purchase Agreement (the
“Transaction”).


 


B.       In
connection with the transactions contemplated by the Purchase Agreement, the parties desire that Provider provide Company with
certain transition services under the terms and subject to the conditions set forth in this Agreement.


 


ARTICLE
I



Provision of Services


 


1.1       General
Intent. The Purchaser Parties acknowledge and understand that the Services (as defined below) provided hereunder are transitional
in nature and are furnished by Provider solely for the purpose of facilitating the Transaction and the operation of the Company
for a limited period of time after the Closing Date, as set forth herein. Company will, and Purchaser shall cause it to, use commercially
reasonable efforts to make a transition to its own internal organization or any other third-party suppliers for the Services as
promptly as practicable.


 


1.2       Services
to Be Provided.


 


(a)       On
the terms and subject to the conditions of this Agreement, the Provider shall provide, or shall cause one or more of its Affiliates
or Subcontractor (as defined below) to provide, the Company with each of the services described in Annex A (the
“Initial Services”) during the Transition Period (unless a lesser time is set forth in Annex A
or otherwise agreed in writing by the parties) and, subject to subsection (b) below, upon the request of the Company, certain
additional services to the extent such additional services were actually provided to the Company by the Provider (or its Affiliates)
as of immediately prior to the Closing Date (the “Additional Services”, and together with the Initial Services,
the “Services”). For the avoidance of any doubt, any Services provided by the Provider, its Affiliates or Subcontractors
shall be provided to Company in substantially the same manner and to substantially the same extent as provided by the Provider
(or its Affiliates) to the Company as of Closing (including with respect to the jurisdictions in which any Service is provided).


 


(b)       In
addition to the Initial Services, Company may request the Additional Services, on commercially reasonable terms, and the parties
agree to negotiate in good faith the terms and conditions (including the cost to the Company of such Additional Services) upon
which such Additional Services will be provided and to amend Annex A as necessary upon mutual agreement with respect
to such Additional Services; provided, however, that the term for providing any Additional Service requested shall
not extend beyond the end of the Transition Period.


 



    	 	 	 



    	 



    

 




(c)       THIS IS A SERVICE AGREEMENT. EXCEPT
AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES, AND THERE ARE NO IMPLIED WARRANTIES OR GUARANTIES,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.


 


1.3       Limitation
on Services. In connection with the performance of Services, the Provider will have no obligation to (a) upgrade, enhance
or otherwise modify any computer hardware, software or network environment currently used (other than software updates in the ordinary
course of business), (b) provide any support or maintenance services for any computer hardware, software or network environment
that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environment that is currently
used (other than software updates in the ordinary course of business), (c) convert from one format to another any business
data for use by Company or any other Person in connection with the Services or otherwise, (d) acquire, lease or license additional
or replacement systems, equipment or software, or (e) pay any expenses on the Company’s behalf other than with funds provided
in advance to Provider.


 


1.4       Quality,
Quantity and Manner of Performance. Provider shall, and shall cause its Affiliates or other Persons acting on its behalf
or at its direction to, use the same degree of care, skill, prudence, and other services levels in rendering Services to Company
under this Agreement as the Provider (or its Affiliates) utilizes in rendering such services for its own and its Affiliates’
operations. The quantity of each Service to be provided will be that which Company may reasonably require for the operation of
the Company in the ordinary course of business consistent in all material respects with corresponding services which were provided
in connection with the operation of the Company prior to the Closing.


 


1.5       Personnel.
Provider shall make available to Company such personnel that have the capacity, skill, and expertise necessary to provide the Services.
For avoidance of doubt, any Person providing Services under this Agreement will continue to be an employee, agent, or independent
contractor of Provider or its Affiliates (or a permitted Subcontractor under Section 1.6), and under no circumstances will
any such Person be treated as an employee, agent, or independent contractor of Company.


 


1.6       Subcontractors.
With Company’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned, Provider will have
the right, directly or through one or more Affiliates, to hire or engage one or more subcontractors or other third parties (each,
a “Subcontractor”), to perform all or any of Provider’s obligations under this Agreement. Provider shall
take reasonable measures to ensure each Subcontractor complies with the terms of this Agreement in relation to the provision of
the Services, and shall be responsible for any acts or omissions taken or not taken by any such permitted Subcontractor, including
any confidentiality obligations specified in this Agreement.


 






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1.7       Service
Shortfall.


 


(a)       If
Company shall provide the Provider with written notice (a “Shortfall Notice”) of the occurrence of any Significant
Service Shortfall (as defined below), Provider shall rectify such Significant Service Shortfall as soon as reasonably practicable
following its receipt of a Shortfall Notice. If such Significant Service Shortfall is not rectified within fourteen (14) days of
receipt of the Shortfall Notice, Company may obtain replacement services from a third party. The reasonable out-of- pocket cost
of any such replacement services, less the amount the Company would have paid for such services under this Agreement, will be paid
by the Provider within five (5) Business Days of Provider’s receipt of an invoice from Company for such replacement services.
If the Company chooses to obtain the replacement services, (i) the Company may terminate the affected Services upon notice and
the Provider will no longer provide such Services to the Company, provided, however, that Provider shall remain liable for reimbursement
of Company’s out-of-pocket expenses for such replacement services as provided above, or (ii) after the Provider remedies
the Significant Service Shortfall, the Company may request the Provider resume providing the affected Services.


 


(b)       A
“Significant Service Shortfall” shall be deemed to have occurred if the quality or performance falls below the
standard required in Section 1.4.


 


1.8       Termination
or Reduction of Scope of Services. Company acknowledges and agrees that it shall, and Purchaser shall cause it to, use
commercially reasonable efforts to, as promptly as reasonably practicable, replace and undertake the Services provided by Provider
under this Agreement for its own account. Company shall have the right to direct that all of the Services within an entire category
(“Category”) of Services as shown on Annex A or a specific sub-category or line item of Services
within a Category of Services as shown on Annex A, be terminated effective on a date established by Company.
Upon such request from Company, Provider agrees to discuss in good faith appropriate reductions to the relevant Service charges,
if any, in light of all relevant factors including the costs and benefits to Provider of any such reductions. Annex A
shall be updated to reflect any agreed-upon reduced Service.


 


1.9       Cooperation.
The Company shall provide the Provider with any Records of the Company, and will cause the employees of Company and its Affiliates
to furnish all information reasonably requested by the Provider, to the extent necessary for the Provider to satisfy its obligations
under this Agreement.


 


1.10       Transition
Services Manager. Provider appoints and designates Nick Robbins-Cherry to act as its initial services manager (“Provider’s
Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Services and will
have authority to act on the Provider’s behalf with respect to matters relating to this Agreement. Provider’s Services
Manager will work with the Company’s personnel to periodically address issues and matters raised by the Company related to
this Agreement.




 



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ARTICLE
II



Fees and EXPENSES


 


2.1       Fees.Provider
shall provide the Initial Services for no fee during the first six months of this Agreement. To the extent the Company continues
to require any Services during the period beginning on the date that is six (6) months following the Closing, the Company shall
pay to Provider a fee of $5,000 a month for any Services following such date through the date that is twelve (12) months following
the Closing. To the extent the Company continues to require any Services during the period beginning on the date that is one (1)
year following the Closing, the Company shall pay to Provider a fee of $10,000 a month for any month during which Services are
to be performed. Any fees owed to the Provider pursuant to this Section 2.1 shall not be owed if, during any such month a fee is
owed, the PDUFA Waiver has not been satisfactorily resolved. Notwithstanding anything herein to the contrary, nothing in this Section
2.1 shall imply that the Provider has any obligation to provide Services for any period other than during the Transition Period
or if this Agreement has been terminated in accordance with its terms.


 


2.2       Expenses.The
Company shall reimburse the Provider on a monthly basis for reasonable out-of-pocket expenses actually incurred by the Provider
or its Affiliates (e.g., amounts paid to third-party vendors) in the course of providing the Services; provided that any
such individual expense greater than $5,000 or cumulative monthly expenses greater than $20,000 must be approved by the Purchaser
Parties prior to incurrence of such expense (such approvals not to be unreasonably withheld).


 


2.3       Taxes.The
Company shall be responsible for all sales or use taxes imposed or assessed as a result of the provision of Services by Provider.


 


2.4       No
Right of Setoff. Each of the parties hereby acknowledges that it shall have no right under this Agreement to offset any
amounts owed (or to become due and owing) to the other party, whether under this Agreement, under the Purchase Agreement or otherwise,
against any other amount owed (or to become due and owing) to it by the other party.


 


ARTICLE
III



Representations and Warranties


 


3.1       Representations
and Warranties of Provider. Provider hereby represents and warrants to Company that:


 


(a)       The
execution and delivery by the Provider of, and the consummation by the Provider of the transactions contemplated by, this Agreement,
and compliance with the terms hereof by the Provider, do not and shall not: (I) (w) conflict with or result in a breach of the
terms, conditions or provisions of, (x) constitute a default under, (y) give any third party the right to modify, terminate or
accelerate any obligation under, or (z) result in a violation of the charter or organizational documents of the Provider, any law
or order to which the Provider is subject or any contract (whether written or oral) to which the Provider is party or subject;
or (II) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any governmental body or authority pursuant to the charter or organizational documents of the Provider, any law or order to which
the Provider is subject or any contract (whether written or oral) to which the Provider is subject.


  



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(b)       The
Provider has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver
this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder.


 


(c)       The
Provider shall perform the Services pursuant to this Agreement in a manner that complies with all applicable laws and orders or
other actions or requirements of any governmental body or authority and standards and governmental orders and applicable ordinances
whatsoever.


 


3.2       Representations
and Warranties of the Purchaser Parties. Each of the Purchaser Parties hereby represent and warrant to the Provider that:


 


(a)       The
execution and delivery by each of the Purchaser and the Company of, and the consummation by the Purchaser and the Company of the
transactions contemplated by, this Agreement, and compliance with the terms hereof by the Purchaser and the Company, do not and
shall not: (I) (w) conflict with or result in a breach of the terms, conditions or provisions of, (x) constitute a default under,
(y) give any third party the right to modify, terminate or accelerate any obligation under or (z) result in a violation of the
charter or organizational documents of the Purchaser or the Company, any law or order to which the Purchaser or the Company is
subject or any contract (whether written or oral) to which the Purchaser or the Company is party or subject; or (II) require any
authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any governmental body
or authority pursuant to the charter or organizational documents of the Purchaser or the Company, any law or order to which the
Purchaser or the Company is subject or any contract (whether written or oral) to which the Purchaser or the Company is subject.


 


(b)       Each
of the Purchaser and the Company have all requisite corporate or limited partnership power and authority, as the case may be, and
has taken all action necessary, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to
perform its obligations hereunder.


 


ARTICLE
IV



Term and Termination


 


4.1       Term
of Agreement. The term of this Agreement will commence on the Effective Date and will continue (unless sooner terminated
pursuant to the terms hereof) for a period of 12 months or such shorter period as may be provided in this Agreement (including
as noted in Annex A) with respect to particular Services (the term of this Agreement is referred to as, the
“Transition Period”). The Transition Period may be extended by Company and Provider only by mutual written consent.


 


4.2       Termination
Upon Breach.


 


(a)       Company
may terminate this Agreement, upon written notice to the Provider, in the event of a material breach of this Agreement by the Provider
that has not been cured within thirty (30) days from the date of receipt by the Provider of written notice from Company of such
breach, or if not able to be cured within said 30-day period, significant steps to cure have not been taken by the Provider within
that period.


 


(b)       The
Provider may terminate this Agreement, upon written notice to Company, in the event of a material breach of this Agreement by Company
that has not been cured within thirty (30) days from the date of receipt by Company of written notice from the Provider of such
breach, or if not able to be cured within said 30-day period, significant steps to cure have not been taken by Company within that
period. For the avoidance of doubt, non-payment by the Company for a Service provided by Provider in accordance with this Agreement,
including reimbursement of any fees or expenses, and not the subject of a good faith dispute shall be deemed a “material
breach” for purposes of this Section 4.2.




 



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(c)       Notwithstanding
any other provision in this Agreement stating or implying the contrary, whether this Agreement is terminated by the Provider or
the Company, the Company will remain liable for the payment of fees and expenses it is obligated for under this Agreement accruing
for the period prior to termination even though such fees or expenses may not become due until after termination.


 


ARTICLE
V



Additional Agreements


 


5.1       Equipment;
Management and Control; Access to Premises.


 


(a)       All
procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by the Provider and any of its
Affiliates in connection with the provision of Services hereunder, which are the property of the Provider or its Affiliates, will
remain the property of the Provider and its Affiliates and, except as otherwise provided in this Agreement, the Purchase Agreement
or any other agreement between the relevant parties pertaining to such equipment, will at all times be under the sole direction
and control of the Provider and its Affiliates.


 


(b)       Except
as otherwise provided in this Agreement, and subject to the Provider providing, or causing the provision of, Services in accordance
with this Agreement and the Company’s compliance with the terms of this Agreement, the management of, and control over, the
provision of the Services (including the determination or designation at any time of the equipment, employees and other resources
of the Provider and its Affiliates to be used in connection with the provision of the Services) will reside solely with the Provider.


 


(c)       The
Provider shall be able to conduct any routine maintenance, update and fix to its IT Systems, accounting systems or other systems
outside of normal business hours. Such maintenance, update or fix shall not be considered a Significant Service Shortfall as long
as any outage does not extend for more than 24 hours.


 


(d)       The
Company agrees that it shall provide to Provider’s employees and any third-party service providers or Subcontractors of Provider
access to the facilities and personnel of the Company during the Company’s regular business hours following reasonable advance
notice, to the extent necessary for the completion of the Services.


 


5.2       Third-Party
Agreements. To the extent that any third-party proprietor of information or software or other intellectual property rights
to be disclosed or made available to Company in connection with performance of the Services hereunder requires a specific form
of non-disclosure, license or service agreement as a condition of its consent to use of the same for the benefit of Company or
to permit Company access to such information or software, Company will execute (and will cause Company’s employees to execute,
if required) any such form to the extent such form is reasonably acceptable to Company. To the extent that any additional fees
are requested by any such third-party proprietor for such consents, the Company will be responsible for such fees; provided that
if the Company does not consent to paying a particular fee, then Provider shall be relieved of its obligation to provide the Services
with respect to that particular matter.


 



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5.3       Information
Security. If Provider (or any Subcontractor used by Provider to provide Services hereunder) is given access to the
IT Systems of the Company in connection with the delivery of Services, the Provider shall, and shall cause each of its Affiliates
and Subcontractors to, limit such access to use in connection with the delivery of the Services hereunder and shall comply with
all reasonable security requirements of Company (to the extent these are disclosed in writing to the Provider) applicable to such
access and use and shall not, and shall use commercially reasonable efforts to cause each of its Affiliates and Subcontractors
not to, tamper with, compromise or circumvent any security or audit measures employed by Company. Without limiting the foregoing,
each party agrees it will not attempt to access data of the other party except as necessary to perform its obligations or receive
the benefits of this Agreement.


 


5.4       Confidentiality.


 


(a)       Each
party agrees that it will hold, keep confidential and not use or disclose, and each party will cause each of its Affiliates and
each of its and their officers, directors, representatives, agents and employees to hold, keep confidential and not disclose, all
information relating to the business of another party disclosed to it by reason of this Agreement, including information it may
receive as a result of system access during the term of this Agreement (the “Confidential Information”) for
a period of five (5) years from the Effective Date, and will not, directly or indirectly, disclose any such Confidential Information
to any third party unless legally compelled to disclose such information; provided, that to the extent that a person receiving
Confidential Information hereunder may become legally compelled to disclose any Confidential Information, such person (i) may only
disclose such information if it has afforded the other party the opportunity to obtain an appropriate protective order or other
satisfactory assurance of confidential treatment for the information required to be so disclosed, and (ii) if such protective order
or other remedy is not obtained, or the other party waives in writing such person’s compliance with the provisions of this
Section 5.4, they will only furnish that portion of the Confidential Information which is legally required to be so disclosed.


 


(b)       As
used in this Agreement, “Confidential Information” does not include any information which (i) is or becomes
generally available to the public other than as a result of a disclosure by a party hereto, its Affiliates or any person acting
on behalf of any such Person of its own information, or (ii) becomes available to a party hereto or its Affiliates on a non-confidential
basis, provided that such source was not known by such party or its Affiliates to be bound by a confidentiality agreement with,
or other contractual, legal or fiduciary obligation of confidentiality to, such other party to this Agreement or its Affiliates
with respect to such information.


 


ARTICLE
VI



Liability


 


6.1       Limitation
of Liability. In no event shall Provider have any liability under any provision of this Agreement for any amount individually
or collectively with other claims in excess of $75,000 or for any punitive, incidental, consequential, special or indirect damages,
including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach
of this Agreement, or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort
or otherwise, and whether or not arising from the other party’s sole, joint, or concurrent negligence, strict liability,
criminal liability or other fault. The Purchaser Parties acknowledge that the Services to be provided hereunder are subject to,
and that its remedies under this Agreement are limited by, the applicable provisions of Article I, including the limitations on
representations and warranties with respect to the Services.


 



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6.2       Indemnification
for Services.


 


(a)       The Provider
shall indemnify, defend and hold harmless the Purchaser Parties and each of their respective Representatives (collectively, the
“Purchaser Indemnified Parties”) from and against any and all Damages incurred by the Purchaser Indemnified
Parties as a result of any claim by a third party arising out of or resulting from the gross negligence or willful misconduct of
Provider or its Affiliates or any third party that provides a Service to the Company, except to the extent such Damages arise from
a Purchaser Party’s own employees’ fraud, gross negligence, willful misconduct, any breach of this Agreement, or any
material violation by such Purchaser Party of applicable law.


 


(b)       Subject
to the limitations set forth in Section 6.1, the Purchaser Parties shall indemnify, defend and hold harmless the Provider, its
Affiliates and each of their respective Representatives (collectively, the “Provider Indemnified Parties”) from
and against any and all Damages incurred by the Provider Indemnified Parties as a result of any claim by a third party arising
out of or resulting from the gross negligence or willful misconduct of a Purchaser Party, except to the extent such Damages arise
from Provider’s own employees’ fraud, gross negligence, willful misconduct, any breach of this Agreement, or any material
violation by Provider of applicable law.


 


(c)       “Damages”
shall have the meaning given to it in the Purchase Agreement, provided, however, that any further limitations on Damages set forth
in this Agreement shall apply.


 


(d)       
Procedures for indemnification shall be as set forth in Article IX of the Purchase Agreement.


 


ARTICLE
VII



Miscellaneous


 


7.1       Relationship
of Parties. Except as specifically provided in this Agreement, neither party will (a) act or represent or hold itself
out as having authority to act as an agent or partner of the other party, or (b) bind or commit in any way the other party
to any obligations or agreement. Nothing contained in this Agreement will be construed as creating a partnership, joint venture,
agency, trust, fiduciary relationship or other association of any kind, each party being individually responsible only for its
obligations as set forth in this Agreement. The parties’ respective rights and obligations hereunder will be limited to the
contractual rights and obligations expressly set forth in this Agreement on the terms and conditions set forth in this Agreement.


 


7.2       Notices.
All notices and other communications hereunder will be in writing and shall be in writing and shall be deemed given: (a) on the
date established by the sender as having been delivered personally; (b) on the date delivered by a private courier as established
by the sender by evidence obtained from the courier; (c) on the date sent by facsimile, with confirmation of transmission, if sent
during normal business hours of the recipient, if not, then on the next Business Day; (d) on the fifth (5th) day after the date
mailed, by certified or registered mail, return receipt requested, postage prepaid; or (e) on the date sent by e-mail or other
electronic communication, including in .pdf form. Such communications, to be valid, must be addressed as follows:


  




	If to Purchaser or Company:	Midatech Pharma US Inc.
	 	8601 Six Forks Road
	 	Suite 400
	 	Raleigh, NC 27615
	 	Attention: John Petrolino
	 	Email: John.Petrolino@midatechpharmaus.com



 






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	With a copy to: (which copy:	Kanwa Holdings, LP
	shall not constitute notice)	c/o Barings LLC
	 	300 S. Tryon St., Suite 2500
	 	Charlotte, NC 28202
	 	Attention:       Alternatives Legal
	 	Email:               lindsay.schall@barings.com
	 	 
	With a copy to: (which copy	McGuireWoods LLP
	shall not constitute notice)	201 N. Tryon St., Suite 3000
	 	Charlotte, NC 28202
	 	Attention:       Greg Kilpatrick
	 	Email:               gkilpatrick@mcguirewoods.com
	 	 
	 	 
	If to Provider:	Midatech Pharma PLC
	 	65 Innovation Drive
	 	Milton Park, Abingdon
	 	Oxfordshire OX14 4RQ
	 	United Kingdom
	 	Attn: Nick Robbins-Cherry
	 	Email: nickrc@midatechpharma.com
	 	 
	With a copy to: (which copy	Brown Rudnick LLP
	shall not constitute notice)	One Financial Center
	 	Boston, MA 02110
	 	Attention: Jason S. McCaffrey
	 	Email: jmccaffrey@brownrudnick.com 


 

7.3       Governing
Law.


 


(a)       This
Agreement, and any disputes arising hereunder or controversies related hereto, shall be governed by and construed in accordance
with the internal Laws of the State of Delaware, without regard to the choice of law principles of any jurisdiction.


 


(b)       To
the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to
itself, or to such Party’s property, each such Party hereby irrevocably waives such immunity in respect of such Person’s
obligations with respect to this Agreement.


 


(c)       Each
of the parties agrees that any legal action or proceeding with respect to this Agreement shall be brought in the federal and state
courts located in the State of Delaware, and, by execution and delivery of this Agreement, each party to this Agreement irrevocably
submits itself in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts
in any legal action or proceeding arising out of this Agreement. Each of the parties irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection
with this Agreement brought in the courts referred to in the preceding sentence. Each party consents to process being served in
any such action or proceeding by the mailing of a copy thereof to the address (set forth in Section 7.2) below its name
and agrees that such service upon receipt will constitute good and sufficient service of process or notice thereof. Nothing in
this Section 7.3(c) will affect or eliminate any right to serve process in any other manner permitted by Law.


 



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7.4       WAIVER
OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF
ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY TO THIS AGREEMENT AGAINST
ANY OTHER PARTY OR PARTIES TO THIS AGREEMENT WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OR RELATED
TO THIS AGREEMENT OR ANY PORTION OF THIS AGREEMENT, WHETHER BASED UPON CONTRACTUAL, STATUTORY, TORTIOUS OR OTHER THEORIES OF LIABILITY.
EACH PARTY REPRESENTS THAT IT HAS CONSULTED WITH COUNSEL REGARDING THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF ITS RIGHT
TO A JURY TRIAL.


 


7.5       Entire
Agreement; Amendment. This Agreement (which includes Annex A, the Purchase Agreement and the Ancillary
Agreements) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof. Subject to applicable law, this Agreement may be amended, modified and supplemented
in any and all respects by written agreement of the parties at any time with respect to any of the terms contained herein. Each
party to this Agreement hereby acknowledges that it has not relied on any promise, representation or warranty that is not set forth
in this Agreement.


 


7.6       Parties
in Interest. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto without the prior
written consent of the other party; provided, that each Purchaser Party may assign its rights under this Agreement to (a) any Affiliate
of such Purchaser Party or (b) to lenders of Company as collateral security for borrowings, at any time whether prior to or following
the Closing Date. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and
permitted assigns.


 


7.7       Interpretation.
The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement. Whenever the words “include,” “includes,” “including”
or similar expressions are used in this Agreement, they will be understood to be followed by the words “without limitation”.
The parties have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question
of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or
burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. All
references to “$” or “dollars” are to U.S. dollars, and all amounts to be calculated or paid under this
Agreement will be in U.S. dollars.


 


7.8       Third-Party
Beneficiaries. Each party intends that this Agreement will not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto; provided, however, that notwithstanding this Section 7.8,
the provisions of Sections 1.6 and 7.7 will inure to the benefit of the Persons identified therein and may be
enforced by such Persons and their respective heirs and personal representatives.


 


7.9       Incorporation
by Reference. Annex A is incorporated into, and made a part of, this Agreement.


 



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7.10       Severability.
If any term, provision, covenant or restriction of this Agreement is held to be invalid, void, unenforceable or against its regulatory
policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect
and will in no way be affected, impaired or invalidated.


 


7.11       Waiver.
Except as otherwise provided in this Agreement, any failure of either of the parties to comply with any obligation, covenant, agreement
or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party
granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or
condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.


 


7.12       Force
Majeure. No liability shall result from any delay or failure in performance by either party resulting from any cause, condition
or event beyond the reasonable control of the party affected, including acts of God, fire, flood, war, and government action, (each
a “Force Majeure Event”). Either party claiming the benefit of this Section 7.12 shall promptly notify
the other party in writing upon learning of the occurrence of any Force Majeure Event and upon such notice the affected provisions
and/or other requirements of this Agreement shall be suspended or reduced by an amount consistent with reductions made to the other
operations of such party that are also affected by such Force Majeure Event during the period of such disability. Upon the cessation
of such Force Majeure Event, the Provider will use its commercially reasonable best efforts to resume performance of the Services
hereunder as soon as reasonably practicable following the Force Majeure Event. If the Force Majeure Event continues to have effect
for a period of more than fifteen (15) days, the party not claiming relief under this Section 7.12 shall have the right
to terminate the Services affected by such Force Majeure Event immediately upon written notice of such termination to the other
party. No party shall be liable for the nonperformance or delay in performance of its respective obligations under this Agreement
when such failure is due to a Force Majeure Event.


 


7.13       Counterparts.
This Agreement may be executed in counterparts and multiple originals, each of which will be deemed an original, and all of which
taken together will be considered one and the same agreement.


 


7.14       Electronic
Delivery. This Agreement, and any amendments hereto or thereto, to the extent actually delivered by means of a facsimile
machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person. At the request of any party, each other party shall re-execute original forms
thereof and deliver them to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the
fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a
defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense related
to lack of authenticity.


 


 


 


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The Parties have executed and delivered this
Agreement as of the date first written above.


 


	 	PROVIDER:
	 	 
	 	MIDATECH PHARMA PLC
	 	 
	 	By:  /s/ Craig Cook

Name: Craig Cook

Title:  Chief Executive Officer
	 	 
	 	COMPANY:
	 	 
	 	MIDATECH PHARMA US INC.
	 	 
	 	By:  /s/ Nick Robbins-Cherry

Name: Nick Robbins-Cherry

Title:  Treasurer and Secretary
	 	 
	 	PURCHASER:
	 	 
	 	KANWA HOLDINGS, LP
	 	 
	 	By: BAI GP, LLC, on behalf of BAI GP – Series

II, as its general partner

	 	 
	 	By:  /s/ Michael Baumstein

Name: Michael Baumstein

Title:  Authorized Officer


 

 

 


Signature Page to Transition Services Agreement




 



    	 		 



    	 



    




 


Annex A to Transition Services Agreement


 


Initial Services


 


		·	Accounting/ERP Systems



		o	Reporting and access to data as currently provided to the Company through SAP to allow for a transition
to the Company’s new accounting system.





		o	Access to data in SAP for Company’s accountants within reason.





		o	Support from Provider in migration or transition of related data.



 


		·	IT/Network/Email Systems



		o	Reasonable Access to Vorboss to migrate IT, specific areas of the Provider’s network that
are used by the Company prior to the Closing, and email systems to the Company’s new provider of IT services.





		o	Access and use of the Company’s emails and servers and assistance with migration of data.





		o	Access and use of existing hardware (e.g. phones, laptops) contracts under Provider until those
contracts can be rolled over to a new provider, including porting over of phone numbers (if necessary).





		o	Notwithstanding anything herein to the contrary, to the extent Provider supplies hardware or software
licenses, such hardware or software licenses shall, at the Provider’s option, be returned to the Provider once the contracts
are rolled over to a new provider or the Services are completed.



 




 


		·	Marketing





		o	Continued use and access to Company and product-related websites, branding, materials, and names
(Midatech Pharma US).





		o	Transfer of all related websites including midatechphamaus.com and product websites to Company
or its IT provider, as administrator of the domains and hosting (or transfer of hosting).





		o	Carveout for use of names beyond 12 months for inventory and product that is expected to be sold
with the Company’s name.





		o	Support from Provider in migration or transition of related data.



 




 


		·	Support





		o	All other services, reporting, and support provided by Provider and its Affiliates to Company in the ordinary course of business
and consistent with such services, reporting and support that was previously provided by Provider in connection with the operation
of the Company prior to the Closing.



 



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Additional Services


 




Company will pay Provider for the following
services at an hourly rate to be agreed upon by Company and Provider.


 




		·	Reasonable data requests that are not a part of normal reporting and usage, including the following:





		o	Accounting / reporting pulls from SAP that are not a part of standard reporting for the Company
as of the date hereof.





		o	Updates to the Company and product websites until transfer of ownership and administrative privileges
to Company’s IT provider.



 


 


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