Exhibit 10.7


 





PLACEMENT AGENCY AGREEMENT


 


December 13, 2022


 


Ladenburg Thalmann & Co. Inc.


640 Fifth Avenue, 4th Floor


New York, New York 10019


 


Ladies and Gentlemen:


 


Introduction. Subject
to the terms and conditions herein (this “Agreement”), Midatech Pharma PLC, a public limited company organized under
the laws of England and Wales (the “Company”), hereby agrees to sell up to an aggregate of $10,000,000 of securities of
the Company, including, but not limited to, registered American Depositary Shares (the "Registered Shares”), unregistered
American Depositary Shares (the “Unregistered Shares”), unregistered pre-funded warrants to purchase ordinary shares
represented by American Depositary Shares (the “Pre-Funded Warrants” and the American Depositary Shares issuable upon
exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares), and unregistered warrants to purchase ordinary shares
represented by American Depositary Shares (the “Common Warrants”, and together with the Pre-Funded Warrants, the “Warrants”,
and the American Depositary Shares issuable upon exercise of the Common Warrants, the “Common Warrant Shares”, and
together with the Pre-Funded Warrant Shares, the “Warrant Shares”) (the Registered Shares, the Unregistered Shares,
the Warrants and Warrant Shares, collectively, the “Securities”) directly to various investors (each, an “Investor”
and, collectively, the “Investors”) through Ladenburg Thalmann & Co. Inc. (the “Placement Agent”)
as placement agent. The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined
below), including, without limitation, a securities purchase agreement(s) (the “Purchase Agreement”), shall be collectively
referred to herein as the “Transaction Documents.” The Placement Agent may retain other brokers or dealers to act as
sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).


 


The Company hereby confirms
its agreement with the Placement Agent as follows:


 


Section 1.              Agreement
to Act as Placement Agent. 


 


(a)       On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company
of the Registered Shares pursuant to the Company's registration statement on Form F-3 (File No. 333-267932) (the “Registration
Statement”) (such offering, the “Registered Offering”) and a concurrent private placement of the Unregistered
Shares and the Warrants (such private placement, the “Private Placement” and, together with the Registered Offering,
the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company,
the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees
and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective
Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite
or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the
Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective
offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such
offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities
shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing
Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and
expenses set forth below:


 



    	 	 	 



    	 



    




 


(i)       A
cash fee equal to 8.0% of the gross proceeds received by the Company from the sale of the Securities at each closing of the Offering (the
“Closing”).


 


(ii)       A
management fee payable in cash equal to 1.0% of the total gross proceeds received by the Company from the sale of the Securities at each
Closing.


 


(iii)       The
Company also agrees to reimburse Placement Agent’s expenses up to $85,000 in the aggregate, which shall be payable immediately upon
a Closing of the Offering, in each case in accordance with the terms set forth in that certain Investment Banking Agreement dated September
22, 2022 between the Company and the Placement Agent (the “Investment Banking Agreement”), provided that such expense
cap in no way limits or impairs the indemnification and contribution provisions of this Agreement.


 


(iv)       Such
number of ordinary share purchase warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees
at each Closing to purchase ordinary shares represented by American Depositary Shares equal to 4.0% of the aggregate number of Registered
Shares and Unregistered Shares sold in the Offering. The Placement Agent Warrants shall have the same terms as the Common Warrants issued
to the Investors in the Offering except that the exercise price shall be 125% of the offering price and shall have an expiration date
of three (3) years from the commencement of sales in the Offering.


 


(b)       The
term of the Placement Agent's exclusive engagement will be as provided in Section 2 of the Investment Banking Agreement. Notwithstanding
anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein
and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,
and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable
pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination
of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue,
investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as
defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through
one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed
under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).


 



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Section 2.             Representations,
Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants
to the Placement Agent as of the date hereof, and as of each Closing Date, as follows:


 


(a)       Securities
Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration
Statement under the Securities Act, which was initially filed on October 18, 2022 and declared effective on October 26, 2022 for the registration
of the Company’s securities under the Securities Act. Following the determination of pricing among the Company and the prospective
Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rules 430A and 424(b)
under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated
thereunder, a prospectus supplement relating to the placement of the Registered Shares, their respective pricing and the plan of distribution
thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be
set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such
time, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration
Statement at the time of effectiveness, together with any preliminary prospectus supplement relating to the Offering, if any (the “Preliminary
Prospectus Supplement”) is hereinafter called the “Base Prospectus”; and the final prospectus supplement,
in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as it may be amended
or supplemented) is hereinafter called the “Final Prospectus Supplement.” The Registration Statement at the time it
originally became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement
to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, if any
or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated
Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Preliminary
Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the
Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus Supplement or the
Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial
statements and schedules and other information which is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement
or the Final Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus,
the Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be. As used in this paragraph and elsewhere
in this Agreement, “Time of Sale Disclosure Package” means the Base Prospectus, any preliminary prospectus supplement,
the Final Prospectus Supplement, any securities purchase agreement between the Company and the Investors, and any issuer free writing
prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties
hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus
Supplement” shall mean, as the context requires, the Base Prospectus, the Final Prospectus Supplement, and any supplement to
either thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending the
effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement or intends to commence a proceeding
for any such purpose.


 



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(b)       Assurances.
The Original Registration Statement, as amended, (and any further documents to be filed with the Commission) contains all exhibits and
schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time
it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. The Base Prospectus, and the Final Prospectus Supplement, each as of its respective date, comply or will comply
in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Final Prospectus
Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations promulgated thereunder, and none of such documents, when they were filed
with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or the Final Prospectus Supplement),
in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting
any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information
set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection
with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed
within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus or Final Prospectus
Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.


 



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(c)       Offering
Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each
Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure
Package.


 


(d)       Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby and under
the Final Prospectus Supplement have been duly authorized by all necessary action on the part of the Company and no further action is
required by the Company, the Company’s Board of Directors or an authorized committee thereof (the “Board of Directors”)
or the Company’s stockholders in connection therewith other than in connection with the Required Approvals (as defined in the Purchase
Agreement). This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(e)       No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to
the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s or any
subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with,
or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of
any Lien (as defined in the Purchase Agreement) upon any of the properties or assets of the Company or any subsidiary, or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or subsidiary debt or otherwise) or other understanding to which the Company
or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected, or (iii) subject
to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company or a subsidiary is subject (including federal and state
securities laws and regulations), or by which any property or asset of the Company or a subsidiary is bound or affected; except in the
case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect (as defined
in the Purchase Agreement).


 



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(f)       Certificates.
Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent
shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth therein.


 


(g)Reliance.
The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and
warranties and hereby consents to such reliance.


 


(h)       Forward-Looking
Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith.


 


(i)       Statistical
or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Time
of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable
and accurate, and such data agree in all material respects with the sources from which they are derived.


 


(j)       FINRA
Affiliations. There are no affiliations with any FINRA member firm that is participating in the Registered Offering among the Company’s
officers or directors.


 


(k)       Representations
and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules
thereto) made by the Company to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated
herein) and is hereby made to, and in favor of, the Placement Agent.


 


Section 3.             Delivery
and Payment. Each Closing shall occur at the offices of Ellenoff Grossman & Schole LLP, 1345
Avenue of the Americas, New York, New York 10105 (“Placement Agent Counsel”) (or at such other place as shall be agreed
upon by the Placement Agent and the Company). Subject to the terms and conditions hereof, at each Closing, payment of the purchase price
for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Securities, and such
Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one
(1) business day before the time of purchase (as defined below).


 


Deliveries of the documents
with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel. All actions taken at
a Closing shall be deemed to have occurred simultaneously.


 


Section 4.             Covenants
and Agreements of the Company. The Company further covenants and agrees with the Placement Agent
as follows:


 



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(a)       Registration
Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment
to the Registration Statement has been filed or becomes effective or any supplement to any Prospectus Supplement or any amended Prospectus
Supplement has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly all reports and any
definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of any Prospectus Supplement and for so long as the delivery of a prospectus is required in
connection with the Registered Offering. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of
any request by the Commission to amend the Registration Statement or to amend or supplement any Prospectus Supplement or for additional
information, and (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or
any post-effective amendment thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto
or any order preventing or suspending the use of the Base Prospectus or any Prospectus Supplement or any amendment or supplement thereto
or any post-effective amendment to the Registration Statement, of the suspension of the qualification of the Securities for offering or
sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or a Prospectus Supplement or for additional information. The
Company shall use its commercially reasonable efforts to prevent the issuance of any such stop order or prevention or suspension of such
use.  If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will
use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration
statement and use its commercially reasonable efforts to have such new registration statement declared effective as soon as practicable. 
Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under
the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm
that any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.


 


(b)       Blue
Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities for
sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonably
request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,
provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any
jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not be required
to produce any new disclosure document other than a Prospectus Supplement. The Company will, from time to time, prepare and file such
statements, reports and other documents as are or may be required to continue such qualifications in effect for so long a period as the
Placement Agent may reasonably request for distribution of the Securities. The Company will advise the Placement Agent promptly of the
suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in
any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending
such qualification, registration or exemption, the Company shall use its commercially reasonable efforts to obtain the withdrawal thereof
at the earliest possible moment.


 



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(c)       Amendments
and Supplements to a Prospectus Supplement and Other Matters. The Company will comply with the Securities Act and the Exchange Act,
and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated
in this Agreement, the Incorporated Documents and any Prospectus Supplement. If during the period in which a prospectus is required by
law to be delivered in connection with the distribution of Shares contemplated by the Incorporated Documents or any Prospectus Supplement
(the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in
the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents
or any Prospectus Supplement in order to make the statements therein, in the light of the circumstances under which they were made, as
the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus
Supplement or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly prepare and file
with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration
Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus Supplement that is necessary in order
to make the statements in the Incorporated Documents and any Prospectus Supplement as so amended or supplemented, in the light of the
circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated
Documents or any Prospectus Supplement, as so amended or supplemented, will comply with law. Before amending the Registration Statement
or supplementing the Incorporated Documents or any Prospectus Supplement in connection with the Registered Offering, the Company will
furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to
which the Placement Agent reasonably objects, within two (2) business days, provided that the Company may file any document or report
determined by the Company to be required to be filed pursuant to the Securities Act or the Exchange Act or the rules and regulations promulgated
thereunder within the time periods required for such filing irrespective of any such objection. 


 


(d)       Copies
of any Amendments and Supplements to a Prospectus Supplement. The Company will furnish the Placement Agent, without charge, during
the period beginning on the date hereof and ending on the later of the last Closing Date of the Registered Offering, as many copies of
the Incorporated Documents and any Prospectus Supplement and any amendments and supplements thereto (including any Incorporated Documents,
if any) as the Placement Agent may reasonably request. 


 


(e)       Free
Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make
any offer relating to the Registered Shares that would constitute a Company Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with
the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents
in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that
it shall (i) treat each Permitted Free Writing Prospectus as a Company Free Writing Prospectus, and (ii) comply with the requirements
of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing
with the Commission, legending and record keeping.


 



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(f)       Depositary.
The Company will maintain, at its expense, a depositary for the ordinary shares and American Depositary Shares until such date as no Warrants
are outstanding. 


 


(g)       No
Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.


 


(h)       Acknowledgment.
The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of
Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agent's prior written
consent.


 


(i)       Announcement
of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement
with the Offering.


 


(j)       Reliance
on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.


 


(k)       Research
Matters. By entering into this Agreement, the Placement Agent does not provide any promise,
either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees
that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly,
on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties
acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific
price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or
compensation.


 



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Section 5.             Conditions
of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall
be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case
as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions: 


 


(a)       Compliance
with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus Supplement (in accordance with Rule 424(b))
and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with
the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending
the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose shall have been initiated or threatened
by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the
Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for
that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission,
securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been
complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.



 


(b)       Corporate
Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each
Prospectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably
satisfactory to the Placement Agent's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably
have requested to enable such counsel to pass upon the matters referred to in this Section 5. 


 


(c)       No
Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement
Agent's sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect (as defined in the
Purchase Agreement). 


 


(d)       Opinions
of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of Company US Counsel
and Company UK Counsel (each as defined in the Purchase Agreement), dated as of such Closing Date, including, without limitation, a negative
assurance letter addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.


 



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(e)       Officers’
Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date,
signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall be
satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, any Prospectus Supplement,
and this Agreement and to the further effect that: 


 


(i)       The
representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of
such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such Closing Date in all material respects; 


 


(ii)       No
stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement has
been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under
the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of
the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and/or
England and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any
securities commission, securities regulatory authority or stock exchange in the United States and/or England; 


 


(iii)       When
the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate,
the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission,
and any Prospectus Supplement, contained all material information required to be included therein by the Securities Act and the Exchange
Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed
to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,
as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus Supplement, did not and
do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the
preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since
the effective date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations
of the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth; and


 



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(iv)       Subsequent
to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus
Supplement, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the subsidiaries
taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that
is material to the Company and the subsidiaries taken as a whole, incurred by the Company or any subsidiary, except obligations incurred
in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of
outstanding stock options or warrants) or outstanding indebtedness of the Company or any subsidiary; (e) any dividend or distribution
of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property
of the Company or any subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.


 


(f)       Lock-Up
Agreements. On the date hereof, the Placement Agent shall have received the executed lock-up agreement, in the form attached hereto
as Exhibit A, from each individual and entity listed on Schedule I of the Purchase Agreement.


 


(g)       Stock
Exchange Listing. The Registered Shares shall be registered under the Exchange Act and shall be listed on the Trading Market (as defined
in the Purchase Agreement), and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the ordinary shares and American Depositary Shares under the Exchange Act or delisting or suspending from trading the
ordinary shares and American Depositary Shares from the Trading Market, nor shall the Company have received any information suggesting
that the Commission or the Trading Market is contemplating terminating such registration or listing. 


 


(h)       Additional
Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information
and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as
contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of
the conditions or agreements, herein contained. 


 


If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice
to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party to any
other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section 8 (Representations
and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 



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Section 6.             Payment
of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in
connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without
limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving
costs); (ii) all fees and expenses of the depositary and/or transfer agent of the Company; (iii) all necessary issue, transfer and other
stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel,
independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents
and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments and supplements thereto, and this
Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection
with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for
offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement
Agent, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum,
and any supplements thereto, advising the Placement Agent of such qualifications, registrations and exemptions; (vii) if applicable, the
filing fees incident to the review and approval by the FINRA of the Placement Agent's participation in the Registered Offering and distribution
of the Registered Shares; (viii) the fees and expenses associated with including the Registered Shares, Unregistered Shares and the Warrant
Shares on the Trading Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s and the Placement
Agent's employees on the “roadshow,” if any; and (x) all other fees, costs and expenses of the Company related to the
Offering. The fees and expenses of the Placement Agent’s counsel and any other out-of-pocket expenses of the Placement Agent in
connection with the Offering shall be reimbursed by the Company only to the extent set forth in the Investment Banking Agreement.


 


Section 7.             Indemnification
and Contribution. The Company agrees to indemnify the Placement Agent in accordance with the
provisions of Exhibit A to the Investment Banking Agreement, which is incorporated by reference herein and made a part hereof.



 


Section 8.             Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations,
warranties and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set
forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the case may
be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to a
Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits
of the indemnity, contribution and reimbursement agreements contained in this Agreement. 


 


Section 9.             Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered, telecopied or e-mailed and confirmed to the parties
hereto as follows: 


 


If to the Placement Agent to the address set forth
above, attention: General Counsel, facsimile: (305) 572-4220


 



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With a copy to: 


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


E-Mail: capmkts@egsllp.com


Attention: Michael Nertney


 


If to the Company,


 


1 Caspian
Point


Caspian
Way


Cardiff,
CF10 4DQ, United Kingdom


E-Mail:
Stephen.stamp@midatechpharma.com


Attention: Chief Executive Officer


 


With a copy to:


 





Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.,


One Financial Center,


Boston, MA 02111


E-Mail: jsmccaffrey@mintz.com


Attention: Jason S. McCaffrey, Esq.


 


Any party hereto may change
the address for receipt of communications by giving written notice to the others.


 


Section 10.             Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative, and
no other person will have any right or obligation hereunder. 


 


Section 11.             Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of
this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and enforceable. 


 



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Section 12.             Governing
Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City
and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect
and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each
of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement
and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United
States District Court for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of
any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York,
and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement
Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action
or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New
York and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every
respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Placement
Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect effective service of process upon
the Placement Agent, in any such suit, action or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company
agrees that neither the Placement Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives
of the Placement Agent, its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates, shall
have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement
and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred by the Company that
are finally judicially determined to have resulted from the bad faith, willful misconduct or gross negligence of such individuals or entities.
If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such action or proceeding.


 


Section 13.             General
Provisions. 


 


(a)       This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,
the Investment Banking Agreement between the Company and the Placement Agent, shall continue to be effective and the terms therein shall
continue to survive and be enforceable by the Placement Agent in accordance with its terms, including, without limitation, Sections 4(b)
and 5 therein with respect to future offerings. This Agreement may be executed in two or more counterparts, each one of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended
or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in
writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and
shall not affect the construction or interpretation of this Agreement.


 



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(b)       The
Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length, are not
agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those duties
and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company. The
Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged
breach of fiduciary duty in connection with the offering of the Securities.


 


[The remainder of this page has been intentionally
left blank.]


 



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If the foregoing is in accordance
with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become
a binding agreement in accordance with its terms.





 


 


	 	Very truly yours,	 
	 	 	 
	 	midatech pharma plc	 
	 	
    a public limited company organized under

    the laws of England and Wales
	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Stephen Stamp	 
	 	 	Name: Stephen Stamp	 
	 	 	Title: Chief Executive Officer and Chief Financial Officer	 
	 	 	 	 






 


 


The foregoing Placement Agency
Agreement is hereby confirmed and accepted as of the date first above written.





 


	LADENBURG THALMANN & CO. INC.	 	 
	 	 	 	 
	 	 	 	 
	By:	 /s/ Nicholas Stergis	 	 
	 	Name: Nicholas Stergis	 	 
	 	Title: Managing Director	 	 



 


 


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