BrandShield : Material contract and service contracts

Date: 14 November 2022

PLACING AGREEMENT

SHORE CAPITAL STOCKBROKERS LIMITED

and

BRANDSHIELD SYSTEMS PLC

Ref: NEV/39146.0001

Fladgate LLP | 16 Great Queen Street | London WC2B 5DG

T [phone] | F [phone] | DX 37971 Kingsway | www.fladgate.com

Project Mars - PA - FINAL - Signed by SCS

	Contents
1.	Interpretation	1
2.	Conditions	1
3.	Application for Admission	2
4.	Authorities	3
5.	Placing	3
6.	Responsibility for Issue Documents	4
7.	No overseas offers	4
8.	Allotment	4
9.	Payment and registration	5
10.	Commissions and expenses	5
11.	Warranties	7
12.	No Claims against SCS and Indemnity	7
13.	Termination	9
14.	Consequences of termination	9
15.	Obligations, acknowledgements and commitments	10
16.	Announcements	10
17.	Withholding and grossing up	11
18.	Third Party Rights	11
19.	Notices and other communications	12
20.	General	12
21.	Assignment	13
22.	Governing law	13
23.	Execution	14
Schedule 1
Definitions and interpretation	15
Schedule 2
Documents to be delivered	20
Schedule 3
Warranties	21
Schedule 4
Company Confirmation	32
Schedule 5
Pricing Agreement	33

Project Mars - PA - FINAL - Signed by SCS

DATE: 14 November 2022

PARTIES:

1. SHORE CAPITAL STOCKBROKERS LIMITED (company number 1850105) whose registered office is at Cassini House, 57 St James's Street, London SW1A 1LD (SCS); and
2. BRANDSHIELD SYSTEMS PLC (company number 02956279) whose registered office is at 6th Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR (Company).

Preliminary

1. The Company proposes to issue the Placing Shares at the Placing Price to Placees procured by SCS pursuant to the terms and subject to the conditions of this agreement.
2. SCS is willing as agent of the Company to use its reasonable endeavours to procure Placees for the Placing Shares in accordance with the Placing Terms and Conditions.

1. Interpretation
   The definitions and interpretative provisions in Schedule 1 apply to this agreement.
2. Conditions
   2.1 The obligations of SCS under this agreement are conditional upon:
3. 1. the release of the Launch Announcement in accordance with clause 4.5;
   2. application having been made (by or on behalf of the Company) for Admission to the London Stock Exchange not later than 7.00 a.m. on 17 November 2022;
   3. publication of the Results Announcement by no later than 10.00 a.m. on 15 November 2022 (or such other time and/or date as SCS may agree);
   4. the delivery to SCS of each of the documents referred to in Schedule 2 in the form and by the time specified in that schedule;
   5. the fulfilment by the Company of all of its obligations under this agreement to the extent that such obligations fall to be performed prior to Admission;
   6. the delivery by the Company to SCS on the Business Day immediately before Admission of a warranty certificate signed on behalf of the Company in the form set out in Schedule 4;
   7. none of the Warranties being untrue or inaccurate or misleading at any time between the date of this agreement and Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate or misleading if it was repeated as at Admission;
   8. the Placing Shares having been allotted, subject only to Admission, to the Placees;
   9. the authorities given in clauses 3 and 4 remaining in full force and effect;
   10. neither the Company nor SCS having become aware of:
       2.1.10.1 any new material factor, mistake or inaccuracy in relation to the information contained in the Presentation or the Launch Announcement having arisen such that the Company is or may be required to issue a notification (a) pursuant to rule 11 of the AIM Rules for Companies or (b) otherwise so as to

NEV3914600130380727v3NEV

1

39146001

make the statements in the Presentation or the Launch Announcement not misleading in any material respect;

1. 1. 1. any matter which is or is likely to be material in the context of any assumption or other matter relevant to any forecast or statement about the prospects of the Company in the Presentation or the Launch Announcement; or
      2. a significant change or new matter in respect of the Company that has occurred before Admission;
   2. this agreement not having been terminated prior to Admission pursuant to clause 13;
   3. the Subscription Agreements having been entered into by the parties thereto and having become unconditional save for any conditions regarding this agreement and Admission; and
   4. Admission having occurred on the Admission Date (or such later date as SCS may agree but in any event not later than 8.00 a.m. on the Long Stop Date).
2. The Company shall procure due satisfaction of the Conditions by the times and dates specified in clause 2.1 and shall provide such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be reasonably required by SCS to procure or evidence such satisfaction.
3. SCS may waive any of the Conditions (except as to Admission occurring) by notice in writing to the Company.
4. If in the opinion of SCS any Condition is or may be incapable of fulfilment or has not been fulfilled and has not been waived in writing by SCS, clause 13.3 shall apply.
5. The Company shall from time to time use its reasonable endeavours to procure the communication or delivery to SCS of all such information and documents (signed by the appropriate person where so reasonably required) as SCS may reasonably require in connection with the Placing to enable it to discharge its obligations under this agreement.

3. Application for Admission

1. The Company shall use all reasonable endeavours to obtain Admission and to ensure that the Placing Shares are admitted as participating securities to CREST on or prior to Admission, including paying all fees, giving all undertakings and executing and delivering all documents as are necessary to obtain Admission and generally do and procure to be done everything which may properly be required by the London Stock Exchange or by CRESTCo for the purpose of or in connection with Admission so as to enable Admission to take place by 8.00 a.m. on the Admission Date.
2. The Company shall instruct its AIM nominated adviser to apply for Admission on its behalf and shall give it all such authorities and powers as it may require for the purpose of making and pursuing such application.

NEV3914600130380727v3NEV

2

39146001

1. Authorities
2. 1. The Company authorises and instructs SCS to procure Placees and for such purpose:
   2. 1. irrevocably appoints SCS to act as its agent and confirms its authority to SCS to seek commitments from Placees under the Placing Terms and Conditions;
      2. confirms that this appointment confers on SCS all powers, authorities and discretions of the Company which are within the Company's powers and necessary to implement the Placing in accordance with the terms of this agreement (including, without limitation, the power and authority to delegate the exercise of and of its powers, authorities or discretions under the Issue Documents to such persons as it, in its sole discretion, thinks fit); and
      3. agrees to ratify and approve everything which SCS shall lawfully do or have done in the exercise of or in contemplation of such appointment, powers, authorities and discretions.
   3. The Company shall give all assistance and provide all information which SCS reasonably requires for the implementation of the Placing.
   4. The Company shall provide the Registrars with all authorisations and information necessary to enable them to perform their duties as registrars in accordance with the terms of their appointment and as contemplated by this agreement and will irrevocably authorise and instruct them to act in accordance with all reasonable instructions of SCS in connection with the Placing.
   5. The Company hereby authorises SCS give to the Registrars and CRESTCo any instructions consistent with this agreement, the Issue Documents which they consider necessary for, or incidental to the Placing.
   6. The Company shall procure that the Launch Announcement is released to the London Stock Exchange not later than 5.00 p.m. on 14 November 2022.
   7. The Company authorises SCS to deliver copies of the Launch Announcement to potential placees and such other persons as SCS considers appropriate for the purposes of the Placing.
   8. The Company shall, with the assistance of SCS, procure the release of the Results Announcement no later than 10.00 a.m. on 15 November 2022 (or such other time and/or date as may be agreed by SCS).
   9. The Company shall procure that it, the Directors and its advisers will act only in conjunction with SCS in relation to the Placing and neither it nor any of the Directors or any other advisers to the Company will take any action in relation to the marketing of the Placing Shares which has not been previously approved by SCS.
3. Placing
4. 1. On the terms and subject to the conditions of this agreement, and in reliance on the Warranties, indemnities and undertakings on the part of the Company and subject to the provisions of clause 2, each of SCS agrees as agent of the Company under the authority given in clause 4.1, to use its reasonable endeavours to procure persons to subscribe for Placing Shares, in each case on the Placing Terms and Conditions and in such number and at such price, if any, as may be agreed between the Company and SCS and set out in the executed Pricing Agreement.

NEV3914600130380727v3NEV

3

39146001