EX-4.4



 Exhibit 4.4 

WARRANT ASSUMPTION AGREEMENT 

THIS WARRANT ASSUMPTION AGREEMENT, dated as of
                        , 2015 (the “Agreement”), by and between Midatech Pharma PLC, a public limited
liability company organized under the laws of England and Wales (“Parent”) and DARA BioSciences, Inc., a Delaware corporation (the “Company”), is made and entered into in connection with the transactions
contemplated by that certain Agreement and Plan of Merger dated as of June 3, 2015 (the “Merger Agreement”) by and among Parent, the Company, Merlin Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent (“Merger Sub”), Duke Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Secondary Merger Sub”), and Shareholder Representative Services, LLC. All capitalized terms used in
this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement. 
 RECITALS 

WHEREAS, the Company from time to time has issued to certain parties warrants (“Warrants”) to purchase shares of the
Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to certain terms and conditions set forth in the applicable Warrants set forth on Schedule I hereto and any related transaction documents
set forth on Schedule II hereto governing the issuance thereof (the “Transaction Documents”); 
 WHEREAS,
subject to the terms and conditions of the Merger Agreement, and in accordance with Delaware law, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), and
immediately thereafter, the Company, as the surviving corporation in the Merger, will be merged with and into Secondary Merger Sub, with Secondary Merger Sub surviving and continuing as a wholly owned subsidiary of Parent; 

WHEREAS, at the effective time of the Merger (the “Effective Time”) all of the issued and outstanding shares of Common
Stock, subject to certain exceptions, will be automatically converted into the right to receive per share of Common Stock, without interest, (i) 0.272 ordinary shares, nominal value 0.005p per share, of Midatech (the “Midatech
Ordinary Shares”), subject to adjustment in accordance with the terms of the Merger Agreement, in the form of American Depositary Receipts to be listed on the NASDAQ Capital Market, each representing the right to receive two Midatech
Ordinary Shares (the “Midatech Depositary Shares”), plus (ii) one contingent value right (a “CVR”) to be issued pursuant to that Certain Contingent Value Rights Agreement to be entered into prior to the
Effective Time by and among Parent, the Company, Shareholder Representative Services, LLC, solely as representative of the CVR holders, and a rights agent selected by Parent with the Company’s approval, plus (iii) cash in lieu of
fractional Midatech Depositary Shares; 
 WHEREAS, at the Effective Time, pursuant to the terms and subject to the conditions
contained in the Merger Agreement, each outstanding and unexercised Warrant as of immediately prior to the Effective Time will be assumed or substituted by Parent in accordance with the terms of such Warrant and, as of and following the Effective
Time, (i) will be exercisable for (A) the number of whole Midatech Ordinary Shares equal to the product of the 







 
number of shares of Common Stock that were issuable upon exercise of such Warrant immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole
number of Midatech Ordinary Shares and (B) one CVR, multiplied by the total number of shares of Common Stock that were issuable upon exercise of such Warrant immediately prior to the Effective Time, and (ii) the per share exercise price
for each Midatech Ordinary Share issuable upon exercise of such Warrants so converted will be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Warrant was exercisable immediately prior to the
Effective Time by the Exchange Ratio, rounded up to the nearest whole cent; and 
 WHEREAS, in connection with the Merger, and
pursuant to the terms of the applicable Warrants, Parent has agreed to assume the Warrants on the terms set forth herein and any outstanding obligations under the Transaction Documents. 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows: 

1. Assumption of Warrants; Treatment Following Effective Time. 

(a) Effective upon the occurrence of the Effective Time, the Company hereby assigns, and Parent hereby agrees to assume, the rights and
obligations of the Company under the Warrants set forth on Schedule I hereto and the Transaction Documents set forth on Schedule II hereto, and Parent shall succeed to, and be substituted for, the Company (so that from and after the
Effective Time, the provisions of each Warrant and the other Transaction Documents referring to the “Company” shall refer instead to Parent). Without limiting the foregoing, Parent hereby agrees to faithfully perform, satisfy and discharge
when due, the liabilities and obligations of the Company under the Warrants and the Transaction Documents, and may exercise every right and power of the Company, to the same extent and with the same force and effect as if Parent were an original
signatory thereto. 
 (b) Parent acknowledges and agrees that subject to the terms of the Warrants, the Transaction Documents and this
Agreement, the Warrants and the Transaction Documents shall continue in full force and effect and that all of the Company’s obligations thereunder shall be valid and enforceable as against Parent upon consummation of the Merger and shall not be
impaired or limited by the execution or effectiveness of this Agreement. 
 (c) At the Effective Time, pursuant to the terms and subject to
the conditions contained in the Merger Agreement, each outstanding and unexercised Warrant as of immediately prior to the Effective Time will be assumed or substituted by Parent in accordance with the terms of such Warrant and, as of and following
the Effective Time, (i) will be exercisable for (A) the number of whole Midatech Ordinary Shares equal to the product of the number of shares of Common Stock that were issuable upon exercise of such Warrant immediately prior to the
Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole number of Midatech Ordinary Shares and (B) one CVR, multiplied by the total number of shares of Common Stock that were issuable upon exercise of such Warrant
immediately prior to the Effective Time, and (ii) the per share exercise price for each Midatech Ordinary Share issuable upon exercise of such Warrants so converted will be equal to the 

  
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quotient determined by dividing the exercise price per share of Common Stock at which such Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the
nearest whole cent. All Midatech Ordinary Shares to be delivered to the holders of Warrants upon exercise after the Effective Time shall be in the form of Midatech Depositary Shares. 

(d) Upon the occurrence of the Effective Time, the terms of the Warrants shall be supplemented in accordance herewith, and this Agreement
shall form part of the terms of the Warrant for all purposes, and every holder of a Warrant heretofore countersigned and delivered shall be bound hereby. 

(e) Except as expressly amended and supplemented hereby, the terms of the Warrants are in all respects ratified and confirmed, and all terms,
conditions and provisions of the Warrants shall remain in full force and effect. 
 2. Entire Contract. This Agreement
is an agreement supplemental to and in implementation of the terms of the Warrants, and the terms of the Warrants and this Agreement shall be read and construed together.  

3. Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate automatically on
the date the Merger Agreement is terminated in accordance with its terms. 
 4. Governing Law. This Agreement
shall be governed by and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. The
parties hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York, Borough of Manhattan, or the United States District
Court for the Southern District of New York, and irrevocably submit to jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any objection to such exclusive jurisdiction and that such court represents an inconvenient forum.
Notwithstanding anything herein to the contrary, to the extent this Section 3 conflicts with any similar provision of the applicable Warrant, the terms of such Warrant shall control.  

5. Notice. Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by
any party to the other shall be delivered in writing and deemed properly delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent via facsimile with confirmation of receipt, when transmitted and receipt is
confirmed; (c) if sent by electronic mail or other electronic transmission, upon delivery; (d) if sent by registered, certified or first class mail, at 5:00 p.m., New York City time, on the third business day after being sent; and
(e) if sent by overnight delivery via a national courier service, at 5:00 p.m., New York City time, one business day after being sent, in each case to the address or facsimile telephone number set forth beneath the name of such party below:

 (a) if to Parent, to: 

  
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 Midatech Pharma PLC 

65 Innovation Drive 
 Milton Park,
Abingdon 
 Oxfordshire OX14 4RQ 

United Kingdom 
 Attn: Nick
Robbins-Cherry 
 Telephone: +44 1235 841 575 

Email: nickrc@midatechpharma.com 

With a copy (which shall not constitute notice) to: 

Brown Rudnick LLP 
 8 Clifford
Street 
 London W1S 2LQ 

United Kingdom 
 Attn: Tim
Matthews 
 Fax: 020 7851 6100 

Telephone: 020 7851 6126 

Email: tmatthews@brownrudnick.com 

and 
 Brown Rudnick LLP 

One Financial Center 
 Boston,
Massachusetts 02110 
 United States of America 

Attn: Sam Williams 
 Fax:
(617) 289-0440 
 Telephone: (617) 856-8200 

Email: swilliams@brownrudnick.com 
  

	(b)	if to the Company, to: 

 DARA BioSciences, Inc. 

8601 Six Forks Road 
 Suite 160

 Raleigh, North Carolina 27615 

United States of America 
 Attn:
Christopher Clement 
 Telephone: (919) 861-0198 

Fax: (919) 861-0239 
 Email:
CClement@darabiosciences.com 
 With a copy (which shall not constitute notice) to: 

K&L Gates LLP 
 Hearst Tower


  
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 47th Floor 

214 North Tryon Street 

Charlotte, North Carolina 28202 

United States of America 
 Attn:
Mark R. Busch 
 Fax: (704) 353-3140 

Telephone: (704) 331-7440 

Email: mark.busch@klgates.com 
 or to such
other place and with such other copies as any party may designate as to itself by written notice to the others. 
 6.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.  

7. Third Party Beneficiaries. Nothing in this Agreement shall be construed to give any person other than Parent, the
Company and the holders of the Warrants any legal or equitable right, remedy or claim under the Agreement; but this Agreement shall be for the sole and exclusive benefit of Parent, the Company and the holders of the Warrants. 

8. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future
Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such
provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there
will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible. 

9. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties
hereto and their respective successors and assigns. 
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 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by
its duly authorized officers as of the day and year first above written. 
  

			
	MIDATECH PHARMA PLC
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	DARA BIOSCIENCES, INC.
		
	By:	 	 
	Name:	 	
	Title:	 	



  
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 Schedule I 
  

													
	 Warrantholder
	  	 Type of Warrant
	  	Number of
Shares of
Common Stock
Underlying
Warrant	  	Exercise Price
Per Share	  	 Vested
or

Unvested
	  	Issue
Date	  	Expiration Date
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
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	 Warrantholder
	  	 Type of Warrant
	  	Number of
Shares of
Common Stock
Underlying
Warrant	  	Exercise Price
Per Share	  	 Vested or

Unvested
	  	Issue
Date	  	Expiration Date
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
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	 Warrantholder
	  	 Type of Warrant
	  	Number of
Shares of
Common Stock
Underlying
Warrant	  	Exercise Price
Per Share	  	 Vested or

Unvested
	  	Issue
Date	  	Expiration Date
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
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	 Warrantholder
	  	Type of Warrant	  	Number of
Shares of
Common Stock
Underlying
Warrant	  	Exercise Price
Per Share	  	 Vested or

Unvested
	  	Issue
Date	  	Expiration Date
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
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 Schedule II 

Transaction Documents 
  

	1.	Securities Purchase Agreement dated October 25, 2010, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


 

	2.	Securities Purchase Agreement, dated December 29, 2010, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


 

	3.	Securities Purchase Agreement dated January 17, 2012, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


 

	4.	Securities Purchase Agreement dated April 6, 2012, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


 

	5.	Securities Purchase Agreement dated December 28, 2012, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


 

	6.	Securities Purchase Agreement dated October 22, 2013, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


 

	7.	Securities Purchase Agreement dated February 11, 2014, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


 

	8.	Securities Purchase Agreement dated May 30, 2014, by and between DARA BioSciences, Inc. and each purchaser identified on the signature pages thereto. 


  
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